Exhibit 10.1

THIS NOTE IS SUBJECT TO THE PROVISIONS OF A CONTRIBUTION AND DISTRIBUTION AGREEMENT, DATED THE DATE HEREOF, BY AND AMONG, MEDIACO HOLDINGS INC., THE HOLDER (as defined below) AND the OTHER PARTIES IDENTIFIED THEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY.

MEDIACO HOLDING INC.

unsecured CONVERTIBLE PROMISSORY NOTE

Mediaco Holding Inc., an Indiana corporation (the “Company”), hereby promises to pay to Emmis Communications Corporation (the “Holder”), the principal amount of $5,000,000.00, together with interest thereon calculated from the date hereof in accordance with the provisions of this Unsecured Promissory Note (as amended, amended and restated, modified or supplemented, this “Note”).

This Note was issued pursuant to that certain Contribution and Distribution Agreement, dated as of the date hereof (as amended, amended and restated, modified or supplemented, the “Contribution Agreement”), by and among the Company, the Holder and the other parties identified therein. This Note is the “Seller Note” as defined in the Contribution Agreement.  All provisions of the Contribution Agreement are hereby incorporated herein by reference.  Except as defined in Section 7 hereof or unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Contribution Agreement.  

1.Interest.  

(a)Accrual; Payment.  Subject to Section 4(b)(ii) below, interest shall accrue on the principal sums outstanding at a rate per annum equal to the Base Rate, plus, (i) if the Company pays such interest in kind, 1.00% and, (ii) without regard to whether or not the Company pays such interest in kind (and in addition to any increase pursuant to clause (i) of this sentence), an increase of 1.00% following the second anniversary of the date hereof and additional increases of 1.00% following each anniversary of the date of this Note thereafter (the “Applicable Interest”).  The Applicable Interest shall become due and payable in accordance with Section 2.  Any accrued interest which for any reason has not theretofore been paid shall be paid in full on the Maturity Date.    

(b)Offset.  This Note and all amounts payable hereunder (including principal and interest) are subject to a right of offset with respect to amounts owed to the Company under the Contribution Agreement, which right of offset may be exercised solely to the extent provided in Section 8.1 of the Contribution Agreement (and subject to the limitations therein).

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2.Payment of Principal and Interest on Note.  

(a)Scheduled Payments. The Company shall pay the Applicable Interest in cash or in kind annually on the date of this Note; provided that the Applicable Interest paid in kind shall be added to the principal amount of this Note on such payment date.  The Company shall pay the entire principal amount of this Note, together with all accrued interest thereon, on the Maturity Date or such earlier date as required by the terms hereof.  

(b)Optional Prepayments.  The Company may, at any time and from time to time, no later than five (5) days after providing notice thereof to the Holder, without premium or penalty, prepay all or any portion of the outstanding principal amount of, or interest on, this Note; provided that such prepayment is not prohibited by Section 3 hereof or any applicable subordination agreement executed by the Holder. In connection with each prepayment of principal hereunder, the Company shall also pay all then accrued and unpaid interest hereunder, subject to Section 1(b) above.

(c)Mandatory Prepayments.  Upon the first to occur of (i) a Sale of the Company or (ii) a Change of Control, the Company shall pay the outstanding principal amount of this Note, together with all accrued and unpaid interest on the principal amount being repaid.

(d)Application of Payments.  Payments under this Note shall be applied (i) first, to the payment of then accrued interest hereunder until all such interest is paid and (ii) second, to the repayment of the principal outstanding hereunder.

3.Subordination.  If at any time a Senior Lender requires this Note to be subordinated to such Senior Lender’s Company Senior Debt, Holder hereby agrees to subordinate this Note to such Senior Lender’s Company Senior Debt upon commercially reasonable terms and conditions and execute all documents, including any amendments to this Note, requested by such Senior Lender to evidence such subordination.  Such subordination agreement shall permit payments pursuant to Section 1 hereof.

4.Events of Default.  

(a)Definition.  For purposes of this Note, an “Event of Default” shall be deemed to have occurred if:

(i)subject to any applicable subordination agreement executed by the Holder and the Company Senior Debt, the Company fails to pay the full principal amount of this Note together with accrued and unpaid interest thereon on the date the same becomes due and payable hereunder, and such failure to pay is not cured within fifteen (15) days after the occurrence thereof;

(ii)the Company fails to comply with any other provision of this Note and such failure is not cured within thirty (30) days after the occurrence thereof; or

(iii)an Insolvency Event occurs.

The foregoing shall constitute Events of Default whatever the reason or cause for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court of competent jurisdiction or any order, rule or regulation of any administrative or governmental body having jurisdiction therein.

(b)Consequences of Events of Default.  

(i)Subject to Section 3 above, any applicable subordination agreement executed by the Holder, and the Company Senior Debt, if an Event of Default other than of the type described in Section 4(a)(ii) has occurred, the Holder may declare the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto, including without limitation all interest accrued pursuant to Section 4(b)(ii), below) to be immediately due and payable and the Company shall immediately thereafter pay to the Holder all amounts due and payable with respect to this Note.

(ii)Upon and during the continuance of an Event of Default, the Applicable Interest shall be equal to the Base Rate plus four percentage points (4.0%).

(iii)Subject to Section 3 above, any applicable subordination agreement executed by the Holder, and the Company Senior Debt, the Holder shall also have any other rights which the Holder may have pursuant to applicable law.

5.Covenants. While any amount is outstanding under this Note, the Company shall not (and shall not permit), without the prior written consent of Holders, directly or indirectly to do the following: pay any management or similar fees to the SG Affiliates.

6.Conversion.

(a)Optional Conversion. On or after the date that is six (6) months after the date hereof, all or a portion of the outstanding principal and any accrued but unpaid interest hereunder (the “Conversion Amount”) shall be convertible, at the option of the Holder upon notice to the Company, into shares of the Class A Common Stock, par value $0.01 per share (the “Class A Stock”), of the Company, at a conversion price equal to the 30-Day VWAP of the Class A Stock determined as of the Conversion Date.  The “Conversion Date” shall be the fifth (5th) Business Day after the date on which the Holder gives notice of such conversion.

(b)Conversion Procedure; Effect of Conversion.  If this Note is to be converted pursuant to Section 5(a), the Holder shall surrender this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the Holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) for cancellation.  Upon conversion of this Note in part, the Company shall reissue the Holder a replacement note in an amount equal to the aggregate of the outstanding amount and accrued but unpaid interest not included in the Conversion Amount.  Upon conversion of this Note in full and the payment of the amounts specified in this section, the Company shall be forever released from all of its obligations and liabilities under this Note, and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation.

7.Definitions.  For purposes of this Note, the following capitalized terms have the following meaning.

“30-Day VWAP” means the price equal to the average of the volume-weighted average prices of the Class A Stock on the Trading Market for the last thirty (30) Trading Days prior to the date of determination; provided, that if there is no Trading Market for any such day, then the price used for such day shall be the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the OTCQX, OTCQB, Pink or Grey markets (in that order) operated by OTCMarkets.

“Base Rate” means the interest rate on the Company Senior Debt, or if no Company Senior Debt is outstanding, 6.00%.  

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under the laws of, or are in fact closed in the State of New York.

“Capital Stock” means any and all shares, interests, participations, units or other equivalents (however designated) of capital stock of a corporation, membership interests in a limited liability company, partnership interests of a limited partnership, any and all equivalent ownership interests in a Person, and in each case any and all warrants, rights or options to purchase, and all conversion or exchange rights, voting rights, calls or rights of any character with respect to, any of the foregoing.

“Change of Control” means the occurrence of any of the following:

(a)the SG Affiliates (taken as a whole) at any time ceasing (i) to own and control, directly or indirectly, beneficially and of record, on a fully diluted basis, at least 51.0% on a fully diluted basis of the outstanding Voting Stock of the Company or (ii) to have or exercise the power to elect a majority of the board of directors or other managing body of the Company;

(b)any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a greater amount of Voting Stock of the Company than is owned and controlled, directly or indirectly, by the SG Affiliates (taken as a whole);

(c)the completion of a sale of any Capital Stock of the Company pursuant to a registration statement which has become effective under the Securities Act; or

(d)a “change of control” (or any comparable term or provision) (i) as defined in any Company Senior Debt document, or any term of similar effect under any document executed in connection with any other Company Senior Debt document or (ii) under or with respect to any documents or agreements governing the Capital Stock of the Company.

“Company Senior Debt” means all principal of, premium (if any), interest (including, without limitation, interest accruing or that would have accrued but for the filing of a bankruptcy, reorganization or other insolvency proceeding whether or not such interest constitutes an allowable claim in such proceeding) on, and any and all other fees, expense reimbursement obligations, and other amounts due pursuant to the terms of all agreements, documents and instruments providing for, creating, securing or evidencing or otherwise entered into in connection with (i) indebtedness for borrowed money of the Company (including, without limitation, guarantees and other contingent obligations with respect to indebtedness for borrowed money of its Subsidiaries) of the type typically held by commercial banks, investment banks, insurance companies and other recognized lending institutions, entities and funds or subsidiaries thereof, whether now outstanding or hereafter created, incurred, assumed or guaranteed which is not by its terms on parity with or subordinated to the Company’s obligations under this Note, (ii) obligations evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, of the type typically held by commercial banks, investment banks, insurance companies and other recognized lending institutions, entities and funds or subsidiaries thereof, whether now outstanding or hereafter created, incurred, assumed or guaranteed which is not by its terms on parity with or subordinated to the Company’s obligations under this Note, or (iii) capital leases and similar types of financing, together with renewals, extensions, refundings, refinancings, deferrals, restructurings, amendments and modifications of the items described in (i), (ii), or (iii) above; provided that Company Senior Debt shall not include any of the foregoing to the extent owing to an Affiliate of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Insolvency Event” means the occurrence of any of the following: (i) the Company makes a general assignment for the benefit of creditors; (ii) an order, judgment or decree is entered adjudicating the Company bankrupt or insolvent; (iii) any order for relief with respect to the Company is entered under any applicable bankruptcy law; (iv) the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company or of any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or (v) any such petition or application is filed, or any such proceeding is commenced, against the Company and not dismissed or stayed within 60 days.

“Maturity Date” means the fifth (5^th) anniversary of the date hereof.

SG Affiliates

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust (including any beneficiary thereof), a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Sale of the Company” means the sale of the Company to a third party or group of third parties pursuant to which such party or parties acquire all or substantially all of the assets or business of the Company on a consolidated basis.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Senior Lender” means any holders of Company Senior Debt.

“SG Affiliates” means Standard General, L.P. and the funds for which is serves as an investment advisor and their respective Affiliates.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity.

“Trading Day” means (a) any day on which the Class A Stock is listed or quoted and traded on its Trading Market or (b) if the Class A Stock is not then listed or quoted and traded on any Trading Market, then a day on which trading occurs on the Nasdaq Global Select Market (or any successor thereto).

“Trading Market” means the following market(s) or exchange(s) on which the Class A Stock is primarily listed or quoted for trading on the date in question (as applicable): the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).

“Voting Stock” means, with respect to any Person, shares of such Person’s Capital Stock having the right to vote for the election of directors (or Persons acting in a comparable capacity) of such Person under ordinary circumstances.

8.Amendment and Waiver.  Subject to any applicable subordination agreement, this Note may be amended only with the written consent of the Company and the Holder.

9.Assignment and Transfer.  Except as set forth below, the Holder shall not sell, assign, transfer, pledge, hypothecate, mortgage, or otherwise encumber this Note; provided, however, that the Holder may assign or transfer all or any portion of this Note with the prior written consent of the Company, in its sole discretion (provided that any such assignee agrees to be bound by and subject to the terms and conditions of this Note and any applicable subordination agreement executed by the Holder). The Company shall not assign its interest in this Note, either voluntarily or by operation of law, without the prior written consent of the Holder; provided, that the Company shall be permitted to assign this Note to any Affiliate of equivalent or greater net worth as the Company at the time of such assignment.

10.Cancellation.  After all principal and then accrued interest at any time owed on this Note has been paid in full, this Note shall be surrendered to the Company for cancellation and shall not be reissued.

11.Payments.  All payments to be made to the Holder shall be made in U.S. Dollars by check or wire transfer of immediately available funds.

12.Place of Payment.  Payments of principal and interest shall be delivered to the Holder at such address as is specified by timely prior written notice by the Holder.

13.Governing Law.  All questions concerning the construction, validity, and interpretation of this Note will be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflicts of laws provision or rule (whether of the State of New York or any other jurisdiction) that would compel the application of the substantive laws of any jurisdiction other than the State of New York.

14.Business Days.  If any payment is due, or any time period for giving notice or taking action expires, on a day which is not a Business Day, the payment shall be due and payable on, and the time period shall automatically be extended to, the next day Business Day, and interest shall continue to accrue at the required rate hereunder until any such payment is made.

15.Notice.  The notice provisions set forth in Section 13.2 of the Contribution Agreement are incorporated by reference in this Note and made a part hereof as if they were set forth herein.

16.Acknowledgement. The Holder (a) is, by reason of its and its advisors’ business and financial experience, capable of evaluating the merits and risks of this Note and making an informed investment decision with respect hereto and with respect to the Company’s ability to repay the Note, in each case without reliance upon any Affiliate of the Company, (b) has had full access to such other information (including the opportunity to ask questions and receive answers) concerning the Company as the Holder has deemed appropriate, and has made its own investigation, without reliance upon the Company (other than as set forth in the Contribution Agreement and the documents referred to therein) or any of its Affiliates, into the business, prospects, operations, property, financial, and other condition and creditworthiness of the Company, and (c) is able to bear the economic and financial risk of the Note.

17.Usury Laws.  It is the intention of the Company and the Holder to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. The aggregate of all interest (whether designated as interest, service charges, points, or otherwise) contracted for, chargeable, or receivable under this Note shall under no circumstances exceed the maximum legal rate upon the unpaid principal balance of this Note remaining unpaid from time to time.  If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to the Company or credited on the principal amount of this Note, or if this Note has been repaid, then such excess shall be rebated to the Company.

18.Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS NOTE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, each of the Company and the Holder has executed and delivered this Unsecured Promissory Note on the date first above written.

[Signature Page to Unsecured Promissory Note]

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Exhibit 10.2

EMPLOYEE LEASING AGREEMENT

This Employee Leasing Agreement (this “Agreement”) is entered into by and between Emmis Operating Company, an Indiana corporation (“Emmis”) and Mediaco Holdings Inc., an Indiana corporation (“Mediaco”), effective as of November 25, 2019.  Emmis and Mediaco shall sometimes be referred to individually as a “Party” and together as the “Parties”.

WHEREAS, Emmis has sold its radio stations, WBLS-FM and WQHT-FM, in New York, NY, including the business operations and radio licenses (the “Stations”) to Mediaco as of the date hereof pursuant to a Contribution and Distribution Agreement among Emmis Communications Corporation (the direct parent of Emmis), Mediaco and SG Broadcasting LLC dated of June 28, 2019 (the “Contribution Agreement”); and

WHEREAS, in connection with the aforementioned sale, Mediaco and Emmis are entering into a Management Agreement pursuant to which Emmis shall provide certain management and oversight of the Stations and the Stations’ employees (the “Management Agreement”); and

WHEREAS, Mediaco desires to lease from Emmis the Stations’ existing personnel who are employees of Emmis pursuant to the terms and conditions of this Agreement.  Accordingly, the parties agree as follows:

1.Lease of Employees.  During the Term (as defined below), Mediaco shall lease from Emmis the employees set forth on Exhibit A (such employees, together with any replacement employees to those on Exhibit A and any other subsequently hired employees to which Mediaco has consented, the “Leased Employees”) to perform the certain services for Mediaco as reasonably requested by, and at the direction of, Mediaco (the “Services”), consistent with the terms of the Management Agreement.  Leased Employees shall exclusively dedicate their full time and attention to the Services to the extent consistent with each Leased Employee’s past practice, except with respect to any Leased Employee who at Emmis’ cost will continue to provide support to Emmis’ operations other than the Stations, consistent with past practice and not to unreasonably interfere with any such Leased Employee’s services to the Stations (any such support, the “Support Services”).

2.Term.  The initial term of this Agreement shall commence on the date hereof and shall continue through 11:59 p.m. on December 31, 2020, provided that at any time beginning on October 1, 2019, Mediaco may terminate this Agreement on no less than three (3) months’ prior notice and Emmis may terminate this Agreement if Emmis ceases to be responsible for managing the employees at the Stations under the Management Agreement.  Beginning on January 1, 2021, the term of this Agreement shall automatically renew for six (6) month periods unless, beginning on October 1, 2020, either party gives the other notice of non-renewal at least three (3) months prior to the expiration of the then-current term.  Either party may extend the effective date of any non-renewal, expiration or termination of this Agreement (other than a termination by Emmis due to no longer managing Station employees under the Management Agreement) for up to ninety (90) days in the event Mediaco benefit plans are not in place on the original effective date of

Confidential Treatment Requested by

Emmis Communications Corporation

Confidential Treatment Requested by

Emmis Communications Corporation

termination.  The period for which this Agreement is in effect shall hereinafter be referred to as the “Term.” Either party may terminate this Agreement for cause, effective upon notice to the other party (the “Defaulting Party”), if the Defaulting Party:

(a)(i) materially breaches this Agreement, and such breach is incapable of cure; or (ii) with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within [***] after receipt of notice of such breach.

(b)(i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within [***] or is not dismissed or vacated within [***] after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

3.Reimbursement.  

(a)During the Term, Mediaco shall promptly reimburse Emmis for all costs and expense directly attributable to the Leased Employees for their performance of the Services in an amount equal to Emmis’ actual out-of-pocket cost incurred in connection with the provision of the Services by the Leased Employees, which reimbursement shall include without limitation the Leased Employees’ salary and/or hourly wages earned for the performance of the Services (reduced by an amount appropriately reflective of the time spent by any Leased Employee on Support Services), bonuses awarded at the discretion and recommendation of Mediaco for the performance of the Services and/or as set forth in a written employment agreement (if any), and Emmis’ actual out-of-pocket cost incurred in connection with benefits (including the actual out-of-pocket expense of any self-insured health claims (less any stop loss reimbursements received by Emmis), workers’ compensation expenses, unemployment compensation expenses, severance expenses, and the employer portion of premiums and administrative fees under all benefits provided, including self-insured health coverage, life insurance coverage and long-term disability coverage), employer portion of employment taxes, costs associated with certain Leased Employees’ authorizations to live and work in the United States), and other expense reimbursement (including out-of-pocket expenses attributable to claims involving Leased Employees, unless the allegations relate primarily to the conduct of employees of Emmis or any Affiliate thereof who are not Leased Employees, but solely with respect to conduct that occurred during the Term and is not subject to indemnity by Emmis under Section 7(c)), all such amounts to be scheduled in advance to the extent practicable.  For the avoidance of doubt, Emmis shall not be entitled to receive from Mediaco reimbursement for (i) any wages, benefits costs or expenses of Emmis employees who are not Leased Employees, (ii) any out-of-pocket expenses incurred by Emmis in the conduct of those portions of Emmis’ business that are not related to Mediaco, (iii) any payments or benefits triggered by or otherwise relating to the transactions contemplated by this Agreement, the Management Agreement or the Contribution Agreement, including without limitation the vesting, funding, or settlement of any equity or equity-based compensation and any bonus paid in connection with this transaction, including such items referenced in Section 5.21(j) of the Contribution Agreement or (iv) any reimbursement for any withdrawal liability incurred or

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Confidential Treatment Requested by

Emmis Communications Corporation

triggered by Emmis or its ERISA Affiliates (as defined in the Contribution Agreement) under ERISA (as defined in the Contribution Agreement) including any contingent or secondary withdrawal liability to any “multiemployer plan” (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”), but shall be entitled to reimbursement for any out-of-pocket costs incurred by Emmis with respect to Leased Employees that are incremental to the costs and expenses Emmis would otherwise incur with respect to its employees who are not Leased Employees (e.g., pro rata share of health and employer’s liability insurance).

(b)With respect to payroll, Emmis shall invoice Mediaco on the second business day before the date bi-weekly payroll is drawn from Emmis’ bank account and Mediaco shall wire such amount to Emmis before the end of the following day.  With respect to other employee costs during the Term, including but not limited to health care costs, Emmis shall invoice Mediaco on the first Business Day of the month for the amounts incurred with respect to the Leased Employees in the prior month(s), and Mediaco shall pay such amount to Emmis on or before the tenth day of the same month, provided that Mediaco agrees with the amounts listed on the invoice.  In providing each invoice, Emmis shall provide Mediaco with sufficient information about the amounts listed in the invoice and, upon Mediaco’s request, Emmis shall provide Mediaco with such additional information as is reasonably necessary for Mediaco to verify the accuracy of any such invoice.  

(c)Mediaco agrees to pay interest to Emmis for any past due amounts that are not disputed by Mediaco in good faith at the lesser of the highest rate allowable by law or [***] from the due date until such amounts are paid. In addition, Mediaco shall promptly reimburse Emmis for all reasonable costs incurred in collecting any past due amounts, including but not limited to reasonable attorneys’ fees and expenses.  This section shall not limit or waive any other legal and equitable rights and remedies Emmis shall have under this Agreement for a delinquent payment.

4.Emmis’ Responsibilities.

(a)Employment of Leased Employees. During the Term, all Leased Employees shall at all times remain employees of Emmis and on the direct payroll of Emmis.  Emmis shall maintain complete employment files for each Leased Employee in accordance with all applicable Laws (as defined in the Contribution Agreement). Emmis is solely responsible for supervising, performance managing, promoting, disciplining, and/or terminating the Leased Employees; provided, that Mediaco may at its discretion provide input to Emmis as to the management, promotion, discipline and termination of any Leased Employee and in all cases consistent with the terms of the Management Agreement. Emmis will provide Mediaco with all information relating to the Leased Employees or their employment as reasonably requested by Mediaco, and will otherwise reasonably cooperate with Mediaco in relation to the Leased Employees and their employment.

(b)Compliance with Laws.   Emmis shall use its commercially reasonable efforts to comply with all applicable Laws governing its employment of the Leased Employees and the Leased Employees’ performance of the Services.  Emmis shall use commercially reasonable efforts to comply with all applicable Laws regarding the legal status of each Leased Employee to work and reside in the United States.

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Confidential Treatment Requested by

Emmis Communications Corporation

(c)Taxes.  During the Term and subject to Emmis’ reimbursement rights under Section 3, Emmis shall be solely responsible for the payment of all federal, state and local employment taxes and withholdings for each Leased Employee, including income taxes, FICA and unemployment insurance taxes.  Emmis shall also properly file all information and tax returns and issue all wage and tax statements related to any compensation paid to Leased Employees during the Term.

(d)Workers’ Compensation and Unemployment Compensation.  During the Term and subject to Mediaco’s reimbursement obligation under Section 3, Emmis shall be responsible for (i) maintaining valid workers’ compensation insurance for the Leased Employees, and (ii) all unemployment compensation claims filed by any Leased Employee; provided, however, any and all out-of-pocket expense associated with the foregoing shall be paid by Mediaco to Emmis consistent with Section 3 above.

(e)Employee Benefits.During the Term, Emmis shall be solely responsible for maintaining employee benefit plans for the Leased Employees consistent with those provided to other Emmis employees; provided, however that any Leased Employees who are part of a Station’s collective bargaining unit shall receive benefit plans required under the applicable collective bargaining agreement and Emmis shall not make any changes to or enter into any employee benefit plans (including employment agreements) covering the Leased Employees that would materially increase the cost to Mediaco without at least [***] advance notice to Mediaco; provided any such benefit plan changes must be applicable to Emmis’ employees that are not Leased Employees on the same basis as the Leased Employees.

(f)Severance.  To the extent that, during the Term, Mediaco instructs Emmis to terminate any Leased Employee and Emmis determines (in its reasonable discretion) that the terminated Leased Employee is entitled to severance, Emmis shall pay such severance consistent with, as applicable,(i) Emmis’ severance policy in place at the time of such termination, (ii) if the terminated Leased Employee has an employment agreement with Emmis or its Affiliates (as defined in the Contribution Agreement) as of the date of termination, as provided in such employment agreement or (iii), if the terminated Leased Employee is a member of a collective bargaining unit, consistent with the terms of the applicable collective bargaining agreement; provided, that in all cases Emmis shall condition any severance on a release that, includes, among other terms, a release of any claims against Mediaco and its Affiliates (as defined in the Contribution Agreement), except that such requirement shall not apply to a Leased Employee that is the member of a collective bargaining unit to the extent that such release requirement would be in violation of such collective bargaining agreement.

5.Restrictive Covenants.  Emmis acknowledges and agrees that, to the extent supportable by the applicable underlying agreement, any restrictive covenants (including with respect to confidentiality, non-disclosure, non-competition, non-solicitation, assignment of intellectual property or otherwise) shall also apply to, and for the benefit of, Mediaco and its Affiliates.  

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Confidential Treatment Requested by

Emmis Communications Corporation

6.Employment Following the Term.  Prior to the expiration or earlier termination of the Term, Mediaco or one of its Affiliates shall offer employment to all of the Leased Employees who are employed by Emmis at the termination of the Term (all such Leased Employee to whom employment is offered, collectively, the “Continuing Employees”).  The offer of employment to the Continuing Employees shall have a base salary or hourly rate that is the same as, and benefits package that, in the aggregate, is substantially similar to, the base salary or hourly rate and benefits package in effect for such Continuing Employees immediately prior to the offer of employment. Upon the expiration or earlier termination of the Term, Emmis shall take all necessary steps to assign to Mediaco, and Mediaco shall, subject to such assignment by Emmis, assume, any employment agreement to which a Leased Employee is subject to Mediaco, subject to the extent required to any consent, and Emmis shall take all necessary steps to assign to Mediaco, and Mediaco shall, subject to such assignment by Emmis, assume any collective bargaining agreement then in effect between SAG-AFTRA and Emmis, subject to the extent required to any consent.  Provided that Mediaco makes and honors the offer of employment required by this Section 6, Mediaco shall not be responsible for, and Emmis hereby agrees to indemnify defend and hold harmless Mediaco and its Affiliates from, any liabilities relating to any Leased Employee that does not become a Continuing Employee (including by reason of declining an offer of employment pursuant to this Section 6, declining to continue providing services under employment agreement assigned to and assumed by Mediaco, or otherwise), including any severance or other termination liabilities or costs relating to such Leased Employee. To the extent that the employment of any employee of Mediaco who was a Leased Employee hereunder (other than any employee subject to an an employment agreement or who is a member of a collective bargaining unit) is terminated by Mediaco other than ‘for cause’ during the first [***] after the expiration or termination of the Term, Mediaco shall pay such employee severance in accordance with the Emmis severance policy in effect at the time of the expiration or earlier termination of the Term.

7.Limitation of Liability and Indemnity.

(a)None of Emmis, its Affiliates or any officer, director, employee, partner, manager or other agent of Emmis or its Affiliates (as defined in the Contribution Agreement) will have any liability to Mediaco hereunder for any action under this Employee Leasing Agreement unless such conduct is not taken in accordance with the standards of conduct under Indiana Code 23-1-35-1 (taking into account Emmis’ obligations under this Agreement), and the failure to meet that standard has been judicially determined to have constituted fraud, recklessness or willful misconduct.  The Parties agree that Indiana Code 23-1-35-1 is the standard of conduct applicable to directors of an Indiana corporation and that such standards are different than the standards applicable to directors of a Delaware corporation, all as outlined in the official Indiana Comment to Indiana Code 23-1-35-1.  

(b)Mediaco hereby agrees to indemnify defend and hold harmless Emmis and its Affiliates and any of their respective current or former officers, directors, employees, partners, managers or other agents (individually and collectively, “Emmis Indemnified Person”) from any and all loss, liability, cost and expense including but not limited to reasonable attorneys’ fees and expenses incurred by the Emmis Indemnified Person in connection with, arising from or related to the performance by it of its obligations hereunder or otherwise related to Mediaco, except if such loss, liability cost or expense results from the fraudulent, reckless or willful misconduct of Emmis; provided, however, that no Emmis Indemnified Person shall be entitled to indemnification for any

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withdrawal liability incurred by Emmis or its ERISA Affiliates under ERISA (including any contingent or secondary liability) to any Multiemployer Plan.  Mediaco will reimburse each Emmis Indemnified Person for the reasonable out-of-pocket costs and expenses (including attorneys’ fees and expenses) of investigating, preparing for and responding to any actual or threatened action, claim, suit, investigation or proceeding or enforcing this Agreement, as they are incurred; provided that Emmis shall promptly reimburse Mediaco for any amounts advanced to the extent that a court of competent jurisdiction determines that an Emmis Indemnified Person acted recklessly, or engaged in willful misconduct.

(c)Emmis hereby agrees to indemnify defend and hold harmless Mediaco and its Affiliates and any of their respective current or former officers, directors, employees, partners, managers or other agents (individually and collectively, “Mediaco Indemnified Person”) (i) from any and all loss, liability, cost and expense including but not limited to reasonable attorneys’ fees and expenses incurred by the Mediaco Indemnified Person in connection with Emmis’ failure to comply with the standard of conduct set forth in Section 7(a) above, except if such loss, liability cost or expense results from the fraudulent, reckless or willful misconduct of Mediaco, and (ii) from any withdrawal liability incurred by Mediaco or its Affiliates under ERISA (including any contingent, secondary or successor liability) to any Multiemployer Plan to the extent based on the contribution histories of Emmis and its ERISA Affiliates (as opposed to any contributions made after the end of the Term by Mediaco and its ERISA Affiliates).  Emmis will reimburse each Mediaco Indemnified Person for the reasonable out-of-pocket costs and expenses (including attorneys’ fees and expenses) of investigating, preparing for and responding to any actual or threatened action, claim, suit, investigation or proceeding relating to Emmis’ violation of the standard of conduct set forth in Section 7(a) above, as they are incurred; provided that Mediaco shall promptly reimburse Emmis for any amounts advanced to the extent that a court of competent jurisdiction determines that an Mediaco Indemnified Person acted recklessly, or engaged in willful misconduct.

8.Miscellaneous Terms.  

(a)Entire Agreement.This Agreement contains the complete and entire agreement between the parties pertaining to the subject matter hereof. This Agreement may not be modified, amended or waived in any manner except by a written document executed by the parties.  

(b)Assignment.  Neither party shall assign or transfer this Agreement or any rights and interests in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the forgoing, Mediaco may assign this Agreement and all of its rights and interests in this Agreement to any Affiliate of Mediaco or any third party in the event of a merger, acquisition or consolidation, in either case, without Emmis’ consent.

(c)Governing Law; Waiver of Jury Trial.  

(i)Except as otherwise set forth in this Agreement, this Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause

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the application of the Laws of any jurisdiction other than the State of Delaware.  In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.

(ii)AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

(d)Jurisdiction; Service of Process.  ANY ACTION WITH RESPECT TO THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS, IN EACH CASE, SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN DELAWARE STATE COURT AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF INDIANA). EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES AND CONSENTS TO PERSONAL JURISDICTION, SERVICE OF PROCESS AND VENUE IN THE AFORESAID COURTS AND WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION WITH RESPECT TO THIS AGREEMENT (I) ANY CLAIM THAT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS SECTION 17, (II) ANY CLAIM THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) AND (III) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) THE ACTION IN SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (B) THE VENUE OF SUCH ACTION IS IMPROPER OR (C) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS.  THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.

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(e)Notice.   All notices, requests, claims, demands and other communications to be given or delivered under or by the provisions of this Agreement shall be in writing and shall be deemed given only (i) when delivered personally to the recipient, (ii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), provided that confirmation of delivery is received, (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile (iv) five (5) days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid), or (v) the date such delivery is made (or, if such date is not a Business Day, the next subsequent Business Day), if delivered via email to the Operational Email Address (as defined below) of the other Party set forth below.  Such notices, demands and other communications shall be sent to the Parties at the following addresses (or at such address for a Party as will be specified by like notice):

If to Emmis:

One Emmis Plaza, Suite 700

40 Monument Circle

Indianapolis, Indiana 46204

Telephone: 317.684.6565

Facsimile: 317.684.5583

Attention: Legal Department

Operational Email Address:  legal@emmis.com and HRHelp@emmis.com

with a copy (which shall not constitute notice) to:

Taft Stettinius & Hollister LLP
One Indiana Square, Suite 3500

Indianapolis, Indiana 46204

Telephone: 317.713.3569
Facsimile: 317.713.3699
Attention: Ian D. Arnold

If to Mediaco:

[•]

Operational Email Address:  

with a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Telephone: 215.963.5061

Facsimile: 215.963.5001

Attention: Justin W. Chairman

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Any Party to this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later.  Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

(f)Right to Examine.  Mediaco shall have, upon reasonable prior notice and during normal working hours, the right to conduct examinations of, and to make copies of, the books and records of Emmis relating to the Leased Employees or the Services, no matter where such books and records are located.  Such right may be exercised through any agent or employee of Mediaco or any representative designated by Mediaco.  All examinations conducted by or on behalf of Mediaco will be at its sole expense.

(g)Further Assurances.  The parties shall execute and deliver such further instruments and do such further acts and things as may reasonably be required to carry out the intent and purposes of this Agreement.

(h)Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Electronically transmitted copies of this Agreement and electronically transmitted signature pages shall be binding and effective as to all Parties and may be used in lieu of the original Agreement, and, in particular, in lieu of original signatures, for any purpose whatsoever.

(i)Construction of Agreement.  The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

(j)No Joint Venture.  This Agreement is not intended to be and shall not be construed as a partnership or joint venture agreement between the Parties.  Except as otherwise specifically provided in this Agreement, no party to this Agreement shall be authorized to act as agent of or otherwise represent any other Party to this Agreement.

(k)No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the Parties and their respective successors and permitted assigns and any person or entity indemnified under Section 7 hereof) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

[signature page(s) follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the date first written above.

Mediaco Holdings Inc.

Emmis Operating Company

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EXHIBIT A

LEASED EMPLOYEES

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Confidential Treatment Requested by

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Exhibit 10.3

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of November 25, 2019 (the “Effective Date”) by and between Emmis Operating Company, an Indiana corporation (“Management Company”), and Mediaco Holdings Inc., an Indiana corporation (“Mediaco”).  Management Company and Mediaco are sometimes referred to together in this Agreement as the “Parties” and each individually as a “Party.”  All capitalized terms used but not specifically defined in this Agreement shall have the meanings ascribed to such terms in the Contribution Agreement (as defined below).

RECITALS

WHEREAS, Management Company’s parent, Emmis Communications Corporation (“ECC”), SG Broadcasting LLC and Mediaco have entered into that certain Contribution and Distribution Agreement, dated as of June 28, 2019 (the “Contribution Agreement”);

WHEREAS, in connection with the transactions contemplated by the Contribution Agreement, ECC and Management Company have contributed to Mediaco substantially all of the assets and business relating to radio stations WBLS-FM and WQHT-FM (together, the “Stations”); and

WHEREAS, the Parties desire to enter into this Agreement to provide for the management by Management Company, as set forth herein, of the Stations in New York, NY, and, to the extent consented to by Management Company, other businesses acquired or created by Mediaco (collectively, the “Business”).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Retention.  

(a)Mediaco hereby retains Management Company, and Management Company hereby agrees to serve, on the terms and conditions set forth herein, as the management company to the Stations.  Management Company, on behalf of itself and the Managers (as defined below), covenants to use professional skill and prudent business judgment in performing its duties and responsibilities as set forth herein.  The parties acknowledge that Management Company and the Managers’ service hereunder is not exclusive, and that Management Company and the Managers may manage stations and businesses separately from those set forth in this Agreement and the transactions contemplated by the Contribution Agreement.

Confidential Treatment Requested by

Emmis Communications Corporation

Confidential Treatment Requested by

Emmis Communications Corporation

(b)The Management Services (as defined below) are for (i) the direct management of the Stations, and (ii) the overall management of Mediaco’s financial reporting, SEC compliance and other similar obligations as a public company.  If Mediaco acquires additional businesses, Mediaco and Management Company will have good faith discussions on the terms, if any, under which Management Company would directly manage such acquired businesses and will amend this Agreement to reflect any agreement coming out of those discussions.  For avoidance of doubt, even if Management Company is not engaged to directly manage such additional businesses, Management Company shall continue to provide the public company-related services for Mediaco.

2.Responsibilities.  

(a)Generally.  Subject in all respects to the ultimate authority of Mediaco, such authority to be exercised in good faith compliance with applicable law, Management Company shall in good faith make decisions with respect to the operation and management of the Stations and the Business in providing the management functions and services set forth on Schedule A attached hereto (the “Management Services”).  The initial officers of Mediaco shall be the individuals listed on Schedule B as officers of Mediaco, to serve in the capacities set forth opposite their names and to have the power and authority commensurate with such capacities.  Management Company shall make available to Mediaco the senior executives of Management Company set forth on Schedule C (as the same may be substituted or replaced from time to time by Management Company, the “Managers”) to serve as officers of Mediaco and to provide the services to Mediaco contemplated by this Agreement; provided that any attorneys employed by Management Company who are providing Management Services shall be officers of Mediaco.    In the event that an individual Manager is terminated by Management Company or otherwise terminates his or her employment with Management Company, Management Company agrees to engage in good faith consultation with Mediaco with respect to the replacement of services provided by any such Manager, either by replacement of such Manager or by the absorption by the remaining Managers of the responsibilities of the outgoing Manager; provided, that (A) if Management Company elects to replace the outgoing Manager, such replacement shall be capable of providing an equivalent level of service to Mediaco as the outgoing Manager; or (B) if Management Company elects not to replace the outgoing Manager, the existing Managers shall, in the aggregate, provide an equivalent level of service to Mediaco hereunder as the outgoing Manager without a material diminution in the aggregate level of Management Services provided to Mediaco hereunder.  Mediaco shall have the right to appoint any replacement Manager as an officer of Mediaco, to serve in the capacities designated by Mediaco and to have the power and authority commensurate with such capacities. In performing the Management Services, Management Company agrees, on behalf of itself and the Managers, to use commercially reasonable efforts to make such decisions and take such actions as are materially consistent with, and not in contravention of, the provisions of this Agreement, the Contribution Agreement, and the governing documents of Mediaco effective as of the date hereof (as amended and/or restated from time to time with, in the case of this Agreement or the Contribution Agreement, the consent of Management Company, such consent not to be unreasonably withheld, conditioned or delayed, the “Governing Agreements” and, together with this Agreement and the Contribution Agreement, the “Transaction Documents”).  Management Company hereby represents and warrants to Mediaco that the services provided under this Agreement constitute all of the services necessary to run the Stations and the Business in substantially the same manner as immediately prior to this Agreement.

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(b)Sources of Funds.  Any and all payments, disbursements, liabilities and financial obligations in connection with Mediaco’s operations and actions, including without limitation any matter that is the subject of the duties and responsibilities of Management Company hereunder, shall be solely for the account of Mediaco, subject to and taking into account the provisions of Section 4 below, and shall be made solely from and only to the extent of such sums as are available in the operating account of Mediaco or otherwise approved by Mediaco.  Management Company shall not be obligated to make any advance to or for the account of Mediaco or to pay any sum, liability, expense or obligation of Mediaco, except from funds held or provided by Mediaco.

(c)Transaction Documents.  All actions taken by Management Company and each Manager under the provisions of this Section 2 shall be taken as agent of Mediaco and shall be taken by Management Company or by the individual Manager in a manner that Management Company or the individual Manager reasonably believes to be consistent with, and not in violation of, or reasonably likely to cause or create a default under, the Transaction Documents.  Management Company has been provided with copies of and/or is a party to the Transaction Documents, and expressly agrees that its management of the business and affairs of Mediaco is limited to the extent set forth therein.

(d)Benefit Plans and other Systems. For so long as Management Company is providing Management Services relating to the following systems, Mediaco shall use commercially reasonable efforts to implement the same or substantially similar benefit plans, payroll processing, accounting, treasury management and other systems as are used by Management Company in the conduct of its business for the benefit of the Leased Employees (as defined in the Leasing Agreement).  To the extent that different plans or systems are used by Mediaco, Management Company shall use commercially reasonable efforts to manage such plans and systems, but Mediaco acknowledges and agrees that Mediaco shall engage additional personnel or incur additional expense to the extent reasonably required to manage the implementation, operation and administration of such plans and systems.

3.Compensation.  Mediaco shall pay Management Company, and Management Company shall accept as full compensation for Management Company and/or Managers’ services in accordance with this Agreement, an annual management fee (the “Management Fee”) equal to $1,250,000.  Mediaco shall pay the Management Fee monthly in an amount equal to one-twelfth (1/12) of the Management Fee no later than five [***]following the end of each month.  Management Company shall have no right to receive a Management Fee after the expiration or earlier termination of this Agreement, except for such Management Fees as are earned through the termination date.  The Management Fee for any partial month or year shall be pro-rated based upon the number of days in such month or the number of days in such year.  The parties agree to negotiate in good faith a reasonable increase in the Management Fee to reflect any increases in the costs incurred by Management Company with respect to any new businesses acquired by Mediaco that Management Company is not directly managing or any material increase in the activities of the Stations.  Further, if, with respect to actions taken pursuant to clause (A) or (B) of Section 2(a), the aggregate compensation payable by Management Company to all Managers declines by more than [***], the parties agree to negotiate in good faith a reasonable decrease in the Management Fee to reflect any decreases in the level of services being provided by Management Company hereunder.

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4.Expenses.

(a)Generally.  Management Company shall not be entitled to receive from Mediaco reimbursement for (i) any wages or benefits of Management Company employees (other than those pursuant to that certain Employee Leasing Agreement between the Parties of even date herewith (the “Leasing Agreement”) and other than with respect to two (2) non-executive Management Company digital employees for whom the wages and benefits shall be split evenly between Mediaco and Management Company), or (ii) any out-of-pocket expenses incurred by Management Company in the conduct of those portions of Management Company’s business that are not Management Services under this Agreement, but shall be entitled to reimbursement for any (A) out-of-pocket costs incurred directly for the benefit of Mediaco (e.g., legal, accounting and other third party costs, as well as travel and similar expenses, incurred for the benefit of Mediaco), and  (B) any Incremental Costs (as defined below).  Management Company will use commercially reasonable efforts to operate the Business in accordance with the annual budget established by Mediaco, but Mediaco acknowledges and agrees that neither Management Company nor any Manager shall be liable for any expenses in excess of such budget that are incurred in good faith by Management Company.  For the avoidance of doubt, Management Company shall not be permitted to be reimbursed for the same costs under both this Agreement and the Leasing Agreement.  “Incremental Costs” means any incremental out-of-pocket costs incurred by Management Company for goods or services that are necessary for the provision of the Management Services as well as for other business activities of Management Company, and that can be reasonably demonstrated by Management Company to represent an increase to the cost for such goods or services as compared to the cost that would have been incurred by Management Company for such goods or services if it were not providing the Management Services.  Incremental Costs shall not include any allocation of a portion of any costs that would have been incurred by Management Company regardless of its provision of the Management Services.

(b)Reimbursable Costs.  

1.Management Company shall invoice Mediaco on or before the [***] of each month for the estimated costs and expenses incurred by Management Company under this Agreement (other than the Management Fee) for such month plus a true-up of the actual to estimated expenses incurred by Management Company under this Agreement for any prior months (the “Invoice”), and Mediaco shall pay such amount on or before the [***] of such month.  Upon Mediaco’s request, Management Company shall provide Mediaco with reasonably detailed information to verify the accuracy of any Invoice, including an itemized list of all third party fees or expenses.  If, at any time during the [***]period following the delivery of an Invoice, Mediaco delivers to Management Company in writing a dispute notice, then the Parties shall use commercially reasonable efforts to resolve the disputes set forth in such notice during the [***]period commencing on such delivery.  If, following such [***] period, the dispute between the Parties is not resolved, then the Parties shall engage a mutually agreed upon accounting firm to resolve the dispute.  The final decision of the accounting firm shall be mutually binding on both Parties.  The costs associated with the engagement of the accounting firm shall be borne equally by the Parties.  During such period of time that the Invoice is under dispute, the interest rate penalty set forth in Section 4(b)(2) will be tolled and will not accrue with respect to the disputed amount.  

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2.Subject to Section 4(b)(1), Mediaco agrees to pay interest to Management Company for any past due amounts that are not disputed by Mediaco in good faith at the lesser of the highest rate allowable by law or [***] from the due date until such amounts are paid. In addition, Mediaco shall promptly reimburse Management Company for all reasonable costs incurred in collecting any past due amounts, including but not limited to reasonable attorneys’ fees and expenses.  This section shall not limit or waive any other legal and equitable rights and remedies Management Company shall have under this Agreement for a delinquent payment.

(c)Non-Reimbursable Costs.  For the avoidance of doubt, the following expenses or costs incurred by Management Company in connection with the performance of its duties hereunder will be at the sole cost and expense of Management Company and will not be reimbursed by Mediaco:

1.except as set forth in Section 4(a), cost of salary and wages, payroll taxes, insurance, worker’s compensation and other benefits of the Management Company’s employees and any other agents or consultants of the Management Company (excluding Leased Employees, and excluding agents and consultants retained by the Management Company to perform services on behalf of Mediaco);

2.the cost of all rent, utilities, telecommunications, data processing, administration and related expenses with respect to the Management Company’s primary office space in Indianapolis or any secondary space outside the New York metropolitan area, other than under the Antenna Site Agreement of even date herewith (WBLS back up antenna) and other than Incremental Costs such as those related to:  Unclaimed Property, 1099 Prepare and Mail, Accounting and tax research software, Stock option administration software, Bank Service Fees, LinkedIn recruiting tools, HRIS system fees, General ledger system, Hardware and software maintenance, Data backup and redundancy, teleconferencing systems, Corporate telecom/data/network, ITGC Audit, or Insurance agent; and

3.dues of the Management Company or of any of its employees (other than Leased Employees) in professional organizations or the cost of any of the Management Company’s employees (other than Leased Employees) participating in industry conventions, meetings or other functions, and all subscriptions, newsletters and other trade or industry periodicals (including online services) other than subscriptions, newsletters and other trade or industry periodicals used by Leased Employees.

5.Management Company Covenants.

(a)Management Company shall, at Management Company’s non‑reimbursable expense, maintain its legal existence and good standing and obtain and maintain in effect all licenses and permits not directly attributable to Mediaco or the Business that are necessary or desirable to carry out its duties hereunder (other than licenses and permits directly attributable to the Stations or the Business).

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(b)Management Company will maintain (except under and subject to the terms and conditions of the Leasing Agreement) workers’ compensation and similar insurance as required by applicable Laws and shall maintain (at its own expense to the extent not attributable to the operations of the Stations or the Business) commercial general liability insurance and such other insurance coverage for its own operations as is reasonably comparable to prevailing industry standards.  Such insurance shall be in addition to any insurance, including but not limited to directors and officer’s insurance, obtained by or on behalf of Mediaco with respect to which Management Company shall be an additional insured.

(c)Upon the written request of Mediaco following its determination that such individual has engaged in conduct or whose acts or omissions otherwise satisfy the criteria for a termination for “Cause,” Mediaco shall if applicable terminate such Manager’s status as an officer of Mediaco and Management Company shall terminate the employment of such employee of Management Company (including any Leased Employee) with respect to the provision of services under this Management Agreement.  For purposes of this Agreement, “Cause” means, with respect to any Person, any of the following: (1) the making of dishonest statements or acts with respect to Mediaco or any of its Affiliates (as defined in the Contribution Agreement); (2) the commission of, or indictment for, (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (3) the material and sustained failure to perform, to the reasonable satisfaction of Mediaco, the duties and responsibilities assigned or delegated under this Agreement, which failure continues, after notice to such Person specifying in reasonable detail the basis for asserting such failure, for an unreasonable period of time, as determined by Mediaco (but in no event less than [***] after such notice); or (4) the material breach of this Agreement and, to the extent such breach is curable, which breach remains uncured following notice thereof (providing in reasonable detail the basis for asserting such breach) and the expiration of [***] thereafter.

(d)Management Company will not, and will cause the Managers not to, without the prior written approval of the Approval Committee (as defined below), take any of the following actions with respect to Mediaco, the Stations or the Business, or directly or indirectly cause Mediaco or its Affiliates to:

1.take any action that adversely affects the preferences, power, rights or privileges of any class of equity securities of Mediaco;

2.enter into any agreement, whether written or oral, relating to the lease, license, sale or other disposition of the assets or equity securities of any of Mediaco;

3.enter into any agreement, written or oral, or otherwise obligate Mediaco, to issue any equity securities, debt or debt convertible into or exchangeable for equity securities;

4.acquire or invest in any new business (whether effected by stock or asset acquisition, consolidation, merger or otherwise);

5.adopt or materially alter any budget of Mediaco;

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6.enter into, or obligate Mediaco to enter into, any new line of business;

7.change the size, composition or powers of the board of Mediaco, or any committee thereof, including the formation of any new committee;

8.make any change to, appoint or terminate any member of senior management, including without limitation, the General Manager (defined below) or [●] of Mediaco;

9.enter into any transaction or agreement between Mediaco, on the one hand, and any officer, director, member, employee or other Affiliate of Mediaco or Management Company, or persons controlling, controlled by, under common control with or otherwise affiliated with such officer, director, member or employee, including any Affiliate of Management Company, on the other hand; provided that this prohibition shall not apply to any cost sharing arrangements to which Mediaco consents where a third party provides goods or services to both Management Company (and/or its Affiliates) and Mediaco and the costs are allocated using a reasonable allocation method;

10.enter into any material litigation or any material settlement, or make any other material decision with respect to any litigation, arbitration, mediation, investigation or similar proceeding involving Mediaco, the Stations or the Business (including any bankruptcy proceeding in which Mediaco has an interest);

11.incur or issue any indebtedness for borrowed money (including without limitation capital leases), or grant any mortgage, security interest or any other lien on any assets;

12.execute, amend or otherwise modify or renew any retransmission consent or network affiliation agreement, any joint venture, partnership, local marketing agreement, shared services agreement or joint sales agreement, or any material agreement with any other owner or operator of broadcast radio or television stations (including any contract or agreement that would restrict Mediaco or its Affiliates from entering into any line of business or acquiring or disposing of any securities, indebtedness or other assets, or conducting any other business activities), or any multi-station contract;

13.effect a conversion or other change in the status or tax status of Mediaco;

14.adopt or amend any incentive plan, employee unit ownership plan or phantom unit or similar plan, or other employee benefit plan, policy, arrangement or practice for Mediaco (such restriction not to apply to Management Company’s employees that provide services to Mediaco under the Leasing Agreement);

15.hire or engage an investment banker or broker on behalf of Mediaco;

16.take any action or waive any rights on behalf of Mediaco with respect to the Transaction Documents, including the exhibits or schedules thereto, including, without limitation, initiating or defending any lawsuit or proceeding, or initiating any claim for indemnity thereunder (provided that this provision shall not in any way affect or limit Management Company’s or ECC’s right to assert claims and otherwise defend its rights under the Transaction Documents);

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17.dissolve, liquidate or wind-up the operations of any of Mediaco;

18.effect any sale, merger, consolidation, refinancing or restructuring of Mediaco or all or substantially all of its assets;

19.amend the organizational documents of Mediaco;

20.declare or pay any dividend or make any distribution, or redeem or acquire any equity securities of Mediaco; or

21.enter into any agreement to do any of the foregoing.

Mediaco acknowledges that Mediaco’s failure to timely take action with respect to any of the foregoing could adversely impact Mediaco and the Business.  For the purposes of this Section 5, the “Approval Committee” means a duly constituted and empowered committee of the board of directors of Mediaco dedicated to the responsibility of approving the matters set forth in this Section 5 and comprised of one individual who shall initially be David Glazek.

6.Notices.  Without limiting any other obligations hereunder or under the Transaction Documents, Management Company shall provide notice to Mediaco of the following:

(a)(i) any litigation affecting the Stations, the Business, Mediaco or its assets; (ii) upon becoming aware, or receiving notice, of any threatened litigation that could reasonably be expected to have an adverse effect on the Stations, the Business and/or Mediaco, and (iii) any litigation affecting Management Company or the Managers that could reasonably be expected to have an adverse effect on Management Company and its ability to perform its duties hereunder promptly upon Management Company becoming aware thereof;

(b)upon notice, or becoming aware, of a violation of any material agreement of Mediaco that is likely, if not cured, to have an adverse effect on the Stations, the Business and/or Mediaco;

(c)prompt notice upon becoming aware of the commission of any act or omission or other conduct by an employee of Mediaco, Management Company or the Managers, including any Leased Employee which constitutes or could reasonably be likely to constitute “Cause”; and

(d)prompt notice of the receipt of any notice under the Contribution and Distribution Agreement or any notice or request from the Federal Communications Commission.

7.Term.  The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with Section 8, remain in full force and effect following the Effective Date for a term of two (2) years (the “Initial Term” as extended pursuant to this Section 7, the “Term”); provided that following the Initial Term, the Term shall automatically continue for successive one (1) year periods.

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8.Termination.

(a)During the Initial Term, Mediaco may terminate this Agreement in its discretion for any reason upon six (6) months’ prior written notice of termination to Management Company; provided that if the termination is effective prior to the end of the eighteenth month after the Effective Date, Mediaco shall continue to pay Management Company the Management Fee through the end of the [***] after the Effective Date as if the Agreement were in full force and effect.  

(b)Following the Initial Term, either Party may terminate this Agreement by providing the other Party written notice of termination, in which case, the Term shall end and the Agreement shall terminate six (6) months’ after delivery of such written notice (which may, for the avoidance of doubt, be delivered at any time after the date that is [***] after the Effective Date).

(c)Mediaco may at any time and for any reason terminate one or more categories of Management Services set forth on Schedule A at Mediaco’s convenience, whereupon the parties shall agree in good faith on a reduction of the Management Fees to account for such terminated Management Services; provided that if such termination is effective prior to the end of the [***] after the Effective Date, no such reduction of the Management Fees shall be effective until after the end of the [***] after the Effective Date.

(d)Any Party may terminate this Agreement in the event of material breach of any provision of this Agreement by another Party hereto by giving notice to the defaulting Party, and:

1.If such breach is for nonpayment of an amount that is not in dispute, the defaulting Party shall cure the breach within [***] of receipt of such notice.  If the defaulting Party does not cure such breach by such date, then the non-defaulting Party shall have the right to terminate this Agreement effective immediately upon notice to the defaulting Party. The defaulting Party shall remain liable to the non-defaulting Party for any amounts due to the non-defaulting Party through the end of the cure period.

2.If such breach is for any other material failure to perform in accordance with this Agreement, the defaulting Party shall cure such breach within [***] of the date of its receipt of such notice. If the defaulting Party does not cure such breach within such period, then the non‑defaulting Party shall have the right to terminate this Agreement effective immediately upon notice to the defaulting Party.

(e)The provisions of Sections 4 (with respect to any expenses or costs incurred prior to any termination of the Agreement), 8, 11, 13 and 15 through 24 shall survive the termination or expiration of this Agreement unless otherwise agreed to in writing.

9.Entire Agreement.  This Agreement, the Contribution Agreement and other documents referred to herein or therein shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

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10.Notices.  All notices, requests, claims, demands and other communications to be given or delivered under or by the provisions of this Agreement shall be in writing and shall be deemed given only (i) when delivered personally to the recipient, (ii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), provided that confirmation of delivery is received, (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile (iv) five (5) days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid), or (v) the date such delivery is made (or, if such date is not a Business Day, the next subsequent Business Day), if delivered via email to the Operational Email Address (as defined below) of the other Party set forth below.  Such notices, demands and other communications shall be sent to the Parties at the following addresses (or at such address for a Party as will be specified by like notice):

If to Management Company:

One Emmis Plaza, Suite 700

40 Monument Circle

Indianapolis, Indiana 46204

Telephone: 317.684.6565

Facsimile: 317.684.5583

Attention: Legal Department

Operational Email Address:  legal@emmis.com and ___________________

with a copy (which shall not constitute notice) to:

Taft Stettinius & Hollister LLP
One Indiana Square, Suite 3500

Indianapolis, Indiana 46204

Telephone: 317.713.3569
Facsimile: 317.713.3699
Attention: Ian D. Arnold

If to Mediaco:

C/O SG Broadcasting LLC
767 Fifth Ave, 12th Floor
New York, NY 10153
Attention: Gail Steiner, General Counsel
Tel: [***]
Facsimile: [***]

with a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP
1701 Market Street

Philadelphia, PA 19103

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Telephone: 215.963.5061
Facsimile: 215.963.5001
Attention: Justin W. Chairman

Any Party to this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later.  Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

11.Non-Competition; Non-Solicitation.  

(a)During the Term and for the applicable “Post-Term Non-Compete Period” (as defined below), neither any Manager (to the extent permitted by applicable law), nor Management Company, nor any of its Affiliates shall, without the prior written approval of Mediaco, directly or indirectly through an entity controlled by any of them, whether as an owner, partner, shareholder, member of a limited liability company, guarantor, surety, co-venturer or otherwise, either (i) engage or participate in or (ii) make any investment, directly or indirectly, in the debt or equity securities (an “Investment”) of, any business that owns or operates any broadcasting business in New York City (each, a “Competitive Business”); provided, however, that (x) Management Company, the Managers or their Affiliates shall be permitted to make Investments in securities of publicly traded companies engaging in a Competitive Business that in the aggregate do not constitute more than [***] of any such publicly traded company’s total outstanding equity, and (y) this restriction shall not apply to the ownership or operation of any radio station owned or operated by Management Company or its Affiliates as of the Effective Date.  The “Post-Term Non-Compete Period” shall mean (1) with respect to the Management Company and any of its Affiliates, a period of [***] following the Term and (2) with respect to any Manager subject to an employment agreement with Management Company (other than Managers residing in a state that prohibits non-competition or similar agreements as applicable to such Managers), a period of [***] following the earlier of (A) termination of such Manager’s employment relationship with Management Company or any of its Affiliates and (B) the end of the Term; provided that if such Manager is hired by Management Company or any of its Affiliates during such Manager’s Post-Term Non-Compete Period, such Post-Term Non-Compete Period shall end and a new Post-Term Non-Compete period shall begin in accordance with this clause (2).

(b)During the Term and until the end of the [***] of the date of termination of the Leasing Agreement, neither Management Company, the Managers nor any of its Affiliates shall, directly or indirectly, solicit for employment or attempt to hire, employ or solicit for employment any then-current employee of Mediaco or its Affiliates whom Management Company, the applicable Manager or applicable Affiliate managed under this Agreement during the Term; provided that this provision shall not prohibit Management Company from employing such employees to provide part time services to Management Company in a manner consistent with past practices with respect to Management Company’s operation of radio stations WEPN-FM or WLIB-AM, and provided further that this provision shall not prohibit general solicitations of employment not targeted at any employee of Mediaco or its Affiliates.

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(c)During the Term and until the end of the [***] of the date of termination of the Leasing Agreement, neither Mediaco, Standard General, nor any of their respective Affiliates shall, directly or indirectly, except as contemplated by the Leasing Agreement, solicit for employment or attempt to hire, employ or solicit for employment any then-current employee of Management Company or its Affiliates to whom Mediaco, Standard General or its applicable Affiliate were introduced by Management Company or its Affiliates during the Term or in connection with the negotiation of the transactions contemplated by the Transaction Documents; provided that this provision shall not prohibit general solicitations of employment not targeted at any employee of Management Company or its Affiliates.

12.Confidentiality.  Management Company acknowledges that it will have access to confidential and proprietary information of Mediaco and agrees that it shall use such information only in furtherance of its performance under this Agreement, shall not disclose or use for any other purpose such information and shall cause the Managers to comply with this confidentiality provision.  Management Company shall have no obligation to keep confidential any information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no action or fault of Management Company; (ii) is known, without violation of any obligation hereunder, and has been reduced to tangible form by Management Company prior to the time of disclosure and is not subject to restriction; (iii) is independently developed by Management Company without reference to Mediaco’s confidential information; or (iv) is lawfully obtained from a third party who has the right to make such disclosure. In the event that Management Company or a Manager receives a request or becomes legally required to disclose any confidential and proprietary information of Mediaco under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or in an investigatory, legal, regulatory or administrative proceeding, Management Company agrees to, to the extent permitted by law, (i) immediately notify Mediaco of the existence, terms and circumstances surrounding such requirement, (ii) consult with Mediaco on the advisability of taking legally available steps (all at Mediaco’s cost and expense) to resist or narrow such requirement, and (iii) if disclosure of such information is required, use its best efforts to cooperate with Mediaco in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information.  Notwithstanding any of the foregoing, Management Company may disclose confidential and proprietary information of Mediaco, following prior notice to Mediaco, to any regulatory authority (including any self-regulatory authority) with jurisdiction over Management Company in connection with any routine examination, investigation, regulatory sweep or other regulatory inquiry.

13.Right to Audit.  Mediaco shall have, upon reasonable prior notice and during normal working hours, the right to conduct audits and examinations of, and to make copies of, the books and records of Management Company relating to the Stations or to Mediaco (to the extent related to the Business), no matter where such books and records are located.  Such right may be exercised through any agent or employee of Mediaco or any certified public accountant or other representative designated by Mediaco.  In the event that Mediaco discovers either a material weaknesses in internal control or material errors in record keeping, Management Company will use commercially reasonable efforts to correct such discrepancies promptly upon Mediaco’s written request and reasonable recommendation and will inform Mediaco in writing of the action taken to correct such audit discrepancies.  All audits conducted by or on behalf of Mediaco will be at its sole expense and shall not take place more than once annually absent any finding of material weaknesses in internal control or material errors in record keeping.

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14.Assignment.  Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any purported assignment without such consent shall be null and void.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

15.Limitation on Liability and Indemnification.

(a)Neither the Management Company, nor its Affiliates or any officer, director, employee, partner, manager or other agent of Management Company or its Affiliates (“Management Agents”) will have any liability to Mediaco hereunder for any action under this Management Agreement unless such conduct is not taken in accordance with the standards of conduct under Indiana Code 23-1-35-1 (taking into account Management Company’s obligations under this Agreement), and the failure to meet that standard has been judicially determined to have constituted fraud, recklessness or willful misconduct.  The Parties agree that Indiana Code 23-1-35-1 is the standard of conduct applicable to directors of an Indiana corporation, that Mediaco is an Indiana corporation, that the same standard that applies to the directors of Mediaco should apply to the Management Agents, and that such standard is different than the standard of conduct applicable to directors of a Delaware corporation (see, the Official Indiana Comment to Indiana Code 23-1-35-1).

(b)Mediaco hereby agrees to indemnify defend and hold harmless Management Company, Managers and their respective Affiliates and any of their respective current or former officers, directors, employees, partners, managers or other agents (individually and collectively, “Indemnified Person”) from any and all loss, liability, cost and expense (including but not limited to reasonable attorneys’ fees and expenses) incurred by the Indemnified Person in connection with, arising from or related to the performance by it of its obligations hereunder or otherwise related to Mediaco or the Business, except if such loss, liability, cost or expense results from fraud, recklessness or willful misconduct of Management Company.  To the extent permitted by law, Mediaco will reimburse each Indemnified Person for the reasonable out-of-pocket costs and expenses (including attorneys’ fees and expenses) of investigating, preparing for and responding to any actual or threatened action, claim, suit, investigation or proceeding or enforcing this Agreement, as they are incurred; provided that Management Company shall promptly reimburse Mediaco for any amounts advanced to the extent that a court of competent jurisdiction determines that an Indemnified Person acted fraudulently, recklessly or engaged in willful misconduct.  

(c)Management Company hereby agrees to indemnify defend and hold harmless Mediaco and its Affiliates for any and all loss, liability, cost and expense (including but not limited to reasonable attorneys’ fees and expenses) incurred by Mediaco or its Affiliates arising out of the fraud, recklessness or the willful misconduct of Management Company or any Manager.  The maximum liability of the Management Company or Mediaco in respect of an indemnification claim under this Section 15 shall not exceed [***] hereunder; provided, however, that the foregoing limitation shall not apply to any claims based on, related to or in connection with fraud, willful misconduct and/or a breach of the provisions of Sections 11 and 12 of this Agreement.

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16.Governing Law; Waiver of Jury Trial.

(a)Except as otherwise set forth in this Agreement, this Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.  In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.

(b)AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

17.Jurisdiction; Service of Process.  ANY ACTION WITH RESPECT TO THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS, IN EACH CASE, SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN DELAWARE STATE COURT AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF INDIANA). EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES AND CONSENTS TO PERSONAL JURISDICTION, SERVICE OF PROCESS AND VENUE IN THE AFORESAID COURTS AND WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION WITH RESPECT TO THIS AGREEMENT (I) ANY CLAIM THAT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS SECTION 17, (II) ANY CLAIM THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) AND (III) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) THE ACTION IN SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (B) THE VENUE OF SUCH ACTION IS IMPROPER OR (C) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF,

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MAY NOT BE ENFORCED IN OR BY SUCH COURTS.  THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.

18.Further Assurances.  The parties shall execute and deliver such further instruments and do such further acts and things as may reasonably be required to carry out the intent and purposes of this Agreement.

19.Amendment; Waiver.  This Agreement may not be amended except by an instrument in writing signed by each of the Parties.  No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.  Any agreement on the part of any Party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

20.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Electronically transmitted copies of this Agreement and electronically transmitted signature pages shall be binding and effective as to all Parties and may be used in lieu of the original Agreement, and, in particular, in lieu of original signatures, for any purpose whatsoever.

21.Remedies.  Each of the parties agree that money damages would not be a sufficient remedy for any breach by either Party or any of its Affiliates of this Agreement, and that, in addition to all other remedies that may be available, Mediaco shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and each Party further agrees to waive and to use its best efforts to waive, any requirement for the securing or posting of any bond in connection with any such remedy.

22.Construction of Agreement.  The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

23.No Joint Venture.  This Agreement is not intended to be and shall not be construed as a partnership or joint venture agreement between the Parties.  Except as otherwise specifically provided in this Agreement, no party to this Agreement shall be authorized to act as agent of or otherwise represent any other Party to this Agreement.

24.No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties and their respective successors and permitted assigns and any Management Indemnified Persons or Mediaco Indemnified Persons) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Management Agreement as of the day and year first above written.

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SCHEDULE A

Management Services

Subject in all respects to the ultimate authority of Mediaco, such authority to be exercised in good faith compliance with applicable law, and the terms and conditions of the Agreement, Management Company shall provide Mediaco with the following services:

1.Working with the general manager of the Stations (the “General Manager”) in the operation of the Stations, including with respect to the oversight and supervision of all employees of Mediaco (or, during the term of the Leasing Agreement, the Leased Employees, as defined therein) in connection with the Business, and Mediaco’s determination of compensation levels for the employees in the Business; provided, however, that (A) the selection of the General Manager, his or her employment terms, including compensation and the decision to replace him or her, shall be at the sole discretion of Mediaco, (B) Management Company shall not (1) make any significant changes in the allocation of compensation among Management Company employees the result of which would be to increase the allocation to Mediaco or (2) terminate any of [__] or [__] and (C) Mediaco shall have ultimate authority over the termination of any employees of Mediaco (including the General Manager) and the right to request that employees of Management Company not provide services to Mediaco (or, during the term of the Leasing Agreement, the Leased Employees);

2.Supervising the collection by Mediaco of all fees, charges and other compensation due Mediaco;

3.Supervising Mediaco’s maintenance and operation of the Stations’ facilities, providing for normal repairs, replacements and maintenance of the Stations and assets of Mediaco at the sole and exclusive expense of Mediaco, and supervising the retention of vendors and contractors by Mediaco with respect to the foregoing;

4.Supervising the disbursement of salaries and any other compensation due to Leased Employees or the employees of Mediaco and the withholding and disbursements thereon, and any sums payable by Mediaco as operating expenses, including Management Company’s compensation hereunder;

5.Supervising Mediaco’s marketing, sales promotion and advertising for the Stations;

6.Negotiating agreements, contracts and arrangements with respect to the operation of the Stations and the Business for execution by Mediaco;

7.Supervising Mediaco’s system of office records, books and accounts for conformity with U.S. generally accepted accounting principles, consistently applied, and other record keeping practices customary in the radio industry for enterprises of the size, scope and scale of Mediaco;

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8.Supervising Mediaco’s purchase of equipment and other goods, programming (as directed by Mediaco), and other services and materials;

9.Supervising the acquisition and maintenance of property, general liability, D&O, media liability, and other insurance for Mediaco (including without limitation for the Stations), with such coverage amounts and deductibles as are reasonably comparable to the prevailing industry standards;

10.Assisting Mediaco in the operation of the Business in compliance in all material respects with Law and the FCC Licenses for the Stations, including the maintenance, extension and renewal of such FCC Licenses;

11.Assisting in Mediaco’s compliance in all material respects with all Laws and, to the extent reasonably practicable, supervising Mediaco’s pursuit of remedies of any violations of any Laws;

12.Advising on policy decisions of Mediaco with regard to the operation of the Stations, including but not limited to financial planning, establishment of rates and prices, advertising and promotional campaigns and programming, subject in all respects to Mediaco’s ultimate authority over Station operations; provided, however, that without the prior written approval of Mediaco, Management Company shall not, and shall not attempt to cause Mediaco to: (A) reduce or eliminate the amount of local news broadcasts on the Stations or otherwise materially change the broadcast schedule and programming of the Stations; or (B) reduce or eliminate Mediaco’s expenses in any fiscal year by more than $500,000 in the aggregate from those reductions or eliminations included in the budget for Mediaco for such fiscal year;

13.Assisting Mediaco in its digital operations related to the Stations (e.g. social media, internet and similar platforms); and

14.Assisting Mediaco in pursuing business opportunities of which Management Company becomes aware and to which Management Company consents, such consent not to be unreasonably withheld.

Exhibit 10.4

SHARED SERVICES AGREEMENT
(WLIB)

This SHARED SERVICES AGREEMENT (the “Agreement”), effective as of November 25, 2019 (the “Effective Date”), is entered into by and between WBLS-WLIB LLC, an Indiana limited liability company (“Company”), and Mediaco Holdings Inc., an Indiana corporation (“Service Provider”).

RECITALS

WHEREAS, Service Provider is the prime tenant pursuant to that certain February 23, 1996 Lease (as amended, the “Prime Lease”) of certain real estate located on the 7^th Floor of an office building located at 395 W. Hudson St., New York, New York (the “Space”), and Service Provider uses the Space for the business and operations of radio broadcast stations WQHT-FM, New York, NY (Facility ID No. 19615) and WBLS-FM, New York, NY (Facility ID No. 28203) (the “Service Provider Stations”);

WHEREAS, Company is the licensee of radio broadcast station WLIB-AM, New York, NY (Facility ID No. 28204) (the “Station”);

WHEREAS, concurrently herewith Service Provider and an affiliate of Service Provider (as Licensee) and Company (as Programmer) are commencing a Local Programming and Marketing Agreement permitting Company to rebroadcast programming of the Station on WQHT-FM’s HD-2 channel (the “HD-2 LMA”); and

WHEREAS, Company desires to receive, and Service Provider is willing to provide, the Services (defined below), for the compensation, and otherwise on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the parties agree as follows:

AGREEMENT

Article 1
Services

1.1Provision of Services. During the term of this Agreement, Service Provider will allow Company, on the terms and conditions described herein, to use Service Provider’s facilities and equipment and to use Service Provider personnel, to assist Company in performing the Company’s obligations with respect to the ownership and operation of the Station consistent with past practices (the “Services”). All of the Services shall be for the sole use and benefit of Company.

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1.2Termination of Services. Company may elect to terminate any or all of the Services at any time upon thirty (30) days’ written notice to Service Provider, provided that no such termination shall relieve Company of its obligation to pay all amounts owing hereunder in connection with the Services through the effective date of such termination, together with the amount of all third-party commitments or cancellation charges incurred by Service Provider in connection with such termination.

Article 2
Compensation

2.1Compensation. Company will reimburse Service Provider for all out of pocket costs and expenses relating to, or incurred in connection with providing, the Services, including without limitation payments to third parties, purchase or leasing of equipment or supplies, rental value of equipment owned or leased by Service Provider, personnel, taxes, overhead, and management, but only to the extent that such costs and expenses are incremental to the costs and expenses Service Provider otherwise incurs in the operation of the Service Provider Stations, and provided further that Company shall separately engage or employ, and separately compensate, any employee of Service Provider who is providing services to the Station. Such compensation to Service Provider will be paid within [***] of invoice in immediately available funds, without offset, deduction, or counterclaim.

Article 3
Required CONSENTS

3.1Required Consents. Service Provider shall use commercially reasonable efforts to obtain any consents from third parties required to enable Service Provider to perform the Services (“Required Consents”), with all out-of-pocket expenses that may be associated with such efforts to be prepared by the Company. Company shall cooperate with Service Provider and provide Service Provider such assistance with regard to obtaining Required Consents as Service Provider may request. Notwithstanding anything in this Agreement to the contrary, if any third-party consent is required under an applicable agreement to permit shared use or sublicensing of an agreement pursuant hereto, then such use or sublicensing is subject to receipt of such consent. Neither party shall be obligated by this Agreement to pay any fee to any third party to obtain any Required Consent. If Service Provider is unable to obtain a Required Consent, Service Provider shall have no obligation hereunder to provide the applicable Services to which such Required Consent relates.

Article 4
Confidentiality; INTELLECTUAL PROPERTY

4.1Confidentiality. Each party will hold the confidential information of the other in confidence, and will share such information only with such party’s employees, contractors, or agents on a need to know basis, and will not release or use such information to the detriment of the other party.

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4.2Intellectual Property. Nothing in this Agreement shall be construed as an assignment or grant of any right, title or interest in any trademark, copyright, design, trade name, patent right or other intellectual property right.

Article 5
Personnel

5.1Personnel. Each party’s Personnel will remain employees, contractors, agents or representatives, as applicable, solely of such party, and will be under the direction, control and supervision of such party.

Article 6
LIMITATION OF LIABILITY; INDEMNITY

6.1Limitation of Liability. Neither party shall be liable to the other for monetary damages for any losses, claims, damages, or liabilities arising from any act or omission taken or omitted hereunder to the extent such act or omission was taken in good faith, was not attributable to such party’s material breach of this Agreement, and did not constitute fraud, willful misconduct, or recklessness. Notwithstanding any other provision herein, in no event shall either party have any liability to the other hereunder for any lost profits or consequential, punitive, special or indirect damages in connection with the performance or nonperformance of this Agreement (whether resulting from negligence or otherwise). Other than indemnification for third party claims under Section 6.3 and claims of fraud, willful misconduct or recklessness, the maximum liability of Service Provider to Company in connection with this Agreement, shall be the sum of the costs of the Services paid by Company to Service Provider hereunder during the twelve months preceding the date on which the claim first arose.

6.2Disclaimer of Warranties. Notwithstanding any other provision herein, Service Provider makes no representation or warranty, express or implied, with respect to the Services or Service Provider personnel provided pursuant to this Agreement, all of which are expressly disclaimed and waived by Company.

6.3Indemnity. Company will defend, indemnify, and hold harmless Service Provider, Landlord under the Prime Lease, and their respective affiliates, partners, members, officers, directors, managers, employees, agents, contractors, licensees and invitees (“Indemnified Parties”) from and against all suits, claims, demands, liability, damages, costs, and expenses relating to third party claims of every kind and nature, including reasonable attorneys’ fees and expenses, arising out of or relating to breach or default by Company of this Agreement and the acts or omissions of Company’s Personnel.

Article 7
Term and Termination

7.1Term. The term of this Agreement will commence on the Effective Date and will continue until the first to occur of: (a) August 14, 2023, (b) the termination of the Prime Lease, unless sooner terminated in accordance with the terms hereof, and (c) the Company’s election to terminate (the “Term”).

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7.2Termination for Breach. Each party will have the right to terminate this Agreement in whole or in part by giving to the other party written notice of termination if (i) the other party fails to make any payment due under this Agreement or perform any of the other obligations imposed upon it in any material respect under this Agreement, (ii) the non-breaching party sends the breaching party written notice of such failure, (iii) with respect to a monetary failure, Company does not cure the failure within [***] following the date of notice, but no more than two such cure periods shall be permitted, and (iv) with respect to a non-monetary failure, the breaching party does not cure the failure within [***] following the date of notice.

7.3Effect of Termination.

(a)Upon termination or expiration of this Agreement or a Service, Service Provider and Company shall promptly return to each other any of the other party’s equipment and materials containing the other party’s confidential information that are in the first party’s possession or control and that are not required for use in connection with any non-terminated Services. No termination shall relieve a party of liability for failure to comply with this Agreement prior to termination.

(b)If a portion of the use of Services provided by this Agreement is terminated pursuant to the terms of this Agreement, then (i) the Company shall be obligated to pay within five (5) business days after termination of this Agreement with respect to such use or Service all fees and expense reimbursements owing for the Services and otherwise hereunder through the effective date of such termination, together with the amount of all third-party commitments or cancellation charges incurred in connection with such termination, and (ii) such partial termination shall not affect the other terms and conditions of this Agreement with respect to any other Service then being provided pursuant to this Agreement, except in the case of a termination for breach pursuant to Section 7.2.

7.4Survival. The following provisions of this Agreement will survive the termination or expiration of this Agreement: Sections 4, 6, 7, and 8.2.

7.5Force Majeure. Neither party shall be liable for any default or delay in the performance of its non-monetary obligations under this Agreement if, and to the extent that, the default or delay is caused, directly or indirectly, by a Force Majeure Event. “Force Majeure Event” means an event such as a fire, flood, earthquake, war, act of terrorism, labor disputes, government or court action, failure of facilities, or act of God, with respect to which the non-performing party is without fault and the default or delay results from causes beyond such party’s reasonable control.

Article 8
access to SPACE

8.1Company Personnel Access. During the Term, Company personnel may have access to such portions of the Space as Service Provider shall from time to time designate in accordance with past practices for the purpose of producing programming for the Station, transmitting the Station’s programming to Company’s transmission tower site, Company work relating to such programming and transmitting, and for such other purposes as are mutually agreed

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by Company and Service Provider. No consideration shall be due for such use of the Space beyond the consideration otherwise due under this Agreement. Company shall not make any alterations to the Space without the advance written consent of Service Provider, which may be granted or withheld in Service Provider’ sole discretion. Only those employees, agents, and invitees of Company who have been approved by Service Provider in writing in advance will be permitted into the Space (the “Company Personnel”). Company and Company Personnel shall comply with all rules, regulations, and procedures established by Service Provider and/or the Prime Landlord, as in effect from time to time.

8.2Subordination to and Compliance with Prime Lease. This Agreement is expressly subordinate to the Prime Lease and, in the event that provision of the Services shall conflict in any respect with the Prime Lease, the Prime Lease shall control and this Agreement shall be deemed modified to eliminate such conflict. Company will keep, observe, and perform every term, provision, covenant, and condition required pursuant to the Prime Lease, all of which are incorporated herein by reference, to the extent relating to Company’s use of any part of the Space, and will not do or permit anything to be done that could constitute a default under the Prime Lease. Service Provider will have the same rights and remedies with respect to a breach of hereof or of the Prime Lease as the Landlord thereunder would have as against Service Provider, and Service Provider will have, with respect to Company, all of the rights as the Landlord under the Prime Lease would have. Service Provider will not be responsible for any breach of the Prime Lease by the Landlord under the Prime Lease.

8.3Insurance. Company will procure and maintain the following policies of insurance during the Term, each naming Service Provider as an additional insured: (a) Statutory Workers’ Compensation including $[***] Employers’ Liability; (b) Commercial General Liability including personal injury with limits not less than $[***] per occurrence; and (c) fire and extended coverage insurance on its property in the Space. Company will provide [***] written notification of any cancellation or expiration of any such policy, and will provide certificates of such policies to Service Provider upon request.

Article 9
MISCELLANEOUS

9.1Relationship of the Parties. Each party will be deemed to be an independent contractor and not an agent, joint venturer or representative of the other party. Neither party will have the right to create any obligations or responsibilities on behalf of or in the name of the other party. Neither party will hold itself out as a partner, employee, franchisee, representative, servant or agent of the other party.

9.2Waiver. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

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9.3Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when delivered by telecopy (with respect to this clause (iv), solely if receipt is confirmed), addressed as follows:

If to Company:

c/o Emmis Radio, LLC
One Emmis Plaza
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn: Legal Department
Tel: (317) 684-6565
Facsimile: (317) 684-5583

With a copy (which shall not constitute notice) to:

Edinger Associates PLLC
1725 I Street, NW, Suite 300
Washington, DC 20006
Attn: Brook Edinger
Tel: (202) 747-1693
Facsimile: (202) 747-1691

If to Service Provider:

Mediaco Holdings Inc.
C/O SG Broadcasting LLC
767 Fifth Ave, 12th Floor
New York, NY 10153
Attention: Gail Steiner, General Counsel
Tel: [***]
Facsimile: [***]

with a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Attention: Justin W. Chairman
Tel: (215) 963-5061
Facsimile: (215) 963-5001

or to such other address or addresses as the parties may from time to time designate in writing.

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9.4Assignment. No party shall assign this Agreement or any part thereof without the prior written consent of the other party, which shall not be unreasonably withheld. No assignment shall relieve a party of any obligations or liabilities under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding anything herein to the contrary, (a) Service Provider may assign this Agreement to any entity that is the successor Tenant under the Prime Lease, provided that such assignee agrees to assume all of the rights and obligations of Service Provider hereunder, and, in the event of such an assignment by Service Provider, Service Provider shall be released from all obligations hereunder from and after the effective date of such assignment, and (b) Company may assign this Agreement to any entity that is the successor FCC licensee of the Station, and, in the event of such an assignment by Company, Company shall be released from all obligations hereunder from and after the effective date of such assignment.

9.5Rights of Third parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement.

9.6Expenses. Except as otherwise provided herein, each party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants. No party may make any offset against amounts due to any other party pursuant to this Agreement.

9.7Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York.

9.8Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.9Entire Agreement. This Agreement (together with the Schedules hereto) constitutes the entire agreement among the parties relating to the transactions contemplated hereby and supersedes any other agreements, whether written or oral, that may have been made or entered into in respect of the subject matter hereof.

9.10Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as this Agreement and which makes reference to this Agreement.

9.11Severability. If any provision of this Agreement is held invalid or unenforceable by the Federal Communications Commission or any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties to the fullest extent possible.

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9.12Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.

(a)Each of the Service Provider, on the one hand, and Company, on the other hand, agrees that any dispute, controversy or claim arising out of or relating to this Agreement or the transaction contemplated thereby shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the Service Provider, Company, by this Agreement irrevocably and unconditionally:

(i)submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York and appellate courts having jurisdiction of appeals from any of the foregoing and agrees that all claims in respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court;

(ii)consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same;

(iii)agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 9.3; and

(iv)agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

(b)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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9.13Compliance with Communications Act. The transactions contemplated by this Agreement are intended to comply with the Communications Act of 1934, as amended, and the rules of the Federal Communications Commission. Such transactions will not be deemed to constitute “joint sales,” “time brokerage,” or “local marketing” arrangements, and this Agreement will not give Service Provider any rights to control the policies, finances, operations, management or programming of the Company station.

[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO SHARED SERVICES AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Shared Services Agreement to be duly executed as of the date first written above.

Exhibit 10.5

SHARED SERVICES AGREEMENT
(WEPN)

This SHARED SERVICES AGREEMENT (the “Agreement”), effective as of November 25, 2019 (the “Effective Date”), is entered into by and between Emmis Operating Company, an Indiana limited liability company (“Company”), and Mediaco Holdings Inc., an Indiana corporation (“Service Provider”).

RECITALS

WHEREAS, Service Provider is the prime tenant pursuant to that certain February 23, 1996 Lease (as amended or substituted, the “Prime Lease”) of certain real estate located on the 7^th Floor of an office building located at 395 W. Hudson St., New York, New York, and Service Provider uses such location for the business and operations of radio broadcast stations WQHT-FM, New York, NY (Facility ID No. 19615) and WBLS-FM, New York, NY (Facility ID No. 28203) (the “Business”);

WHEREAS, Company is the licensee of radio broadcast station WEPN-FM (the “Station”);

WHEREAS, the Company is party to a Local Programming and Marketing Agreement pursuant to which Company (as Licensee) provides air time to the Programmer thereunder to broadcast ESPN Radio on the Station; and

WHEREAS, Company desires to receive, and Service Provider is willing to provide, the Services (defined below), for the compensation, and otherwise on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the parties agree as follows:

AGREEMENT

Article 1
Services

1.1Provision of Services. During the term of this Agreement, Service Provider will allow Company, on the terms and conditions described herein, to use Service Provider’s facilities and equipment and to use Service Provider personnel, to assist Company in performing its obligations with respect to the Company’s ownership and operation of the Station consistent with past practices (the “Services”). All of the Services shall be for the sole use and benefit of Company.

Confidential Treatment Requested by

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Confidential Treatment Requested by

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1.2Termination of Services. Company may elect to terminate any or all of the Services at any time upon thirty (30) days’ written notice to Service Provider, provided that no such termination shall relieve Company of its obligation to pay all amounts owing hereunder in connection with the Services through the effective date of such termination, together with the amount of all third-party commitments or cancellation charges incurred by Service Provider in connection with such termination.

Article 2
Compensation

2.1Compensation. Company will reimburse Service Provider for all out of pocket costs and expenses relating to, or incurred in connection with providing, the Services, including without limitation payments to third parties, purchase or leasing of equipment or supplies, rental value of equipment owned or leased by Service Provider, personnel, taxes, overhead, and management, but only to the extent that such costs and expenses are incremental to the costs and expenses Service Provider otherwise incurs in the operation of the Business, and provided further that Company shall separately engage or employ, and separately compensate, any employee of Service Provider who is providing services to the Station. Such compensation to Service Provider will be paid within [***] of invoice in immediately available funds, without offset, deduction, or counterclaim.

Article 3
Required CONSENTS

3.1Required Consents. Service Provider shall use commercially reasonable efforts to obtain any consents from third parties required to enable Service Provider to perform the Services (“Required Consents”), with all out-of-pocket expenses that may be associated with such efforts to be paid by the Company. Company shall cooperate with Service Provider and provide Service Provider such assistance with regard to obtaining Required Consents as Service Provider may request. Notwithstanding anything in this Agreement to the contrary, if any third-party consent is required under an applicable agreement to permit shared use or sublicensing of an agreement pursuant hereto, then such use or sublicensing is subject to receipt of such consent. Neither party shall be obligated by this Agreement to pay any fee to any third party to obtain any Required Consent. If Service Provider is unable to obtain a Required Consent, Service Provider shall have no obligation hereunder to provide the applicable Services to which such Required Consent relates.

Article 4
Confidentiality; INTELLECTUAL PROPERTY

4.1Confidentiality. Each party will hold the confidential information of the other in confidence, and will share such information only with such party’s employees, contractors, or agents on a need to know basis, and will not release or use such information to the detriment of the other party.

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4.2Intellectual Property. Nothing in this Agreement shall be construed as an assignment or grant of any right, title or interest in any trademark, copyright, design, trade name, patent right or other intellectual property right.

Article 5
Personnel

5.1Personnel. Each party’s Personnel will remain employees, contractors, agents or representatives, as applicable, solely of such party, and will be under the direction, control and supervision of such party.

Article 6
LIMITATION OF LIABILITY; INDEMNITY

6.1Limitation of Liability. Neither party shall be liable to the other for monetary damages for any losses, claims, damages, or liabilities arising from any act or omission taken or omitted hereunder to the extent such act or omission was taken in good faith, was not attributable to such party’s material breach of this Agreement, and did not constitute fraud, willful misconduct, or recklessness. Notwithstanding any other provision herein, in no event shall either party have any liability to the other hereunder for any lost profits or consequential, punitive, special or indirect damages in connection with the performance or nonperformance of this Agreement (whether resulting from negligence or otherwise). Other than indemnification for third party claims under Section 6.3 and claims of fraud, willful misconduct or recklessness, the maximum liability of Service Provider to Company in connection with this Agreement, shall be the sum of the costs of the Services paid by Company to Service Provider hereunder during the twelve months preceding the date on which the claim first arose.

6.2Disclaimer of Warranties. Notwithstanding any other provision herein, Service Provider makes no representation or warranty, express or implied, with respect to the Services or Service Provider personnel provided pursuant to this Agreement, all of which are expressly disclaimed and waived by Company.

6.3Indemnity. Company will defend, indemnify, and hold harmless Service Provider, Landlord under the Prime Lease, and their respective affiliates, partners, members, officers, directors, managers, employees, agents, contractors, licensees and invitees (“Indemnified Parties”) from and against all suits, claims, demands, liability, damages, costs, and expenses relating to third party claims of every kind and nature, including reasonable attorneys’ fees and expenses, arising out of or relating to breach or default by Company of this Agreement and the acts or omissions of Company’s Personnel.

Article 7
Term and Termination

7.1Term. The term of this Agreement will commence on the Effective Date and will continue until the first to occur of: (a) August 31, 2024, and (b) the Company’s election to terminate, unless sooner terminated in accordance with the terms hereof (the “Term”).

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7.2Termination for Breach. Each party will have the right to terminate this Agreement in whole or in part by giving to the other party written notice of termination if (i) the other party fails to make any payment due under this Agreement or perform any of the other obligations imposed upon it in any material respect under this Agreement, (ii) the non-breaching party sends the breaching party written notice of such failure, (iii) with respect to a monetary failure, Company does not cure the failure within [***] following the date of notice, but no more than two such cure periods shall be permitted, and (iv) with respect to a non-monetary failure, the breaching party does not cure the failure within [***] following the date of notice.

7.3Effect of Termination.

(a)Upon termination or expiration of this Agreement or a Service, Service Provider and Company shall promptly return to each other any of the other party’s equipment and materials containing the other party’s confidential information that are in the first party’s possession or control and that are not required for use in connection with any non-terminated Services. No termination shall relieve a party of liability for failure to comply with this Agreement prior to termination.

(b)If a portion of the use of Services provided by this Agreement is terminated pursuant to the terms of this Agreement, then (i) the Company shall be obligated to pay within [***] after termination of this Agreement with respect to such use or Service all fees and expense reimbursements owing for the Services and otherwise hereunder through the effective date of such termination, together with the amount of all third-party commitments or cancellation charges incurred in connection with such termination, and (ii) such partial termination shall not affect the other terms and conditions of this Agreement with respect to any other Service then being provided pursuant to this Agreement, except in the case of a termination for breach pursuant to Section 7.2.

7.4Survival. The following provisions of this Agreement will survive the termination or expiration of this Agreement: Sections 4, 6, and 7.

7.5Force Majeure. Neither party shall be liable for any default or delay in the performance of its non-monetary obligations under this Agreement if, and to the extent that, the default or delay is caused, directly or indirectly, by a Force Majeure Event. “Force Majeure Event” means an event such as a fire, flood, earthquake, war, act of terrorism, labor disputes, government or court action, failure of facilities, or act of God, with respect to which the non-performing party is without fault and the default or delay results from causes beyond such party’s reasonable control.

Article 8
MISCELLANEOUS

8.1Relationship of the Parties. Each party will be deemed to be an independent contractor and not an agent, joint venturer or representative of the other party. Neither party will have the right to create any obligations or responsibilities on behalf of or in the name of the other party. Neither party will hold itself out as a partner, employee, franchisee, representative, servant or agent of the other party.

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8.2Waiver. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

8.3Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when delivered by telecopy (with respect to this clause (iv), solely if receipt is confirmed), addressed as follows:

If to Company:

c/o Emmis Operating Company
One Emmis Plaza
40 Monument Circle
Suite 700
Indianapolis, Indiana 46204
Attn: Legal Department
Tel: (317) 684-6565
Facsimile: (317) 684-5583

With a copy (which shall not constitute notice) to:

Edinger Associates PLLC
1725 I Street, NW, Suite 300
Washington, DC 20006
Attn: Brook Edinger
Tel: (202) 747-1693
Facsimile: (202) 747-1691

If to Service Provider:

Mediaco Holdings Inc.
C/O SG Broadcasting LLC
767 Fifth Ave, 12th Floor
New York, NY 10153
Attention: Gail Steiner, General Counsel
Tel: [***]
Facsimile: [***]

with a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Attention: Justin W. Chairman
Tel: (215) 963-5061
Facsimile: (215) 963-5001

or to such other address or addresses as the parties may from time to time designate in writing.

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8.4Assignment. No party shall assign this Agreement or any part thereof without the prior written consent of the other party, which shall not be unreasonably withheld. No assignment shall relieve a party of any obligations or liabilities under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding anything herein to the contrary, (a) Service Provider may assign this Agreement to any entity that is the successor Tenant under the Prime Lease, provided that such assignee agrees to assume all of the rights and obligations of Service Provider hereunder, and, in the event of such an assignment by Service Provider, Service Provider shall be released from all obligations hereunder from and after the effective date of such assignment, and (b) Company may assign this Agreement to any entity that is the successor FCC licensee of the Station, and, in the event of such an assignment by Company, Company shall be released from all obligations hereunder from and after the effective date of such assignment.

8.5Rights of Third parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement.

8.6Expenses. Except as otherwise provided herein, each party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants. No party may make any offset against amounts due to any other party pursuant to this Agreement.

8.7Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York.

8.8Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.9Entire Agreement. This Agreement (together with the Schedules hereto) constitutes the entire agreement among the parties relating to the transactions contemplated hereby and supersedes any other agreements, whether written or oral, that may have been made or entered into in respect of the subject matter hereof.

8.10Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as this Agreement and which makes reference to this Agreement.

8.11Severability. If any provision of this Agreement is held invalid or unenforceable by the Federal Communications Commission or any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties to the fullest extent possible.

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8.12Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.

(a)Each of the Service Provider, on the one hand, and Company, on the other hand, agrees that any dispute, controversy or claim arising out of or relating to this Agreement or the transaction contemplated thereby shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the Service Provider, Company, by this Agreement irrevocably and unconditionally:

(i)submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York and appellate courts having jurisdiction of appeals from any of the foregoing and agrees that all claims in respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court;

(ii)consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same;

(iii)agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 8.3; and

(iv)agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

(b)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Confidential Treatment Requested by

Emmis Communications Corporation

8.13Compliance with Communications Act. The transactions contemplated by this Agreement are intended to comply with the Communications Act of 1934, as amended, and the rules of the Federal Communications Commission. Such transactions will not be deemed to constitute “joint sales,” “time brokerage,” or “local marketing” arrangements, and this Agreement will not give Service Provider any rights to control the policies, finances, operations, management or programming of the Company station.

[SIGNATURE PAGE FOLLOWS]

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Confidential Treatment Requested by

Mediaco Holdings Inc.

SIGNATURE PAGE TO SHARED SERVICES AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Shared Services Agreement to be duly executed as of the date first written above.

Exhibit 10.6

LOCAL PROGRAMMING AND MARKETING AGREEMENT

(WQHT HD2)

THIS LOCAL PROGRAMMING AND MARKETING AGREEMENT (this “Agreement”) is made as of November 25, 2019 by and between MediaCo Holding Inc., an Indiana corporation (the “Licensee”), and WBLS-WLIB LLC, an Indiana limited liability company (“Programmer”).

Recitals

A.Licensee owns and operates the following radio station (the “Station”) pursuant to licenses issued by the Federal Communications Commission (“FCC”): WQHT-FM, New York, NY (Facility ID No. 19615). The Station has the capability to transmit an in-band, on-channel (“IBOC”) digital broadcast signal.

B.Programmer desires to have radio broadcast station WLIB-AM, New York, NY (Facility ID No. 28204) (“WLIB”) rebroadcast on the Station’s HD-2 channel (the “HD2 Channel”) at a bandwidth of 24kbps.

C.Licensee has agreed to make available to Programmer airtime on the HD2 Channel and accept for rebroadcast the programs of WLIB on the terms and conditions set forth in this Agreement.

Agreement

NOW, THEREFORE, taking the foregoing recitals into account, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.Agreement Term. The term of this Agreement (the “Term”) will begin on the date hereof (the “Commencement Date”), and will continue until the earlier of (i) December 31, 2022, (ii) the termination or expiration of the Studio Lease (defined below), (iii) election to terminate and notice thereof given by Programmer to Licensee, and (iv) mutual written consent of Licensee and Programmer (the “Term”), unless extended or earlier terminated pursuant to Section 11 hereof. The term “Studio Lease” means that certain Lease dated as of February 23, 1996 of certain real estate located on the 7^th Floor of an office building located at 395 Hudson St., New York, New York.

2.Programmer’s Use of Airtime and Provision of Programming. During the Term, and subject in all respects to Section 6 hereof, Programmer shall be entitled to simulcast the programming of WLIB (the “WLIB Programs”) on the HD2 Channel, excluding the period from 6:00 a.m. to 8:00 a.m. each Sunday morning, on the terms specified below, and shall transmit to Licensee the WLIB Programs for broadcast on the HD2 Channel twenty-four (24) hours per day, seven (7) days per week, excluding the period from 6:00 a.m. to 8:00 a.m. each Sunday morning (the “Broadcasting Period”). Programmer will transmit, at its own cost, the WLIB Programs to the Station’s transmitting facilities via a mode of transmission (e.g., satellite facilities, microwave facilities and/or telephone lines) that will ensure that the WLIB Programs meet technical and quality standards at least equal to those of the HD2 Channel’s broadcasts prior to commencement of the Term.

3.Broadcasting Obligations. During the Term, Licensee shall broadcast on the HD2 Channel the WLIB Programs delivered by Programmer during the Broadcasting Period specified in Section 2 above, subject to the provisions of Section 6 below.

4.Advertising Sales. Programmer shall not separately sell advertising time on the HD2 Channel but may market the WLIB Programs as being rebroadcast on the HD2 Channel.

5.Term Payments. No payment is due from Programmer to Licensee for broadcast of the Programs pursuant to this Agreement.

6.Operation, Ownership and Control of the Station. Notwithstanding anything to the contrary in this Agreement Licensee will have full authority, power and control over the operation of the Station, including the HD2 Channel, and over all persons working at the Station’s facilities during the Term. Licensee will bear the responsibility for the Station’s compliance with all applicable provisions of the rules and policies of the FCC. Nothing contained herein shall prevent Licensee from (a) rejecting or refusing programs which Licensee believes to be contrary to the public interest, or (b) substituting programs which Licensee believes to be of greater local or national importance or which are designed to address the problems, needs and interests of the local communities. Licensee reserves the right to refuse to broadcast any WLIB Program containing matter which violates any right of any third party or which constitutes a personal attack. Licensee also reserves the right to refuse to broadcast any WLIB Program which does not meet the requirements of the rules, regulations, and policies of the FCC or the regulations and restrictions set forth in Section 8. Licensee further reserves the right to preempt any WLIB Program in the event of a local, state, or national emergency. Licensee agrees that its right of preemption shall not be exercised in an arbitrary or unreasonable manner, or for commercial advantage. Licensee reserves the right to delete any commercial announcements that do not comply with the requirements of the FCC’s sponsorship identification policy. Programmer will immediately serve Licensee with notice and a copy of any letters of complaint it receives concerning any WLIB Program for Licensee review.  Licensee’s rights under this Section 6 and its decisions regarding whether to exercise such rights in any particular circumstance shall not in any way affect Programmer’s obligations under Section 12 hereunder. Pursuant to Note 2 to Section 73.3555 of the FCC’s rules, Licensee certifies that it maintains ultimate control over WQHT(FM)’s finances, personnel and programming, and Programmer certifies that this Agreement complies with Section 73.3555(b) of the FCC’s rules.

7.Music Licenses. During the Term, Programmer will obtain and maintain in full force and effect in its own name all necessary or appropriate music licenses with respect to the WLIB Programs rebroadcast on the HD2 Channel. Programmer represents and warrants to Licensee that Programmer has all rights in and to the WLIB Programs necessary or appropriate to rebroadcast such WLIB Programs on the HD2 Channel.

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8.Programs.

8.1Production of the Programs. Programmer agrees that the contents of the WLIB Programs it transmits to Licensee shall conform to all FCC rules, regulations and policies. Programmer shall provide only the WLIB Programs, and not any other programming, for broadcast on the HD2 Channel.

8.2Political Time. Licensee shall oversee and take ultimate responsibility with respect to the provision of equal opportunities, lowest unit charge, and reasonable access to political candidates, and compliance with the political broadcast rules of the FCC. During the Term, Programmer shall cooperate with Licensee as Licensee complies with its political broadcast responsibilities, and shall supply such information promptly to Licensee as may be necessary to comply with the political advertising time record keeping, reasonable access, and lowest unit charge requirements of federal law. Programmer shall release advertising availabilities to Licensee during the Broadcasting Period as necessary to permit Licensee to comply with the political broadcast rules of the FCC and the Communications Act of 1934, as amended.

9.Expenses. During the Term, Programmer will be responsible for (i) the salaries, taxes, insurance and related costs for all personnel used in the production of the WLIB Programs, (ii) all other costs associated with the production of the WLIB Programs supplied to Licensee, and (iii) the costs of delivering the WLIB Programs to Licensee.

10.Call Signs. During the Term, Licensee will retain all rights to the call letters of the Station or any other call letters which may be assigned by the FCC for use by the Station. Programmer shall include in the WLIB Programs it delivers for broadcast an announcement at the beginning of each hour of such WLIB Programs to identify such call letters, as well as any other announcements required by the rules and regulations of the FCC. Programmer is specifically authorized to use such call letters in its WLIB Programs and in any promotional material, in any media, used to promote the WLIB Programs.

11.Events of Default; Termination.

11.1Programmer’s Events of Default. The occurrence of any of the following will be deemed an Event of Default by Programmer under this Agreement: (a) Programmer fails to observe or perform its obligations contained in this Agreement in any material respect; or (b) Programmer breaches the representations and warranties made by it under this Agreement in any material respect.

11.2Licensee Events of Default. The occurrence of the following will be deemed an Event of Default by Licensee under this Agreement: (a) Licensee fails to observe or perform its obligations contained in this Agreement in any material respect; or (b) Licensee breaches the representations and warranties made by it under this Agreement in any material respect.

11.3Cure Period. Notwithstanding the foregoing, any Event of Default will not be deemed to have occurred until fifteen (15) days after the non-defaulting party has provided the defaulting party with written notice specifying the Event of Default and such Event of Default remains uncured.

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11.4Termination in the Event of Default. Upon the occurrence of an Event of Default, and in the absence of a timely cure pursuant to Section 11.3, the non-defaulting party may terminate this Agreement, effective immediately upon written notice to the defaulting party.

11.5Cooperation Upon Termination. If this Agreement is terminated for any reason, the parties agree to cooperate with one another and to take all actions necessary to rescind this Agreement and return the parties to the status quo ante.

12.Indemnification. Programmer shall indemnify and hold Licensee harmless against any and all liability arising from Programmer’s use of Licensee’s facilities, if any, or from the broadcast of the WLIB Programs on the HD2 Channel, including without limitation for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights or any other violation of third party rights or FCC rules or other applicable law. The obligations under this Section shall survive any termination of this Agreement.

13.Authority. Programmer and Licensee each represent and warrant to the other that (i) it has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, (ii) it is in good standing in the jurisdiction of its organization and is qualified to do business in all jurisdictions where the nature of its business requires such qualification, (iii) it has duly authorized this Agreement, and this Agreement is binding upon it, and (iv) the execution, delivery, and performance by it of this Agreement does not conflict with, result in a breach of, or constitute a default or ground for termination under any agreement to which it is a party or by which it is bound.

14.Modification and Waiver; Remedies Cumulative. No modification of any provision of this Agreement will be effective unless in writing and signed by all parties. No failure or delay on the part of Programmer or Licensee in exercising any right or power under this Agreement will operate as a waiver of such right or power, nor will any single or partial exercise of any such right or power or the exercise of any other right or power preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Except as otherwise provided in this Agreement, the rights and remedies provided in this Agreement are cumulative and are not exclusive of any other rights or remedies which a party may otherwise have.

15.Assignability; No Third-Party Rights. Programmer may not assign this Agreement without the prior written consent of Licensee, which shall not be unreasonably withheld, conditioned, or delayed. No transfer or assignment shall relieve Programmer of any obligation or liability under this Agreement. The covenants, conditions and provisions hereof are and shall be for the exclusive benefit of the parties hereto and their successors and permitted assigns, and nothing herein, express or implied, is intended or shall be construed to confer upon or to give any person or entity other than the parties hereto and their successors and permitted assigns any right, remedy or claim, legal or equitable, under or by reason of this Agreement.

16.Construction. This Agreement will be construed in accordance with the laws of the State of Indiana without regard to principles of conflicts of laws.

17.Counterpart Signatures. This Agreement may be signed in one or more counterparts, each of which will be deemed a duplicate original.

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18.Notices. Any notice pursuant to this Agreement shall be in writing and shall be deemed delivered on the date of personal delivery or confirmed delivery by a nationally-recognized overnight courier service, or on the third day after prepaid mailing by certified U.S. mail, return receipt requested, and shall be addressed as follows (or to such other address as any party may request by written notice):

19.Entire Agreement. This Agreement embodies the entire agreement, and supersedes all prior oral or written understandings, between the parties with respect to the subject matter of this Agreement.

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20.Relationship of Parties. Neither the Programmer nor Licensee will be deemed to be the agent, partner, or representative of the other party to this Agreement, and neither party is authorized to bind the other to any contract, agreement, or understanding.

21.Force Majeure and Facilities Upgrades. The failure of either party hereto to comply with its obligations under this Agreement due to (i) facility maintenance, repair or modification at a transmitter site or to move a transmitter site in response to FCC authorization of an improvement to or modification of the Station’s operating parameters, or (ii) with respect to a failure to comply with an obligation under this Agreement, acts of God, strikes or threats thereof or a force majeure event or due to causes beyond such party’s reasonable control, will not constitute an Event of Default under Section 11 of this Agreement and neither party will be liable to the other party therefor. Programmer and Licensee each agrees to exercise its commercially reasonable efforts to remedy the conditions described in parts “(i)” and “(ii)” of this Section as soon as practicable.

22.Subject to Laws; Partial Invalidity. The obligations of the parties under this Agreement are subject to the rules, regulations and policies of the FCC and all other applicable laws. The parties agree that Licensee may file a copy of this Agreement with the FCC. If any provision in this Agreement is held to be invalid, illegal, or unenforceable, so long as no party is deprived of the benefits of this Agreement in any material respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if it did not contain such invalid, illegal, or unenforceable provision.

23.Headings. The headings of the various provisions of this Agreement are included for convenience only, and no such heading shall in any way affect or alter the meaning of any provision.

24.Successors and Assigns. Subject to the provisions of Section 15 above, this Agreement shall be binding and inure to the benefit of Licensee and its successors and assigns and Programmer and its permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO

LOCAL PROGRAMMING AND MARKETING AGREEMENT

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

Exhibit 10.7

ANTENNA SITE AGREEMENT
(WBLS Aux)

1.Premises and Use. WLIB Tower LLC, an Indiana limited liability company (“Owner”), hereby licenses to Mediaco Holdings Inc., an Indiana corporation (“Licensee”), the site described below: antenna space on the tower (the “Tower”); ground space for placement of Pad or Shelter (“Shelter”) for Licensee’s transmission equipment or space in the existing equipment building; space for Licensee’s genset and related fuel tank, equipment, and cabling; and space required for Licensee’s cable ladders, cable runs, and cable bridges to connect telecommunications equipment and antennas, in the location at which such equipment is currently installed as further shown on Exhibit A, together with a non-exclusive easement for reasonable access thereto and to the source of electric and telephone facilities, in all cases consistent with past practices (collectively, the “Site”). The Site will be used by Licensee for the purpose of installing, removing, replacing, modifying, maintaining and operating, at its expense, a telecommunications service system facility consisting of the antenna(s) and related equipment set forth on Exhibit B (the “Equipment”). Licensee will use commercially reasonable efforts to use the Site in a manner which will not unreasonably disturb the occupancy of Owner; provided however, that Licensee’s equipment was installed at the Site prior to any other existing Licensee’s or licensee’s equipment and shall be considered “first in time” and Licensee’s right to use the Site in accordance with past practice in all material respects shall be superior to the right to use the Site of every other current and future user of the Site. Owner, at Owner’s sole cost and expense, shall maintain and repair (and if necessary, replace) the Tower, the equipment building, and all improvements thereon in good order and repair sufficient for the operation of the Tower and the use of the Site by Licensee consistent with past practice, and in compliance with all laws, codes, regulations, and orders, including without limitation all FAA and FCC rules and regulations. Owner shall maintain all required records and shall file any required notification concerning any failure of, repairs to, and correction of the Tower in compliance with the rules and regulations of the FAA, the FCC, and all other applicable governmental authorities. Owner shall maintain access to and the appearance of the Site, including the access road, weeding and mowing, and similar.

2.Term. The “Term” of this Agreement shall be ten (10) years beginning on the date hereof (“Commencement Date”) and terminating on the twentieth anniversary of the Commencement Date (the “Initial Term”). This Agreement will automatically renew for two (2) additional terms (each a “Renewal Term” and together with the Initial Term the “Term”) of ten (10) years each, unless Licensee provides notice to Owner of its intention not to renew not less than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term.

3.License Fee. The license fee shall be Ten Dollars ($10) per annum, payable in advance in a lump sum, the receipt of which is hereby acknowledged by Owner.

4.Title and Quiet Possession. Owner represents and agrees (a) that it is in possession of the Site as fee owner; (b) that it has the right to enter into this Agreement; (c) that the person signing this Agreement has the authority to sign; and (e) that Licensee is entitled to the quiet possession of the Site subject to zoning and other requirements imposed by governmental authorities, any easements, restrictions, or encumbrances of record throughout the Term. This Agreement shall be subordinate to any mortgage or deed of trust now of record against the Site; but, solely with respect to any mortgage or deed of trust granted by Owner, only if the holder of any mortgage or deed of trust agrees not to disturb Licensee’s peaceable enjoyment of the Site upon any foreclosure or other proceeding by such party pursuant to a customary subordination, nondisturbance and attornment agreement in form and substance reasonably acceptable to Licensee.

Confidential Treatment Requested by

Emmis Communications Corporation

Confidential Treatment Requested by

Emmis Communications Corporation

5.Assignment/Subletting. Licensee may not assign or transfer this Agreement without the prior written consent of Owner, which consent will not be unreasonably withheld, delayed or conditioned. However, Licensee may assign without the Owner’s prior written consent to any party acquiring the broadcast facilities and FCC license operated by Licensee at the Site. In the event that Owner transfers the Site or any interest in the Site, it shall require the transferee of the Site to assume and agree to perform this Agreement.

6.Access and Security. Licensee will have unrestricted access twenty-four (24) hours a day seven (7) days a week to the Site, the Shelter, and the Tower.

7.Notices. All notices must be in writing and are effective when deposited in the U.S. mail, certified and postage prepaid, or when sent via overnight delivery, to the address set forth below, or as otherwise provided by law.

with a copy (which shall not constitute notice) to:

Edinger Associates PLLC
1725 I Street, NW, Suite 300
Washington, DC 20006
Attention: Brook Edinger
Facsimile: (202) 747-1691

with a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Attention: Justin W. Chairman
Facsimile: (215) 963-5001

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Confidential Treatment Requested by

Emmis Communications Corporation

8.Installation and Improvements. Owner and Licensee acknowledge that the Equipment was previously installed at the Site and on the Tower prior to the date hereof. Prior to installing any additional Equipment at the Site or making any changes, modifications or alterations to such Equipment, Licensee, at its expense, will obtain all required approvals and will submit to Owner plans, specifications and proposed dates of the planned installation or other activity. All installation of or other work on the Equipment on the Tower will be at Licensee’s sole expense and performed by contractors selected by Licensee. Upon termination or expiration of this Agreement, Licensee shall remove its Equipment and improvements and will restore the Site to the condition existing on the Commencement Date, except for ordinary wear and tear; provided, however, that Owner may require Licensee to leave in place any Equipment to the extent the removal of such Equipment would interfere with the broadcast operations of WLIB-AM.

9.Compliance with Laws. Owner accepts responsibility for, and will ensure, the Tower’s and Site’s compliance with all laws, rules and regulations applicable to the Tower or the Site, including tower or building marking, fencing, painting, and lighting regulations promulgated by the Federal Aviation Administration “FAA” or the Federal Communications Commission “FCC,” as applicable. Owner represents and warrants that the Site complies with all applicable tower or building marking or lighting regulations promulgated by the FAA or the FCC, which Owner shall maintain in compliance with applicable law and regulations in all material respects.

10.Insurance. Licensee will procure and maintain a public liability policy, with limits of not less than $[***] for bodily injury, $[***] for property damage, $[***] aggregate, with a certificate of insurance to be furnished to Owner within [***] of request and prior to performing any work. Should policies be cancelled before the expiration date listed on certificates provided, Licensee agrees to provide [***] written notification of said cancellation. Owner shall carry public liability insurance covering the Tower and the Site. Owner shall maintain the following insurance coverage: (i) Statutory Workers’ Compensation including $[***] Employers’ Liability; (ii) Commercial General Liability including personal injury with limits not less than $[***] per occurrence; (iii) Automobile Liability with limits not less than $[***] per occurrence; and (iv) Fire and extended coverage insurance on the Tower and the Site. All policies required to be provided pursuant to this paragraph shall contain a waiver of subrogation in favor of Licensee. Owner shall provide certificates evidencing said coverage to Licensee upon request. Owner shall provide a declaration of said policies to Licensee upon request.

11.Interference; Licensee is First in Time.

(a)As Licensee’s Equipment was installed on the Tower and at the Site prior to the installation of any other existing Licensee’s equipment, Licensee’s equipment shall be considered “first in time” and Licensee’s right to use the Site in accordance with past practice in all material respects shall be superior to the right to use the Site of every other current and future user of the Site, subject, however, to the existence of provisions in tower space agreements of other licensees on the tower as of the date of this Agreement permitting Owner to enforce Licensee’s rights under this sentence. Owner shall cause all future users on the Tower (and all existing licensees on the Tower unless required otherwise by an existing licensee or lease) not to cause, by their transmitters or other activities, including the addition of any equipment at a future date, interference to Licensee or other licensees at the Site or on the Tower.

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Confidential Treatment Requested by

Emmis Communications Corporation

(b)Owner agrees that neither Owner nor other existing users of the Site other than Licensee as of the date hereof (unless directly permitted by such other users’ current lease or license) shall permit their equipment to interfere with Licensee’s transmissions or reception in accordance with Licensee’s FCC licenses. In the event that Licensee experiences RF interference caused by any other Licensee at the Tower, Licensee shall notify Owner in writing of such interference (the “Interference Notice”) and Owner shall, as soon as the applicable lease or license for such licensee permits, cause the party causing such interference to reduce power and/or cease operations in order to correct and eliminate such interference. In the event Owner is notified of any interference experienced by Licensee, Owner shall cause the entity responsible for the interference to perform (or cause to be performed) whatever actions are commercially reasonable and necessary at no cost or expense to Licensee to eliminate such interference within 24 hours following receipt of notice of such interference. Owner agrees that any future licenses, leases or other agreements with third parties for a transmission at the Tower, or at any other portion of the Site from which transmissions may cause interference to Licensee’s use of the Tower, will contain provisions that similarly require such users to correct or eliminate interference with Licensee’s operation of its Equipment within 24 hours following receipt of a notice of such interference.

(c)Without limiting Owner’s obligations hereunder, Owner will require non-interference language in all future lease, license, or similar agreements related to the Site sufficient to permit Owner to perform its obligations hereunder, and will fully enforce such language.

12.Utilities. Landlord will supply, without charge, all utilities used by Licensee at the Site. To the extent not already included in Licensee’s Equipment, Licensee may bring a temporary generator or other alternate source of power to the Site during any prolonged utility outage.

13.Termination by Licensee. Licensee may terminate this Agreement at any time by notice to Owner without further liability. Any such termination by Licensee shall not relieve Owner of liability for any breach or default hereunder.

14.Default. If either party is in default under this Agreement for a period of [***] following receipt of notice from the non-defaulting party, then the non-defaulting party may pursue any remedies available to it against the defaulting party under this Agreement and applicable law, including, but not limited to, the right to terminate this Agreement.

15.Taxes. Licensee shall pay all taxes, including, without limitation, sales, use and excise taxes, and all fees, assessments and any other cost or expense now or hereafter imposed by any government authority in connection with Licensee’s Equipment or Licensee’s use of the Site. Owner shall pay all real estate taxes levied on the Site and all taxes on the Tower and on any equipment located at the Site (other than Licensee’s).

16.Indemnity. Owner and Licensee each indemnifies the other against and holds the other harmless from any and all costs (including reasonable attorneys’ fees and costs) and claims of liability or loss which arise out of a breach or default by it of any provision of this Agreement which remains uncured after the expiration of the applicable cure periods under this Agreement and the use and/or occupancy of the Site by the indemnifying party. This indemnity does not apply to any claims arising from the gross negligence or intentional misconduct of the indemnified party.

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Confidential Treatment Requested by

Emmis Communications Corporation

17.Hazardous Substances. Licensee or Owner will not introduce or use, or permit any other party to introduce or use, any hazardous substance on the Site in violation of any applicable law, or permit any discharge or release of such substance on the Site, it being understood that Licensee may have fuel, oil, cleaning and maintenance supplies, and other similar items stored at the Site in compliance with applicable law in connection with any gensets or other ordinary course operations of Licensee at the Site.

18.RF Exposure; Scheduled Maintenance. Licensee agrees to reduce power or suspend operation of its Equipment if necessary and upon reasonable notice from Owner to prevent exposure of workers or the public to RF radiation in excess of the then-existing regulatory standards, provided that such reductions in power or suspension of operations shall not exceed two (2) hours in any one calendar month period, unless a reasonable amount of additional time is required under the circumstances, and shall be scheduled, if at all possible, between the hours of midnight and 5am local time. Owner agrees for itself and to direct other Licensees at the Tower to reduce power or suspend operation of their equipment if necessary and upon reasonable notice from Licensee to prevent exposure of workers or the public to RF radiation in excess of the then-existing regulatory standards, provided that such reductions in power or suspension of operations shall not exceed two (2) hours in any one calendar month period, unless a reasonable amount of additional time is required under the circumstances, and shall be scheduled, if at all possible, between the hours of midnight and 5am local time. Without limiting the foregoing for RF radiation and with respect to scheduled maintenance, Owner agrees to provide Licensee with at least ten (10) business days’ notice for maintenance on the Tower or surrounding property that will require Licensee to reduce power or suspend operations of its Equipment (except with respect to the requirements set forth above in this Section, a force majeure or other emergency). Owner agrees that it shall use all commercially reasonable efforts to schedule such maintenance either on weekends (for no more than 8 consecutive hours) or on weekday evening/overnight between 8:00 p.m. local time and 5:00 a.m. local time.

19.Miscellaneous. (a) This Agreement applies to and binds the heirs, successors, executors, administrators and assigns of the parties to this Agreement; (b) this Agreement is governed by the laws of the State in which the Site is located; (c) if requested by Licensee, Owner agrees to promptly execute and deliver to Licensee a recordable Memorandum of this Agreement in the form of Exhibit C; (d) this Agreement (including the Exhibits) constitutes the entire Agreement between the parties and supersedes all prior written and verbal agreements, representations, promises or understandings between the parties relating to the subject matter hereof. Any amendments to this Agreement must be in writing and executed by both parties; (e) if any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, will not be affected and each provision of this Agreement will be valid and enforceable to the fullest extent permitted by law; (f) the prevailing party in any action or proceeding in court or mutually agreed upon arbitration proceeding to enforce the terms of this Agreement is entitled to receive its reasonable attorneys’ fees and other reasonable enforcement costs and expenses from the non-prevailing party; and (g) failure or delay on the part of Licensee or Owner to exercise any right, power, or privilege hereunder will not operate as a waiver thereof; waiver of a breach of any provision hereof under any circumstances will not constitute a waiver of any subsequent breach of the provision, or of a breach of any other provision of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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Confidential Treatment Requested by

Emmis Communications Corporation

SIGNATURE PAGE TO TOWER SPACE AGREEMENT

Confidential Treatment Requested by

Emmis Communications Corporation

EXHIBIT A

SITE DESCRIPTION

Street Address:  1400 Valley Brook Avenue, Lyndhurst, New Jersey 07071

Legal Description:  

BEGINNING at a point on the Southwesterly line of Valley Brook Avenue distant thereon, along the various courses thereof, 1556.43 feet Southeasterly from the intersection of said street line with the Northwesterly line of lands of Bellemead Development Corporation, said line of Bellemead Development Corporation being also the Southeasterly line of lands now or formerly of Gotham Broadcasting Corporation, and from said point of beginning running thence:

EXCEPTING THEREOUT AND THEREFROM THOSE PREMISES SET FORTH IN DEED BOOK 8933, PAGE 264 AND DEED BOOK 6144, PAGE 438.

BEING ALSO KNOWN AS (REPORTED FOR INFORMATIONAL PURPOSES ONLY): Block 233, Lot 9 on the official tax map of the Township of Lyndhurst, County of Bergen, State of New Jersey.

BEING AND INTENDED TO BE the same premises acquired by Grantor from YMF MEDIA NEW YORK LLC, by deed dated June 10, 2014 and recorded July 7, 2014 in the record books of Bergen County, New Jersey in Deed Book 01701 at Page 1459-1466.

[Installation diagram to be attached.]

Confidential Treatment Requested by

Emmis Communications Corporation

EXHIBIT B

ANTENNA AND EQUIPMENT LIST

Six-bay side-mounted FM transmit antenna located on WLIB Tower #3

3-1/8” air-dielectric coaxial cable on tower and underground to transmitter building

FM Isocoupler

Air dehydrator

(2) Microwave dish antennas on short tower adjacent to transmitter building and associated radios and cabling

FM Receive antenna

FM transmitter

3-1/8” RF switch

3-1/8” rigid transmission line

Air-cooled dummy load

Equipment rack containing UPS, STL, switching, processing, and control equipment

Confidential Treatment Requested by

Emmis Communications Corporation

EXHIBIT C

FORM OF MEMORANDUM OF ANTENNA SITE AGREEMENT

MEMORANDUM OF ANTENNA SITE AGREEMENT

This memorandum evidences that an agreement was made and entered into by written ANTENNA SITE AGREEMENT dated [____________], 2019, between [____________], “Owner” and [____________] “Licensee,” the terms and conditions of which are incorporated herein by reference.

Such Agreement provides in part that Owner licenses to Licensee a ground space area consisting of approximately ___ ( ) square feet at that certain site “Site” located at ___, City of ________, County of ____, State of _______, within the property of or under the control of Owner which is described in Exhibit A attached hereto, with grant of easement for unrestricted rights of access thereto and to electric and telephone facilities for a term of Twenty (20) years, plus two (2) ten (10) year renewal terms, commencing on ___, 2019.

IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written.

[ADD SIGNATURES AND NOTARY]