Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.09 upon the earlier of (A) the failure of the Sellers to notify the Purchaser of a dispute within 30 Business Days of the Purchaser's delivery of the Closing Balance Sheet to the Sellers, (B) the resolution of all disputes, pursuant to Section 2.09(b)(ii), by the Purchaser's Accountants and the Sellers' Accountants and (C) the resolution of all disputes, pursuant to Section 2.09(b)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.09(b)(iv), within three Business Days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) In the event that the Adjusted Reference Net Working Capital exceeds the Net Working Capital reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit downward in the an amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast full amount by which the Adjusted Reference Net Working Capital exceeds the Net Working Capital shown on the Stations on or after Closing Balance Sheet, the Closing Date under Purchaser shall deliver written notice to the trade agreements included as part Sellers specifying the amount of such downward adjustment of the Contracts for which Seller has received goods Purchase Price, and services prior the Sellers shall, within three Business Days of their receipt of such notice, pay such amount to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined Purchaser in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)immediately available funds. (cii) If consents to In the assignment to Seller of event that the Real Estate Leases listed Net Working Capital reflected on Schedule 4.3(c), have not ----------------- been obtained as of the Closing DateBalance Sheet exceeds the Adjusted Reference Net Working Capital by at least the Designated Amount, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to then the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything adjusted upward in this Agreement an amount equal to the contrary notwithstanding, full amount by which the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.Net Working Capital shown on

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portionSellers shall, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. at least five (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (35) business days prior to the Closing Date, Seller shall provide cause to be prepared and delivered to Buyer with a statement (the “Preliminary Statement”), setting forth a detailed computation of Seller's reasonable and Sellers’ good faith estimate of each of the Acquisition Adjustment Amount Modified Net Working Capital as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the “Closing Date to review the Preliminary Acquisition Adjustment Report Modified Net Working Capital”) and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount Capital Expenditure Account Balance as of the Closing DateDate (the “Closing Date Capital Expenditure Account Balance”). If an agreement The estimate of Closing Date Modified Net Working Capital is reached within thirty referred to herein as the “Estimated Modified Net Working Capital” and the estimate of the Closing Date Capital Expenditure Account Balance is referred to herein as the “Estimated Closing Date Capital Expenditure Account Balance.” (30b) Within forty-five (45) calendar days after the Closing Date, then if Buyer shall cause to be prepared and delivered to Sellers a statement (the Acquisition “Statement”) setting forth Buyer’s calculations of Closing Date Modified Net Working Capital, the Closing Date Capital Expenditure Account Balance and the components and calculation of each, which comments and calculations shall be included and made in accordance with Section 1.2 of the Disclosure Letter and, to the extent not provided for therein, GAAP (in each case as and to the same extent determined pursuant to Section 1.2(c)(ii)). At the same time, Buyer shall also cause to be prepared and delivered to Sellers a statement (the “Adjustment Amount reflected on Statement”) setting forth the Preliminary Acquisition Adjustment Report is calculation (whether a credit to Buyer, Seller shall pay to Buyer by wire transfer positive or negative number) of immediately available funds, within five (5i) calendar days after such agreement is reached, the amount of the preliminary Acquisition Closing Date Modified Net Working Capital as shown on the Statement minus the Estimated Modified Net Working Capital plus (ii) the Closing Date Capital Expenditure Account Balance minus the Estimated Closing Date Capital Expenditure Account Balance (the sum of such amounts, whether a positive or negative number, the “Adjustment Amount”). Buyer shall provide Sellers and their accountants with access to the relevant books and records of the Company and the Sellers Employees to the extent required in connection with their review of and any dispute with respect to the Statement and the Adjustment Statement and shall furnish Sellers with any other information that might be relevant to the calculation of Closing Date Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance. If, and if at any time prior to the Acquisition Adjustment Amount reflected final resolution of all disputed items on the Preliminary Acquisition Statement or the Adjustment Report is a charge Statement, additional information shall become known to BuyerBuyer or Sellers that would change the amount of the Closing Date Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance shown on the Statement or the calculation thereof, then Buyer shall pay amend the Statement and Adjustment Statement to Seller by wire transfer reflect such additional information. Buyer or Sellers shall promptly notify Sellers or Buyer, as applicable, upon becoming aware of immediately available fundsany additional information prior to the end of the Resolution Period. (c) After receipt of the Statement and the Adjustment Statement, within five Sellers will have thirty (530) calendar days after such agreement is reached, from receipt to review the Statement and the Adjustment Statement together with the workpapers used in their preparation. Unless Sellers deliver to Buyer written notice setting forth in reasonable detail the specific items disputed by Sellers and a written statement setting forth Sellers’ calculation of each line item shown on the Statement so disputed and the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the in dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm"Sellers’ Statement”) shall resolve on or prior to the disputed itemsthirtieth (30th) day after receipt of the Statement and the Adjustment Statement, Sellers will be deemed to have accepted and agreed to the Statement and the Adjustment Statement and such agreement will be final, binding and conclusive. Any items on the Statement or Adjustment Statement as to which Sellers have not given notice of their objection and provided an alternative calculation on Sellers’ Statement will be deemed to have been agreed upon by the Parties, subject to the penultimate sentence of Section 1.3(b). If Sellers so notify Buyer of their objections to any of the Statement or the Adjustment Statement and provide Buyer with Sellers’ Statement in a timely manner, Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment ReportSellers will, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days following such notice (the “Resolution Period”), attempt to resolve their differences. Any resolution by Buyer and Sellers during the Resolution Period as to any disputed amounts will be final, binding and conclusive. If the amount claimed by Buyer on the Adjustment Statement to be owed by Sellers is less than the Escrow Amount, then, promptly after delivery of the Adjustment Statement, any amount on deposit in the Escrow Account that is in excess of the amount claimed by Buyer to be owed by Sellers under this Section shall be distributed from the date Escrow Account to Sellers in accordance with the Escrow Agreement, and Buyer agrees to reasonably cooperate with Sellers in any necessary joint instruction to the Escrow Agent. Money released from the Escrow Account to Sellers shall be distributed to Sellers in accordance with the Sharing Percentages set forth on Annex A. If Buyer and Sellers do not resolve all disputed items by the end of the Resolution Period, then all items remaining in dispute will be submitted within ten (10) days after the expiration of the Resolution Period to a national independent accounting firm mutually acceptable to Buyer and Sellers (the “Neutral Accounting Arbitrator”); it being understood that no member of the Neutral Accounting Arbitrator’s engagement team shall have an existing professional relationship with Buyer or any of its engagement Affiliates. The Neutral Accounting Arbitrator shall act as an arbitrator to determine only those items in dispute. All fees and upon completion expenses relating to inform the parties work, if any, to be performed by the Neutral Accounting Arbitrator will be allocated between Buyer, on the one hand, and Sellers, on the other hand, in writing inverse proportion as they shall prevail on the amounts of its own such disputed items so submitted (as finally determined by the Neutral Accounting Arbitrator). The Neutral Accounting Arbitrator will deliver to Buyer and Sellers a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Accounting Arbitrator by Sellers and Buyer) of the Acquisition disputed items within thirty (30) days of receipt of the disputed items (or as soon as practicable thereafter), which determination will be final, binding and conclusive. The final, binding and conclusive Statement and Adjustment Amount. Any determination Statement, which either are agreed upon by Buyer and Sellers or are delivered by the Acquisition Arbitrating Firm Neutral Accounting Arbitrator in accordance with this Section 4.3(f1.3, will be the “Conclusive Statement” and the “Conclusive Adjustment Statement,” respectively. In the event that either Buyer or Sellers fails to submit its statement regarding any items remaining in dispute within the time determined by the Neutral Accounting Arbitrator, then the Neutral Accounting Arbitrator shall (d) If the Adjustment Amount as shown on the Conclusive Adjustment Statement (the “Conclusive Adjustment Amount”) is a negative number, then the Cash Consideration will be reduced by the amount of the Conclusive Adjustment Amount, but not in excess of the Escrow Amount, and Buyer shall be final entitled to payment of such amount from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated by the Party entitled to receive such funds (and binding Sellers agree to cooperate reasonably in facilitating such payment, including by executing and delivering an appropriate joint instruction to the Escrow Agent). If the Conclusive Adjustment Amount is a positive number, then the Cash Consideration will be increased by the amount of the Conclusive Adjustment Amount, but not in excess of the Escrow Amount, and Buyer shall pay to Sellers cash equal to such amount, to be paid to an account or accounts designated in writing by Sellers prior to the date when such payment is due. All payments to be made pursuant to this Section 1.3(d) will be made on the parties for purposes fifth business day following the date on which Buyer and Sellers agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement and, in the case of this Section 4.3(f)payment to Buyer, instruct the Escrow Agent by joint written instruction accordingly. Within five (5) calendar days If the Conclusive Adjustment Amount is a positive number, or is a negative amount that is less than the amount remaining on deposit in the Escrow Account, then, promptly after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Conclusive Adjustment Amount, any amount remaining on deposit in the Acquisition Escrow Account that is in excess of the lesser of the Conclusive Adjustment Amount and the Escrow Amount shall be paid distributed from the Escrow Account to Sellers in accordance with the provisions of Section 4.3(e)Escrow Agreement, and Buyer agrees to reasonably cooperate with Sellers in any necessary joint instruction to the Escrow Agent. The costs and fees of Money released from the Acquisition Arbitrating Firm Escrow Account to Sellers shall be borne one-half by Seller distributed to Sellers in accordance with the Sharing Percentages set forth on Annex A. (e) Buyer acknowledges and one-half by Buyeragrees that its sole and exclusive remedy for any amount due to it pursuant to this Section 1.3 shall be its right to payment from the Escrow Account in an amount not to exceed the Escrow Amount. Sellers acknowledge and agree that their sole and exclusive remedy for any amount due to them pursuant to this Section 1.3 shall be the right to payment from Buyer in an amount not to exceed the Escrow Amount.

Purchase Price Adjustment. 1.3.1 The Sellers acknowledge that the amount of the Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for is based, in addition to the unapplied portionother terms and conditions of this Agreement, on the net book value of the Company as of the Closing Date, of Date being zero (the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade CreditRequired NBV”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three 1.3.2 Not later than three (3) business days nor sooner than five (5) Business Days prior to the Closing Date, Seller the Company shall provide prepare and deliver to Buyer with a statement setting forth certificate in a detailed computation form reasonably satisfactory to the Buyer (the “Estimated Closing Certificate”), executed by each of Seller's reasonable and the Sellers, certifying (A) its good faith estimate preparation of an attached estimated balance sheet of the Acquisition Adjustment Amount Company as of the Closing Date (the "Preliminary Acquisition Adjustment Report"“Estimated Closing Balance Sheet”). Thereafter, Seller and Buyer which shall -------------------------------------------- have thirty (30) calendar days after be prepared in accordance with GAAP, including the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount estimated accrual as of the Closing DateDate of all loss contingencies involving losses that are “probable”, determined in accordance with FASB No. 5 “Accounting for Contingencies” or any other FASB or APB applicable announcements (“FASB No. 5 Accruals”) (which include without limitation those accruals set forth on Schedule 2.5.2 hereto), consistent with the past practices of the Company (B) its good faith estimate of the Company’s actual net book value as of the Closing Date (the “Estimated NBV”). The Sellers shall also provide the Buyer with copies of all work papers and other documents and data used to prepare the Estimated Closing Balance Sheet and any other documents reasonably requested by Buyer. If the Buyer agrees with the Estimated Closing Balance Sheet and the Estimated NBV set forth in the Estimated Closing Certificate, the Buyer shall notify the Sellers that they are in agreement with such amounts. If the Buyer does not agree with the Estimated Closing Balance Sheet and the Estimated NBV set forth in the Estimated Closing Certificate, the Buyer shall notify the Sellers of such disagreement and the Buyer and the Sellers shall work together to resolve any such disagreements. 1.3.3 As soon as practicable following the Closing, the Company shall prepare, or cause to be prepared, an agreement is reached within thirty unaudited balance sheet of the Company as of the Closing Date (30the “Closing Balance Sheet”), which shall be prepared in accordance with GAAP (including FASB No. 5 Accruals) calendar consistent with the past practices of the Company and shall have the Closing Balance Sheet audited by Ernst & Young, LLP, or other similar auditing firm selected by the Buyer and approved by the Sellers, which approval will not be unreasonably withheld (the “Auditor”). The Sellers shall be jointly and severally responsible for all fees and expenses of the Auditor incurred by the Buyer and the Company in connection with the audit of the Closing Balance Sheet, but not to exceed $25,000. The Auditor shall complete the audit of the Closing Balance Sheet no later than sixty (60) days after following the Closing Date. As soon as practicable following the completion of the audit, then if the Acquisition Company shall deliver to the Sellers the audited Closing Balance Sheet, together with a closing statement (the “Closing Statement”) setting forth the Company’s actual net book value as set forth in the audited Closing Balance Sheet (such net book value as finally determined in accordance with this Section 1.3, the “Actual NBV”) and any proposed Adjustment Amount reflected on Amount. 1.3.4 The Sellers shall complete their review of the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, Closing Balance Sheet and the Closing Statement within five fifteen (515) calendar days after such agreement is reacheddelivery thereof by the Company. If the Sellers object to the Closing Balance Sheet or the Closing Statement, the amount Sellers shall, on or before the last day of such 15-day period, so inform the Buyer in writing (a “Sellers’ Objection”), setting forth a specific description of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount basis of the preliminary Acquisition Adjustment AmountSellers’ determination and the adjustments to the Closing Balance Sheet and the Closing Statement that the Sellers believe should be made. If agreement no Sellers’ Objection is not reached within received by the Buyer on or before the last day of such 3015-day period, then the dispute resolutions Closing Balance Sheet and Closing Statement delivered by the Buyer shall be final. The Buyer shall have fifteen (15) days from its receipt of Section 4.3(f) shall applythe Sellers’ Objection to review and respond to the Sellers’ Objection. (f) 1.3.5 If Seller the Sellers and the Buyer do notare unable to resolve all of their disagreements with respect to the proposed adjustments set forth in the Sellers’ Objection within 15 days following the completion of the Buyer’s review of the Sellers’ Objection, within they shall refer any remaining disagreements to the 30-day period specified in Section 4.3(e)CPA Firm which, reach an agreement acting as experts and not as arbitrators, shall determine, on the Acquisition Adjustment Amount reflected on basis set forth in and in accordance with this Section 1.3, and only with respect to the Preliminary Acquisition Adjustment Reportremaining differences so submitted, then PriceWaterhouseCooperswhether and to what extent, or such other accounting firm as mutually agreed to by Seller if any, the Closing Balance Sheet and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed itemsClosing Statement requires adjustment. The Buyer and Seller the Sellers shall each inform instruct the Acquisition ----------------- Arbitrating CPA Firm in writing as to their disagreement concerning deliver its written determination to the Acquisition Adjustment Amount reflected on Buyer and the Preliminary Acquisition Adjustment ReportSellers no later than 30 days after the remaining differences underlying the Sellers’ Objection are referred to the CPA Firm along with the final Closing Balance Sheet and Closing Statement containing the Actual NBV. The CPA Firm’s determination shall be conclusive and binding upon the Buyer and the Sellers. In resolving any disputed item, the CPA Firm may not assign a value to any disputed item that is greater than the greatest value claimed by either party or less than the smallest value claimed by either party for the item. The fees and each disbursements of the CPA Firm shall be borne equally by the Buyer and the Sellers. The Buyer and the Sellers shall make readily available to the Acquisition Arbitrating CPA Firm any all relevant books and records and any work papers relevant (including those of the parties’ respective accountants, to the preparation of extent permitted by such firm's computation of accountants) relating to the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from Closing Balance Sheet, the date of its engagement Sellers’ Objection and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination all other items reasonably requested by the Acquisition Arbitrating CPA Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyerconnection therewith.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. Not less than five (b5) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days Business Days prior to the Closing Date, Seller shall provide deliver to Buyer with (i) an unaudited combined balance sheet of the Group Companies as of the Adjustment Time (the “Estimated Balance Sheet”), and (ii) a written statement (the “Estimated Closing Statement”) setting forth a detailed computation of Seller's reasonable and (x) its good faith estimate of (A) the Acquisition Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the resulting Net Working Capital Adjustment Amount Amount, (B) the aggregate amount of all Indebtedness as of the Closing Date (the "Preliminary Acquisition “Estimated Closing Date Indebtedness”), (C) the Cash and Cash Equivalents of the Group Companies as of the Adjustment Report"Time (the “Estimated Closing Date Cash”) and (D) the Unpaid Transaction Expenses and (y) its resulting calculation of the estimated Purchase Price (the “Estimated Purchase Price”), in each case, prepared in a format consistent with the Sample Closing Statement and in accordance with the definitions of this Agreement and accompanied by reasonable supporting documentation for the estimates and calculations contained therein. ThereafterFollowing the delivery of the Estimated Closing Statement, Seller and the Group Companies shall provide Buyer and its Representatives reasonable access during normal business hours upon reasonable advance notice to the relevant records (other than records that are subject to attorney-client privilege or work product doctrine), books and personnel of Seller and the Group Companies relating to the preparation of the Estimated Balance Sheet and Estimated Closing Statement and shall cause the personnel of Seller and the Group Companies to reasonably cooperate during normal business hours upon reasonable advance notice with Buyer and its Representatives in connection with their review of the Estimated Balance Sheet and Estimated Closing Statement, in each case, as is relevant to Buyer’s review of the Estimated Balance Sheet and Closing Statement. Seller shall consider in good faith any reasonable comments made by Buyer with respect to the Estimated Balance Sheet and Estimated Closing Statement and, to the extent Seller, acting in good faith, agrees with any such comments, incorporate the same; provided, that in no event shall any review of Estimated Balance Sheet or Estimated Closing Statement by Buyer or its Representatives or any dispute relating thereto delay or prevent the Closing. (b) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) days thereof, Buyer shall -------------------------------------------- have thirty prepare and deliver to Seller (30i) calendar days after an unaudited combined balance sheet of the Group Companies as of the Adjustment Time (the “Closing Balance Sheet”), and (ii) a written statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of (A) the Closing Date to review the Preliminary Acquisition Adjustment Report Net Working Capital and the related books and records resulting Net Working Capital Adjustment Amount, (B) the aggregate amount of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount Indebtedness as of the Closing Date. If an agreement is reached within thirty (30the “Closing Date Indebtedness”), (C) calendar days Cash and Cash Equivalents of the Group Companies as of the Adjustment Time (the “Closing Date Cash”), (D) the Unpaid Transaction Expenses, and (E) the resulting Purchase Price, in each case, determined without giving effect to (x) the consummation of the transactions contemplated by this Agreement to occur at the Closing (including any adjustments as a result of the application of purchase accounting), (y) any financing transactions in connection therewith by Buyer or its Subsidiaries (including the Group Companies) after the Closing Dateor (z) any action or omission by Buyer or any of its Subsidiaries (including the Group Companies) with respect to the Business or the Group Companies following the Closing. Except as otherwise provided herein, then if the Acquisition Adjustment Amount reflected on Closing Balance Sheet and the Preliminary Acquisition Adjustment Report Closing Statement shall be prepared in accordance with the Accounting Principles and in a manner consistent with the Sample Closing Statement. Nothing in this Section 2.05(b) is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Statements or the Balance Sheet, or any actual or alleged failure of the Financial Statements or the Balance Sheet to be prepared in accordance with the Accounting Principles or in good faith. Following the delivery of the Closing Statement through the final determination of the Purchase Price in accordance with this Section 2.05, Buyer shall provide Seller and its Representatives reasonable access during normal business hours upon reasonable advance notice to the records (other than records that are subject to attorney-client privilege or work product doctrine), books and personnel of Buyer relating to the preparation of the Closing Balance Sheet and the Closing Statement and shall cause the personnel of Buyer and its Subsidiaries (including the Group Companies) to reasonably cooperate during normal business hours upon reasonable advance notice with Seller and its Representatives in connection with their review of the Closing Balance Sheet and the Closing Statement, in each case, as is relevant to Seller’s review of the Closing Statement. (c) If Seller disagrees with the calculation of the Purchase Price set forth in the Closing Statement (or any portion of the calculation thereof), it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within forty-five (45) days after its receipt of the Closing Statement. In the event that Seller does not provide such a credit to Buyernotice of disagreement within such forty-five (45)-day period, Seller shall pay be deemed to have accepted the Closing Statement and the calculation of the Purchase Price set forth therein, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, Buyer and Seller shall use commercially reasonable efforts for a period of forty-five (45) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Closing Statement. If, at the end of such period, they are unable to resolve such disagreements, then an independent accounting or financial consulting firm of recognized national standing as may be mutually selected by Xxxxx and Seller (the “Accountant”) shall resolve any remaining disagreements. The Accountant shall determine as promptly as practicable, but in any event within forty-five (45) days of the date on which such dispute is referred to the Accountant, whether the line items for which disagreements exists between Buyer and Seller on the Closing Statement were prepared in accordance with the standards set forth in Section 2.05(b) and whether and to what extent (if any) such line items and the calculation of the Purchase Price set forth in the Closing Statement requires adjustment. The Accountant shall act as an expert, not as an arbitrator, and its decision shall be set forth in writing and be based solely on written submissions by Xxxxx and Xxxxxx and their respective Representatives and not by independent review. Buyer and Seller shall instruct the Accountant not to, the Accountant shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Seller, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item assigned by Seller, on the one hand, or Buyer, on the other hand, in the Closing Statement or any notice of disagreement contemplated by this Section 2.05(c). The fees, costs and expenses of the Accountant shall be borne pro rata as between Seller, on the one hand, and Buyer, on the other hand, in proportion to the final allocation made by such Accountant of the disputed items weighted in relation to the claims made by Seller and Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if Buyer claims that the appropriate adjustments are, in the aggregate, $1,000 greater than the amount determined by Seller and if the Accountant ultimately resolves the dispute by awarding to Buyer an aggregate of $300 of the $1,000 contested, then the fees, costs and expenses of the Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Seller and 70% (i.e., 700 ÷ 1,000) to Buyer. The determination of the Accountant shall be final, binding and conclusive on the Parties (absent fraud or manifest error). The date on which the calculation of the Purchase Price is finally determined in accordance with this Section 2.05(c) is hereinafter referred to as the “Determination Date.” (d) If the Purchase Price, as finally determined pursuant to Section 2.05(c), exceeds the Estimated Purchase Price, Buyer shall pay, or cause to be paid, to Seller (or one or more Retained Companies designated by wire transfer of immediately available fundsSeller), within five (5) calendar days after such agreement is reached, the amount Business Days of the preliminary Acquisition Adjustment AmountDetermination Date, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge an amount in cash equal to Buyer, then Buyer shall pay to Seller such excess in immediately available funds by wire transfer of immediately available fundsto an account or accounts designated by Seller, by written notice to Buyer at least three (3) days prior to the payment date. If the Purchase Price, as finally determined pursuant to Section 2.05(c), is less than the Estimated Purchase Price, Seller shall pay, or shall cause to be paid, to Buyer within five (5) calendar days after such agreement is reached, the amount Business Days of the preliminary Acquisition Adjustment AmountDetermination Date, an amount in cash equal to such difference in immediately available funds by wire transfer to an account or accounts designated by Buyer, by written notice to Seller. If agreement For U.S. federal income and other applicable Tax purposes, to the extent permitted by applicable Law, any payment pursuant to this Section 2.05 shall be treated as an adjustment to the Purchase Price (and allocated between US Holdco, GES Canada, GES UK (and each EMEA Company that is not reached within such 30-day period, then the dispute resolutions a direct Subsidiary of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(eGES UK), reach an agreement and Viad UK based on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed relative values attributed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this under Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f2.03(b). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The (a) For the purposes of clarification only, Seller is retaining all accounts payable and accounts receivable with respect to each Country Unit arising out of the operation and conduct of the Business before the Applicable Closing for such Country Unit and the only purchase price adjustment after any Closing with respect to changes in the working capital of the Business will be the adjustment of the Inventory pursuant to this Section 2.04. (b) Within ninety (90) days after the Applicable Closing Date, Seller shall prepare and deliver to Buyer a statement in the form of Schedule 2.04(b) to the Disclosure Letter (in its draft form, a “Price Adjustment Statement”), setting forth, with respect to each applicable Country Unit, (i) the book value of the Inventory, prepared in accordance with the Accounting Policies, transferred to Buyer in respect of such Country Unit as of the Applicable Closing Date (the “Closing Inventory”) and (ii) the Prepaid Tax Amount as of the Principal Closing Date. To the extent that the book value of the applicable Closing Inventory is greater than the applicable Inventory Target or less than the applicable Inventory Target, the Purchase Price shall be adjusted as follows: ------------------------- described in Section 2.04(f) below. To the extent that the Prepaid Tax Amount (aonce final and binding pursuant to the provisions of this Section 2.04) Seller shall receive a credit for the unapplied portion, as of the Principal Closing DateDate is greater than the Estimated Prepaid Tax Amount or less than the Estimated Prepaid Tax Amount, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer Purchase Price shall be given a credit adjusted as described in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently appliedSection 2.04(g) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)below. (c) If consents In connection with the preparation of each Price Adjustment Statement, (i) Buyer shall (A) assist, and shall cause its Affiliates to assist, Seller, its accountants, advisors and other representatives in its preparation of each Price Adjustment Statement and (B) afford to Seller, its accountants, advisors and other representatives, reasonable access during normal business hours to the assignment to Seller personnel, properties, books and records of the Real Estate Leases listed on Schedule 4.3(c)Business to the extent relevant to the preparation of any Price Adjustment Statement (including taking and preparing physical counts of Inventory) and (ii) Seller shall, have not ----------------- been obtained as and shall cause its Affiliates to, consult with Buyer in good faith and provide Buyer, its accountants, advisors and other representatives with any reasonably requested information, data or back-up materials with respect to the calculation of the Closing DateInventory. For purposes of this Section 2.04, Buyer shall be given a credit, as the calculation of book value of the Closing DateInventory will reflect any accounting reserves or adjustments (net of obsolescence) and otherwise be determined in a manner consistent with Seller’s Inventory and other relevant accounting policies used in the preparation of the Financial Information, of One Million Five Hundred Thousand Dollars set forth in Schedule 2.04(c) to the Disclosure Letter ($1,500,000.00the “Accounting Policies”). (d) Anything Each Price Adjustment Statement shall become final and binding upon the parties on the forty-fifth (45th) day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Seller, then the relevant Price Adjustment Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters in dispute are resolved by an accounting firm (in accordance with the procedure set forth in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Section 2.04) selected by Seller and Buyer or, if the parties are unable to the extent necessary to effect the principle that all agree, an independent accounting firm selected by Seller’s and Buyer’s independent accounting firms (such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as firm, the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment AmountAccounting Firm”). (e) Three (3Buyer and Seller acknowledge and agree that the dispute resolution provisions set forth in Section 11.12 shall not apply to any dispute described in this Section 2.04. During the thirty-(30) business days prior to day period immediately following the Closing Date, Seller shall provide Buyer with delivery of a statement setting forth a detailed computation Notice of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). ThereafterDisagreement, Seller and Buyer shall -------------------------------------------- seek in good faith to resolve in writing any differences they may have thirty with respect to any matter specified in the Notice of Disagreement. At the end of such thirty- (30) calendar days after day period, Seller and Buyer shall submit for review and resolution by the Closing Date to review Accounting Firm any and all matters which remain in dispute and which were included in the Preliminary Acquisition Adjustment Report Notice of Disagreement, and the related books Accounting Firm shall make a final determination of the values set forth on the relevant Price Adjustment Statement (and records shall use such determination to prepare the relevant final Price Adjustment Statement), which determination shall be binding on the parties; provided, however, the scope of such determination by the Accounting Firm shall be limited to: (i) those matters that remain in dispute and that were included in the Notice of Disagreement; (ii) whether, for each calculation of Inventory, such calculation was prepared in accordance with this Section 2.04, specifically, whether the Accounting Policies were used; and (iii) whether there were mathematical errors in the relevant Price Adjustment Statement, and the Accounting Firm is not authorized or permitted to make any other determination. Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to the accuracy of Section 3.06 or any other representation or warranty in this Agreement or as to compliance by Seller, Buyer or any of their respective Affiliates with any of the covenants in this Agreement (other than this Section 2.04). The relevant Price Adjustment Statement shall become final and binding on Buyer and Seller will in good faith seek to reach agreement on the date the Accounting Firm delivers the relevant final Acquisition Price Adjustment Amount as Statement to the parties. The fees and expenses of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit Accounting Firm pursuant to Buyer, Seller this Section 2.04 shall pay to be borne one-half each by Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall applySeller. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on Price Adjustment Statement discloses that the Acquisition Adjustment Amount reflected on book value of the Preliminary Acquisition Adjustment Reportapplicable Closing Inventory exceeds the applicable Inventory Target, then PriceWaterhouseCoopersthe amount of such excess shall be added on a dollar-for-dollar basis to the Purchase Price. If the Price Adjustment Statement discloses that the book value of the applicable Closing Inventory is less than the applicable Inventory Target, then the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such deficit. If the Price Adjustment Statement discloses that the book value of the applicable Closing Inventory is equal to the applicable Inventory Target, then there shall be no Inventory adjustment to the Purchase Price in respect of the Applicable Closing. (g) If the Price Adjustment Statement discloses that the Prepaid Tax Amount as of the Principal Closing Date exceeds the Estimated Prepaid Tax Amount, then the amount of such excess shall be added on a dollar-for-dollar basis to the Purchase Price. If the Price Adjustment Statement discloses that the Prepaid Tax Amount as of the Principal Closing Date is less than the Estimated Prepaid Tax Amount, then the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such deficit. If the Price Adjustment Statement discloses that the Prepaid Tax Amount as of the Principal Closing Date is equal to the Estimated Prepaid Tax Amount, then there shall be no Prepaid Tax Amount adjustment to the Purchase Price in respect of the Principal Closing. (h) No payment pursuant to Section 2.04(f) or such other accounting firm as mutually agreed to Section 2.04(g) need be made by Seller and Buyer either party until the date that is fifteen (15) business days after the determination of each final Price Adjustment Statement (the “Acquisition Arbitrating Firm"Purchase Price Adjustment Due Date”); provided that, on or before any Purchase Price Adjustment Due Date, (i) Buyer (or one or more of its Affiliates as may be designated by Buyer) shall resolve pay or cause to be paid to Seller (or one or more of the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm Selling Affiliates as may be designated by Seller), in immediately available funds by wire transfer to one or more bank accounts designated in writing as by Seller at least two business days prior to their disagreement concerning the Acquisition such Purchase Price Adjustment Amount reflected on the Preliminary Acquisition Adjustment ReportDue Date, and each shall make readily available cash in U.S. dollars in an amount equal to the Acquisition Arbitrating Firm any books and records and work papers relevant positive Purchase Price adjustment under Section 2.04(f) or Section 2.04(g), if any, or (ii) Seller (or one or more of its Affiliates as may be designated by Seller) shall pay or cause to be paid to Buyer (or one or more of its Affiliates as may be designated by Buyer), in immediately available funds by wire transfer to one or more bank accounts designated in writing by Buyer at least two business days prior to such Purchase Price Adjustment Due Date, cash in U.S. dollars in an amount equal to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30negative Purchase Price adjustment under Section 2.04(f) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this or Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f2.04(g). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyerif any.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the No later than two (2) Business Days prior to an anticipated Closing Date, Seller Parent shall allow Buyer Parent and its Representative to inspect the quantity and quality of the security deposits made by Inventory and the Tangible Personal Property. At or prior to such inspection, Seller under those Leases Parent shall provide Buyer Parent with details of the Inventory and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this AgreementTangible Personal Property in the form and manner, and calculated in accordance with the rules and procedures, set forth in Schedule 2.06. (b) At least five (5) Business Days prior to an anticipated Closing Date, Seller Parent shall prepare and deliver to Buyer Parent a good faith and reasonable estimate by Seller Parent of the Inventory Value as of the Value Determination Time and the Tangible Personal Property Value as of the Value Determination Time, respectively, presented in the form and manner, and calculated in accordance with the rules and procedures, set forth in Schedule 2.06 (such amount, the “Preliminary Inventory Value” and the “Preliminary Tangible Personal Property Value,” respectively). (c) The “Preliminary Closing Purchase Price” shall be given a credit in the Closing Purchase Price as adjusted by the Closing Adjustment. As used herein, the “Closing Adjustment” shall be an amount equal to the financial Preliminary Inventory Value, less $7,722,759 (the value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to Inventory as shown in the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) balance sheet of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained Business as of the Closing Balance Sheet Date, Buyer shall be given a creditcopy of which is attached hereto as Appendix 1), plus the Preliminary Tangible Personal Property Value, and less $1,462,934 (the value of the inventories and the value of the property, plant & equipment, respectively, as shown in the balance sheet of the Business as of the Closing Balance Sheet Date, a copy of One Million Five Hundred Thousand Dollars ($1,500,000.00which is attached hereto as Appendix 1). (d) Anything in this Agreement to the contrary notwithstanding; provided, all operating income and expenses however, that any excess of the Stations difference between $1,462,934 and the Preliminary Tangible Personal Property Value over $2,000,000 shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after disregarded. If the Closing Date Adjustment is a positive number, the Closing Purchase Price shall be for the account increased by an amount of Buyer and all such income and expenses attributable to the operation of the Stations on or before excess. If the Closing Date Adjustment is a negative number, the Closing Purchase Price shall be for the account of Seller. The net decreased by an amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amountsuch deficiency.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall receive deliver to Buyer a credit certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the unapplied portion, as case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, of and (B) following the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing pursuant shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to Section 2.3 the amount of this Agreementsuch excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Buyer shall be given a credit in the amount equal to the financial value Within sixty (determined in accordance with generally accepted accounting principles consistently applied60) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of days following the Closing Date, Buyer shall be given prepare and deliver to Seller a creditcertificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Closing DateMeasurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of One Million Five Hundred Thousand Dollars its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement ($1,500,000.00). (d) Anything in this Agreement including any aspect of the Statement that relates to the contrary notwithstandingCompany’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, all operating income and expenses of the Stations no effect shall be further adjusted and allocated between Seller and Buyer given to the extent necessary to effect the principle any new accounting pronouncements that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall may be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of issued following the Closing Date. If an agreement is reached within thirty After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (30and Buyer shall cause the Company to) calendar days after provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the Closing Dateproperties, then if books, records and work papers of the Acquisition Adjustment Amount reflected on Company, Buyer and its accountants, and personnel of Buyer and/or the Preliminary Acquisition Adjustment Report is Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a credit Final Statement. Buyer shall provide such access to BuyerSeller (and any accountants or other representatives of Seller), including by providing to Seller shall pay to Buyer copies of any books, records and/or work papers requested by wire transfer of immediately available fundsSeller, within five three (53) calendar days Business Days after Buyer receives a request from Seller for such agreement is reached, the amount of the preliminary Acquisition Adjustment Amountaccess, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report such access is a charge not provided to BuyerSeller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall pay have forty-five (45) days after delivery to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment AmountStatement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If agreement is not reached within Seller does deliver a Dispute Notice during such 3045-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the dispute resolutions resolution of Section 4.3(f) any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall apply. (f) If become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer do notand their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, within the 30-day period and any resolution by them as to any matter specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) Dispute Notice shall be final and binding on the parties for purposes hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination Seller’s delivery of the Acquisition Adjustment Amountsuch Dispute Notice, the Acquisition Adjustment Amount such dispute shall be paid in accordance with resolved by a jointly selected Top Six Accounting Firm (the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half “Independent Accounting Firm”) retained by Seller and one-half by Buyer.Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of No later than fifteen (15) Business Days prior to the Closing Date, Holdco shall deliver to Pubco a written certificate certified by the Chief Financial Officer of Holdco (the “Estimated Closing Certificate”), setting forth (i) a good faith estimate of the security deposits made by Seller under those Leases Holdco Cash and Contracts each component thereof (which Buyer has agreed estimate is subject to assume after Pubco’s approval), (ii) a good faith estimate of Holdco Indebtedness (which estimate is subject to Pubco’s approval) and each component thereof as of immediately prior to the First Effective Time (“Estimated Holdco Debt”), (iii) a good faith estimate of the Outstanding Holdco Transaction Expenses (which estimate is subject to Pubco’s approval) and each component thereof (“Estimated Outstanding Holdco Transaction Expenses”), and (iv) a consolidated balance sheet of Holdco, estimated as of 12:01 a.m. Eastern time on the Closing pursuant to Section 2.3 of this AgreementDate, from which such estimates were calculated. (b) Buyer From and after delivery of the Estimated Closing Certificate and through the Closing Date, (i) Holdco shall be given a credit in the amount equal promptly provide Pubco updates to the financial value Estimated Closing Certificate to reflect any changes thereto (determined in accordance with generally accepted accounting principles consistently appliedincluding any component thereof) of all time required (the Estimated Closing Certificate revised to be broadcast on the Stations on or after the reflect any such updates is hereinafter referred to as an “Updated Estimated Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade CreditCertificate”), and Seller (ii) Pubco shall be given a credit for have the financial value (determined right to review and comment on such calculations and estimates, Holdco shall consider in accordance good faith any such comments made by Pubco, and Holdco and Pubco shall cooperate with generally accepted accounting principles consistently applied) of the goods and services to be received on or after each other through the Closing Date under and use good faith efforts to resolve any differences regarding the trade agreements calculations and estimates contained in the Estimated Closing Certificate or any Updated Estimated Closing Certificate (and any updates or revisions as may be agreed by Holdco and Pubco shall be included as part in any Updated Estimated Closing Certificate). Holdco shall, and shall cause its Representatives to, (x) reasonably cooperate with Pubco and its Representatives to the extent related to Pubco’s review of the Contracts for which Seller has broadcast time on Estimated Closing Certificate and any Updated Estimated Closing Certificate and the Stations prior calculations and estimates contained therein (including engaging in good faith discussion related thereto) and (y) provide access to personnel, books, records and other information during normal business hours to the extent related to the review of the Estimated Closing Date (“Seller’s Trade Credit”), Certificate and any Updated Estimated Closing Certificate and reasonably requested by Pubco or its Representatives in connection with such review; provided, that, Seller’s Trade Credit that such access shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars unreasonably interfere with the business of Holdco. Notwithstanding the foregoing, no disagreements regarding the contents of the Updated Estimated Closing Certificate shall prevent or delay the Closing unless the amount in dispute exceeds $750,000 ($25,000the “Dispute Threshold”). (c) If consents In the case that both (i) Pubco and Holdco fail to reach an agreement with respect to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Estimated Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars Certificate one ($1,500,000.00). (d1) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days Business Day prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (ii) any amounts remaining in dispute (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30“Disputed Amounts”) calendar days after exceed the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day periodDispute Threshold, then the obligation to Close shall be temporarily suspended and such Disputed Amounts shall be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants appointed by agreement of Pubco and Holdco (the “Independent Accountants”). Promptly (and within three (3) Business Days) following the appointment of the Independent Accountants, Pubco shall deliver to the Independent Accountants a written statement of Pubco’s objections to the Estimated Closing Certificate or, if applicable, the latest Updated Estimated Closing Certificate, provided to Pubco prior to the Closing, setting forth in reasonable detail each disputed item or amount and the basis for Pubco’s disagreement therewith (the “Statement of Objections”). The Independent Accountants, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Estimated Closing Certificate or, if applicable, the latest Updated Estimated Closing Certificate, that Holdco provided to Pubco prior to the Closing. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute resolutions of Section 4.3(f) shall apply. (f) If Seller by the parties and Buyer do not, their decision for each Disputed Amount must be within the 30-day period specified range of values assigned to each such item in Section 4.3(e)the Estimated Closing Certificate or the latest Updated Estimated Closing Certificate, reach an agreement on as applicable, and the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment ReportStatement of Objections, then PriceWaterhouseCoopers, respectively. The Independent Accountants shall make a determination as soon as practicable within 10 days (or such other accounting firm time as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm"parties hereto shall agree in writing) shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to after their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Reportengagement, and each shall make readily available their resolution of the Disputed Amounts and their adjustments to the Acquisition Arbitrating Firm any books Estimated Closing Certificate or the latest Updated Estimated Closing Certificate, as applicable, shall be conclusive and records binding upon the parties hereto. The fees and work papers relevant to the preparation of such firm's computation expenses of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm Independent Accountants shall be borne one-half equally by Seller Pubco, on the one hand, and one-half by BuyerHoldco, on the other hand.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Post-Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this AgreementAdjustments. (bi) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on On or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller ACZ shall provide Buyer with a statement setting prepare and deliver to the Purchaser the Closing Balance Sheet which shall set forth a detailed computation of Seller's reasonable and its good faith estimate of the Acquisition Adjustment Amount Assets and Liabilities of ACZ including Working Capital as at the Calculation Time (without giving effect to the transactions contemplated herein). (ii) If the Working Capital of ACZ at the Calculation Time is greater than $0, then the Purchase Price shall be increased by the amount of the Working Capital. If the Working Capital of ACZ at the Calculation Time is less than $0, then the Purchase Price shall be reduced by the amount of the working capital deficiency (the “Working Capital Adjustment”). (iii) Within 90 days after the Closing Date, the Buyer shall prepare and deliver to the ACZ Shareholders, with the assistance of and information provided by the ACZ Shareholders, a statement setting forth its calculations of Closing Working Capital as of the Calculation Time, which statement shall contain an unaudited balance sheet of ACZ as of the Closing Date (without giving effect to the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30transactions contemplated herein) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm"Final Closing Balance Sheet”) shall resolve and a certificate of an officer of the disputed items. Buyer and Seller shall each inform that the Acquisition ----------------- Arbitrating Firm Final Closing Balance Sheet was prepared in writing as to their disagreement concerning accordance with GAAP applied using the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Reportsame accounting methods, practices, principles, policies, and each shall make readily available to the Acquisition Arbitrating Firm any books procedures, with consistent classifications, judgments, and records valuation and work papers relevant to estimation methodologies that were used in the preparation of the Financial Statements as if such firm's computation Final Closing Balance Sheet was being prepared and audited as of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e)a financial year end. The costs and fees expenses with respect to the preparation, review, and submission of the Acquisition Arbitrating Firm Final Closing Balance Sheet shall be borne oneby ACZ. (iv) If the Closing Working Capital on the Final Closing Balance Sheet is less than the Working Capital Estimate, the ACZ Shareholders shall agree to surrender that number of Exchangeable Shares equal to the differential divided by $3.91. If the Closing Working Capital on the Final Closing Balance Sheet is greater than the Working Capital Estimate, the Buyer shall issue to the ACZ Shareholders that number of additional Exchangeable Shares and reserve for issuance that additional number of Parent Shares equal to the differential divided by $3.91 to be allocated as indicated by the ACZ Shareholders in writing. (in either case, the “Post-half Closing Adjustment”). (b) Adjustments for Tax Purposes. Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by Seller and one-half the parties for Tax purposes, unless otherwise required by BuyerLaw.

Purchase Price Adjustment. The Purchase Price shall be adjusted No later than five Business Days prior to the Closing Date, the Company will deliver to Buyer (i) an unaudited estimated consolidated balance sheet of the Company as follows: ------------------------- of immediately prior to the Closing (athe "Preliminary Balance Sheet"), prepared in good faith applying the same accounting principles and policies used in preparing the September Balance Sheet (the "Company Accounting Principles and Policies"), (ii) Seller shall receive a credit for schedule (the unapplied portion"Preliminary Pre-Closing Working Capital Schedule"), based on the Preliminary Balance Sheet, setting forth the Company's calculation of the estimated Working Capital of the Company as of immediately prior to the Closing ("Preliminary Pre-Closing Working Capital"), (iii) a schedule (the "Allowed Secured Claims Schedule") setting forth the Company's calculation of the aggregate Allowed Secured Claims as of the Closing Date, and (iv) a certificate of the security deposits made by Seller under those Leases Chief Executive Officer and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part Chief Financial Officer of the Contracts for which Seller has received goods Company stating (A) that such Preliminary Balance Sheet and services prior to Preliminary Pre-Closing Working Capital Schedule represent the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of SellerCompany's reasonable and good faith estimate of the Acquisition Adjustment Amount consolidated financial position of the Company as of immediately prior to the Closing Date applying the Company Accounting Principles and Policies and (B) that such Allowed Secured Claims Schedule represents the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in Company's good faith seek to reach agreement on the final Acquisition Adjustment Amount estimate of all Allowed Secured Claims as of the Closing Date. If an agreement is reached within thirty (30) calendar days after The Preliminary Balance Sheet shall not give effect to Buyer's payment of the Purchase Price, or to other payments or discharges of claims or liabilities to be made pursuant to this Agreement or the Plan on or as a result of the Closing Date, then if but shall accrue and reflect as current liabilities, among other current liabilities, all Assumed Administrative Claims, all Priority Tax Claims to the Acquisition Adjustment Amount extent such Priority Tax Claims were not accrued and reflected on the September Balance Sheet, and all cure costs associated with the assumption of Contracts, whether assumed before or after the date of this Agreement, to the extent not fully paid before the Closing Date. If the Preliminary Pre-Closing Working Capital reflected on the Preliminary Acquisition Adjustment Report Pre-Closing Working Capital Schedule is a credit to Buyerless than negative $102,949,000 (i.e., Seller total current liabilities are more than $102,949,000 greater than total current assets), then the Purchase Price paid at Closing shall pay to Buyer be reduced by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of such shortfall. If the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount Preliminary Pre-Closing Working Capital reflected on the Preliminary Acquisition Adjustment Report Pre-Closing Working Capital Schedule is a charge to Buyergreater than negative $102,949,000 (i.e., total current liabilities are less than $102,949,000 greater than total current assets), then Buyer the Purchase Price to be paid at Closing shall pay to Seller be increased by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall applyexcess. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which deliver to Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services no later than five Business Days prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as good faith estimate of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars Balance Sheet ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything Estimated Closing Balance Sheet”) and a good faith estimate of Closing Stockholders’ Equity (the “Estimated Closing Stockholders’ Equity”). As promptly as possible and in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. any event within thirty-five (e35) Three (3) business days prior to Business Days after the Closing Date, Seller shall prepare or cause to be prepared, and shall provide to Buyer with a written statement setting forth a detailed computation of Seller's in reasonable and detail its good faith estimate of the Acquisition Adjustment Amount as determination of the Closing Date Balance Sheet and the Closing Stockholders’ Equity (the "Preliminary Acquisition Adjustment Report"“Closing Statement”). Thereafter, Seller The Closing Balance Sheet shall be prepared in accordance with the same accounting principles and Buyer shall -------------------------------------------- have thirty (30) calendar days after practices used by each Bank in preparing the Recent Balance Sheet. If the Closing Date Stockholders’ Equity, as finally determined pursuant to review this Section 2.05 and Section 2.06, exceeds the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Target Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to BuyerStockholders’ Equity, then Buyer shall pay to Seller an amount equal to (i) the amount by which the Closing Stockholders’ Equity exceeded the Target Closing Stockholders’ Equity less (ii) any amount paid to Seller pursuant to Section 2.03(iii); provided, however, if the Closing Stockholders’ Equity exceeded the Target Closing Stockholders’ Equity by an amount less than the amount paid to Seller pursuant to Section 2.03(iii) then Seller shall pay to Buyer an amount equal to the amount by which the Section 2.03(iii) payment exceeded the amount by which the Closing Stockholders’ Equity exceeded the Target Closing Stockholders’ Equity. If the Target Closing Stockholders’ Equity exceeds the Closing Stockholders’ Equity, as finally determined pursuant to this Section 2.05 and Section 2.06, then Seller shall pay to Buyer an amount equal to (i) the amount by which the Target Closing Stockholders’ Equity exceeded the Closing Stockholders’ Equity less (ii) the amount set forth in Section 2.03(ii); provided, however, if the Target Closing Stockholders’ Equity exceeded the Closing Stockholders’ Equity by an amount less than the amount set forth in Section 2.03(ii) then Buyer shall pay to Seller an amount equal to the amount by which the Section 2.03(ii) reduction amount exceeded the amount by which the Target Closing Stockholders’ Equity exceeded the Closing Stockholders’ Equity. Any payment required to be made pursuant to this Section 2.05 shall be made within ten days after Buyer’s acceptance of the Closing Statement or, if applicable, within ten days after receipt of a determination and resolution of any dispute over the Closing Statement as provided in Section 2.06. Any such amount payable pursuant to this Section 2.05 shall be paid (i) together with interest (not compounded) thereon equal to LIBOR on the Closing Date, plus 100 basis points, from and including the Closing Date through the date immediately preceding the date of payment and (ii) by wire transfer of immediately available funds, within five funds (5in U.S. Dollars) calendar days after to an account or accounts designated in writing by the party entitled to receive such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. payment (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or by such other accounting firm means as are mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available agreeable to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(fparties). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price 2.05.1 Within 60 days after the Closing, the Corporation shall be adjusted as follows: ------------------------- (a) Seller shall receive deliver to the Subsidiary a credit for balance sheet of the unapplied portion, Assets and Assumed Liabilities as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast 11:59 p.m. on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment ReportClosing Date Balance Sheet") prepared by the Corporation and accompanied by a report from the Corporation's independent certified public accountants that the Closing Date Balance Sheet has been prepared in accordance with GAAP, consistently applied except as noted on Appendix 2.05.1 (the "Closing Date Balance Sheet GAAP Exceptions"), and, subject --------------- to Closing Date Balance Sheet GAAP Exceptions, presents fairly, in all material respects, the Assets and Assumed Liabilities at Closing. Thereafter, Seller and Buyer The amount of Inventory included on the Closing Date Balance Sheet shall -------------------------------------------- have thirty (30) calendar be determined pursuant to physical inventories conducted not later than 10 days after Closing, as adjusted for additions and deletions occurring between Closing and the taking of such physical inventories. The Subsidiary's independent certified public accountants shall have the right to personally observe all such physical inventories. The Corporation and the Subsidiary shall each pay one half of the Corporation's accountants' fees and expenses incurred in connection with the preparation and audit of the Closing Date Balance Sheet. 2.05.2 If the Subsidiary has any objection(s) to the Closing Date Balance Sheet, it shall deliver to the Corporation a statement describing such objection(s) within 15 banking days after the Subsidiary's receipt of the Closing Date Balance Sheet. During this 15 day period, the Subsidiary and its accountants shall have reasonable access to the work papers relating to the preparation of the Closing Date Balance Sheet. The Subsidiary and the Corporation shall use reasonable efforts to resolve these objection(s). If the Subsidiary and the Corporation are unable to finally resolve these objection(s) within 15 banking days after the Corporation's receipt of such objection(s), the Subsidiary and the Corporation shall, within 15 banking days after this 15 day period, select a mutually acceptable neutral "Big Six" accounting firm ("Neutral Arbitrator") to determine any remaining unresolved objection(s). A firm shall be considered neutral if it has not within the past three years performed, and does not currently perform or contemplate performing, any accounting, consulting or other services with an aggregate value in excess of $100,000 for any of the parties. The Corporation and the Subsidiary will present their remaining unresolved objection(s) in writing, along with supporting documentation, to the Neutral Arbitrator and opposing party, within 10 days after retaining the Neutral Arbitrator. The Neutral Arbitrator will, utilizing the standards prescribed in Section 2.05.1 hereof, render its decision to the parties in writing within 30 days after being retained. The Neutral Arbitrator's decision will be based solely on each parties written documentation and shall be final and binding upon the parties. The Neutral Arbitrator's fees and expenses shall be shared equally by the Subsidiary and the Corporation. The Corporation will revise the Closing Date Balance Sheet to reflect the resolution of any objections thereto pursuant to this Paragraph. 2.05.3 If the Operating Working Capital, as reflected on the Closing Date Balance Sheet and revised to reflect any revisions thereto made pursuant to Section 2.05.2 ("Closing Operating Working Capital"), is greater or less than Five Million Seven Hundred Thirty-Three Thousand Dollars ($5,733,000) ("Threshold Operating Working Capital"), (i) the amount, if any, by which the Closing Operating Working Capital is greater than the Threshold Operating Working Capital shall be added to the Purchase Price, and (ii) the amount, if any, by which the Closing Operating Working Capital is less than the Threshold Operating Working Capital shall be deducted from the Purchase Price. 2.05.4 On or before the third business day following the date on which the Closing Date Balance Sheet is finally determined, the Subsidiary shall pay the amount of any net upward adjustment of the Purchase Price pursuant to Section 2.05.3 to the Corporation together with interest at the prime rate from the Closing Date to review the Preliminary Acquisition Adjustment Report and day of payment, or the related books and records Corporation shall pay the amount of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as any net downward adjustment of the Closing Date. If an agreement is reached within thirty (30) calendar days after Purchase Price pursuant to Section 2.05.3 to the Subsidiary, together with interest at the prime rate from the Closing DateDate to the day of payment, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyerin either case, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The As used herein, the “Final Purchase Price” shall mean (i) if a Dispute Notice is not delivered within the 60-day period provided in Section 2.11.3, the Purchase Price shall be adjusted reflected in the Proposed Final Closing Statement as follows: ------------------------- prepared by Parent or (aii) Seller shall receive if such a credit for Dispute Notice is delivered within the unapplied portion60-day period provided in Section 2.11.3, the Purchase Price as finally determined pursuant to the dispute resolution provisions of Section 2.11.4 reflecting (x) adjustments agreed to in writing by Parent and the Holders’ Representative with respect to any matters raised in the Dispute Notice that are resolved by agreement of the Closing Date, parties and (y) adjustments made pursuant to the decision of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed Accounting Firm with respect to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit any matters raised in the amount equal to Dispute Notice that are resolved by the financial value (determined Accounting Firm in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on Section 2.11.4. If the Stations on or after Final Purchase Price differs from the Estimated Purchase Price set forth in the Estimated Closing Statement, the Closing Date under the trade agreements included as part Per Share Merger Consideration and Closing Option Consideration will be recalculated using such final figures in lieu of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”)such estimated figures, and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently appliedA) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller Parent shall pay to Buyer (1) by wire transfer of immediately available fundsfunds to each Stockholder that has delivered properly completed and executed Transmittal Documents such Stockholder’s Pro Rata Share of the amount, within five if any, by which such Final Purchase Price exceeds the Estimated Purchase Price (5) calendar days after such agreement is reachedamount, the amount of the preliminary Acquisition “Company Adjustment Amount, ”) and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller (2) by wire transfer of immediately available funds, within five funds to the Surviving Corporation for the benefit of each Option Holder that has delivered a properly completed and executed Optionholder Acknowledgment (5) calendar days to be paid to such Option Holders in the first payroll period after such agreement is reachedamount has become due and payable), such Option Holder’s Pro Rata Share of the Company Adjustment Amount or (B) the amount, if any, by which the Estimated Purchase Price exceeds the Final Purchase Price (such amount, the amount of the preliminary Acquisition “Parent Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f”) shall be final and binding on paid to Parent from the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid Escrow Account in accordance with the provisions of Section 4.3(e). The costs and fees terms of the Acquisition Arbitrating Firm Escrow Agreement; provided that in the event the Parent Adjustment Amount is greater than the Adjustment Escrow Amount, such excess amount shall by paid to Parent from the Indemnity Escrow Account. Notwithstanding anything herein to the contrary, amounts then in the Adjustment Escrow Account and, only to the extent the Parent Adjustment Amount is greater than the Adjustment Escrow Amount, amounts then in the Indemnity Escrow Account, shall be borne one-half by Seller the sole and one-half by Buyerexclusive recourse of Parent for the Parent Adjustment Amount.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for Exhibit 2.3(a) sets forth an adjusted balance sheet of the unapplied portion, Company as of November 30, 1996 prepared in accordance with and adjusted pursuant to the Closing Date, Accounting Principles and Procedures for purposes of determining the "Net Asset Amount" of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after Company at November 30, 1996 (the Closing pursuant to Section 2.3 of this Agreement"Adjusted November Balance Sheet"). (b) Buyer shall be given a credit in Purchaser and Seller agree to accept the amount equal to Accounting Principles and Procedures for all purposes of this Section 2.3, including, without limitation, for purposes of preparation of the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on Adjusted November Balance Sheet, the Stations on or after Estimated Closing Date Balance Sheet and the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)Balance Sheet. (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or Not fewer than three Business Days before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer deliver to Purchaser (i) a balance sheet (the "Estimated Closing Date Balance Sheet") based upon the books and records of the Company and prepared in accordance with and adjusted pursuant to the Accounting Principles and Procedures and reflecting Seller's best estimate of each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet and (ii) a statement setting forth a detailed computation certificate of Seller, duly executed by an executive officer of Seller, stating that the Estimated Closing Date Balance Sheet has been prepared in good faith, has been prepared in accordance with and adjusted pursuant to the Accounting Principles and Procedures, and reflects Seller's reasonable best estimate of, and good faith estimate to the best Knowledge of Seller, fairly presents each of the Acquisition Adjustment items, and the amounts thereof, to be included on the Closing Date Balance Sheet. (d) If the Net Asset Amount of the Company as shown on the Estimated Closing Date Balance Sheet is greater than the Net Asset Amount shown on the Adjusted November Balance Sheet, the payment of the Fixed Amount to Seller on the Closing Date shall be increased, as a preliminary adjustment to the Fixed Amount as provided in Section 2.2(b), by the amount of such excess (the "Estimated Price Increase"). If the Net Asset Amount of the Company as shown on the Estimated Closing Date Balance Sheet is less than the Net Asset Amount as shown on the Adjusted November Balance Sheet, the payment of the Fixed Amount to Seller on the Closing Date shall be decreased, as a preliminary adjustment to the Fixed Amount as provided in Section 2.2(b), by the amount of such deficiency (the "Estimated Price Decrease"). (e) As of the close of business on the last day of the fiscal month of the Company in which the Closing occurs, or at such other time on such other date as near as practicable thereto as may be mutually agreed to by the parties to avoid business disruptions, Purchaser shall cause physical counts to be made of the inventory of the Company located at the Company's Leicester, Massachusetts and Harrison, Arkansas facilities (the "Inventory Count"), which shall be observed by representatives of the accounting firm of Deloitte & Touche LLP (the costs of such physical inventory to be shared equally by Purchaser and Seller). Seller's representatives shall also be entitled to attend and observe the taking of the Inventory Count. Upon completion of the Inventory Count (and any adjustment pursuant to the immediately following sentence), Seller shall be provided with copies of the relevant data relating to those counts for its review. The results of the Inventory Count shall be adjusted to reflect the Company's inventory at the close of business on the day immediately preceding the Closing Date using actual receipts and shipments, and the valuation of inventory for purposes of the Closing Date Balance Sheet shall be computed in accordance with the Accounting Principles and Procedures and shall be based on the results of the Inventory Count as so adjusted, plus (i) the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after amount shown in the Closing Date to review the Preliminary Acquisition Adjustment Report and the related Company's books and records of Sellerin accordance with the Company's perpetual inventory system at all locations (other than the Company's Leicester, Massachusetts and Buyer Harrison, Arkansas facilities) and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30ii) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30"in-day period, then the dispute resolutions of Section 4.3(f) shall applytransit" inventory. (f) Within forty-five (45) days following the Closing Date, Seller shall deliver to Purchaser a special purpose balance sheet of the Company as of 12:01 a.m. on the Closing Date prepared by Seller with the cooperation of Purchaser (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with and adjusted by the Accounting Principles and Procedures and shall set forth the calculation of the Net Asset Amount. In connection with the preparation of the Closing Date Balance Sheet, each party shall provide the other and the other's accountants and representatives full access to the Company's books, records, facilities and employees within such party's control. If the Net Asset Amount of the Company as reflected in the Closing Date Balance Sheet, is greater than the Net Asset Amount as reflected in the Estimated Closing Date Balance Sheet, the Estimated Purchase Price shall be increased, by a final adjustment to the Estimated Purchase Price as provided in Section 2.2(c), by the amount of such excess (the "Final Purchase Price Increase"). If the Net Asset Amount of the Company as reflected in the Closing Date Balance Sheet is less than the Net Asset Amount as reflected in the Estimated Closing Date Balance Sheet, the Estimated Purchase Price shall be decreased, by a final adjustment to the Estimated Purchase Price as provided in Section 2.2(c), by the amount of such deficiency (the "Final Purchase Price Decrease"). (g) Purchaser shall have fifteen (15) Business Days after receipt by it of the Closing Date Balance Sheet (the "Dispute Period") to dispute any item, calculation or amount, or the method of calculation of any item or amount, reflected therein (a "Dispute"). If Purchaser does not give written notice of a Dispute (a "Dispute Notice") to Seller and Buyer do not, within the 30-day period specified Dispute Period, the Closing Date Balance Sheet shall be deemed to have been accepted by Purchaser in Section 4.3(e)the form in which it was delivered by Seller. In the event that Purchaser does not agree with any item, reach an agreement on calculation or amount, or the Acquisition Adjustment Amount method of calculation of any item or amount, reflected on the Preliminary Acquisition Adjustment ReportClosing Date Balance Sheet, Purchaser shall give Seller a Dispute Notice within the Dispute Period, setting forth the basis of its disagreement, and Seller and Purchaser shall, within fifteen (15) days after receipt by Seller of such Dispute Notice, attempt to resolve such Dispute and agree in writing upon the final Closing Date Balance Sheet. In the event that Seller and Purchaser are unable to resolve any such Dispute within the fifteen (15) day resolution period, then PriceWaterhouseCoopers, the national office of the certified public accounting firm of Deloitte & Touche LLP or such other national office of a certified public accounting firm or office as may be mutually agreed to upon by Seller and Buyer Purchaser (the “Acquisition Arbitrating Firm"Arbitrator") shall resolve be employed as arbitrator hereunder to settle such Dispute as soon as reasonably practicable. The parties agree that the disputed items. Buyer and Seller Arbitrator shall each inform decide only the Acquisition ----------------- Arbitrating Firm matters involved in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment ReportDispute, and each shall make readily available to the Acquisition Arbitrating Firm not any books other matters, and records and work papers relevant to the preparation of that such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm matters shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm decided in accordance with this Section 4.3(f2.3. Any Arbitration pursuant to this Section 2.3(g) shall be conducted in the national office of Deloitte & Touche LLP or of such certified public accounting firm, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then existing and the Arbitrator's determination with respect to any Dispute shall be final and binding on all parties and not subject to appeal on any ground, and judgment on the parties arbitration award may be enforced in any court having jurisdiction over the subject matter of the controversy. Seller and Purchaser shall each pay one-half of the fees and expenses of the Arbitrator for purposes the services of this Section 4.3(f)the Arbitrator in the arbitration. (h) In the event of a Purchase Price Adjustment, an amount equal to the Purchase Price Adjustment together with interest on such amount at a rate equal to the rate of interest announced from time to time by Chase Manhattan Bank to be its prime or reference rate, from the Closing Date to the payment date, shall be paid by either Purchaser to Seller, or Seller to Purchaser, as the case may be, in immediately available funds by wire transfer to such bank account as may be designated by Seller or Purchaser, as the case may be. Within five Such payment shall be made within ten (510) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written final determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by BuyerClosing Date Balance Sheet.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) No later than one (1) Business Day prior to Closing, the Seller will prepare and deliver to the Buyer an estimated closing statement (the “Estimated Closing Statement”), which shall receive a credit for be attached hereto as Schedule 2.4(a), setting forth the unapplied portion, as Seller’s good faith estimates of the amounts of Closing DateCash, Reserves, Closing Indebtedness, Closing Adjustment Amount, the Company Transaction Expenses (each of which shall be evidenced by a Transaction Expense Invoice) and of the security deposits made Purchase Price based on the foregoing (the “Estimated Purchase Price”); provided, that, if the Closing has not occurred by 11:59 p.m. (Pacific Time) on April 25, 2016, Seller will deliver the Estimated Closing Statement no later than 12:00 p.m. (Pacific Time) on April 27, 2016 that assumes a Closing date of April 29, 2016, and Seller’s obligation under those Leases this Schedule 2.4(a) will be satisfied. The Estimated Closing Statement shall be in the form attached hereto as Exhibit A. The Buyer hereby acknowledges receipt of such schedules and Contracts which data with respect to the Estimated Closing Statement and the Seller’s determination of the Estimated Purchase Price set forth therein and each component thereof as the Buyer has agreed deemed reasonably necessary to assume after the Closing pursuant to Section 2.3 of this Agreementsupport such amounts. (b) The Buyer shall be given a credit in the amount equal will deliver to the financial value Seller, by no later than sixty (determined in accordance with generally accepted accounting principles consistently applied60) of all time required to be broadcast on the Stations on or days after the Closing Date under Date, a closing statement setting forth the trade agreements included as part Buyer’s good faith calculations of the Contracts for which Seller has received goods actual amounts of Closing Cash, Reserves, Closing Indebtedness and services prior Closing Adjustment Amount and the adjusted Purchase Price based on the foregoing, together with such schedules and data with respect to the determination of each of the foregoing amounts as are reasonably necessary to support such amounts (the “Closing Date (“Buyer’s Trade CreditStatement”). If the Buyer fails to deliver the Closing Statement by the deadline set forth in the immediately preceding sentence, the Seller may prepare and deliver to the Buyer a Closing Statement. If the Seller shall be given does not deliver a credit for Closing Statement to the financial value Buyer within thirty (determined in accordance with generally accepted accounting principles consistently applied30) of the goods and services to be received on or days after the Closing Date under deadline set forth in the trade agreements included as part first sentence of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date this Section 2.4(b) (“Seller’s Trade Credit”Purchase Price Adjustment), providedthen the Buyer and the Seller will be deemed to have accepted the Estimated Closing Statement in full and the Estimated Closing Statement will become final, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)binding and conclusive for all purposes under this Agreement. (c) If consents either the Buyer or the Seller disagrees in whole or in part with the Closing Statement, then the disagreeing Party will deliver to the assignment to Seller of receiving Party, by no later than thirty (30) days after the Real Estate Leases listed date on Schedule 4.3(c), have not ----------------- been obtained as of which the receiving Party receives the Closing DateStatement, a written notice of disagreement setting forth in reasonable detail the particulars of such disagreement (a “Notice of Disagreement”). If either the Buyer shall or the Seller fails to deliver a Notice of Disagreement by the deadline set forth in the immediately preceding sentence, the Parties will be given a credit, as of deemed to have accepted the Closing DateStatement in full and the Closing Statement will become final, of One Million Five Hundred Thousand Dollars ($1,500,000.00)binding and conclusive for all purposes under this Agreement. (d) Anything If either the Buyer or the Seller timely delivers a Notice of Disagreement, the Buyer and the Seller will use commercially reasonable efforts for a period of thirty (30) days, or such longer period as they may mutually agree, to resolve any disputed items. All disputed items agreed to during the foregoing period will become final, conclusive and binding on the Buyer, the Seller and the Company and will not be subject to further appeal. If, at the end of the foregoing period, there remain any unresolved disputed items, those unresolved disputed items will be referred to a nationally-recognized, U.S.-based accounting firm to be mutually agreed by the Buyer and the Seller (the “Accounting Firm”). The Buyer and the Seller will enter into reasonable and customary arrangements for the services to be rendered by the Accounting Firm under this paragraph, such services to be provided in this Agreement the Accounting Firm’s capacity as an accounting expert and not an arbitrator. The Accounting Firm will be directed to determine as promptly as practicable (and in any event within thirty (30) days from the date on which the dispute is submitted to the contrary notwithstandingAccounting Firm), all operating income and expenses whether any of the Stations shall Closing Cash, Closing Reserves, Closing Indebtedness, Closing Adjustment Amount or Purchase Price as set forth in the Closing Statement requires adjustment. The Accounting Firm will be further adjusted instructed that, in making such determination, it may only consider matters still in dispute between the Buyer and allocated between the Seller and may not assign a value to any item greater than the greatest value for such item claimed by the Buyer to or the extent necessary to effect Seller or less than the principle that all smallest value for such income and expenses attributable to item claimed by the operation of Buyer or the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments Buyer and the Seller each will furnish to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement Accounting Firm any work papers and other documents and information relating to the contrary notwithstandingdisputed items and will provide any interviews and answer any questions that the Accounting Firm may reasonably request. The determination of the Accounting Firm will be final, conclusive and binding on the Buyer, the operating income to which ------------------ Buyer is entitled under the TBA, Seller and the operating Company. The fees and expenses required for the services of the Accounting Firm will be borne pro rata between the Buyer and the Seller in proportion to the final allocation made by the Accounting Firm of the disputed items weighted in relation to the claims made by the Buyer and the Seller, such that the prevailing Party pays the lesser proportion of such fees and expenses. Subject to the immediately preceding sentence, each of the Buyer and the Seller will be paid by Buyer under the TBA, shall not be taken into account responsible for its own fees and expenses incurred in determining the Acquisition Adjustment Amountconnection with this paragraph. (e) Three Following the agreement or determination of the Purchase Price in accordance with Section 2.4(b), Section 2.4(c) or Section 2.4(d) (Purchase Price Adjustment): (i) if the Purchase Price set forth on the Closing Statement exceeds the Estimated Purchase Price, the Buyer will, within three (3) business days prior Business Days after the date of such final agreement or determination, pay the amount of such excess to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available fundsfunds to an account specified in writing by the Seller; and (ii) if the Purchase Price set forth on the Closing Statement is less than the Estimated Purchase Price, the Seller will, within five three (53) calendar days Business Days after the date of such final agreement is reachedor determination, pay the amount of such shortfall to the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, funds to an account specified in writing by the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall applyBuyer. (f) If Seller and Buyer do not, within the 30-day period specified in All payments made pursuant to this Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm 2.4 (Purchase Price Adjustment) will be treated as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available adjustments to the Acquisition Arbitrating Firm any books Purchase Price for U.S. federal, state and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyerlocal tax purposes.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller Pursuant to Section 5.12, the Company shall receive a credit for deliver the unapplied portion, as of Company Closing Financial Certificate to Acquirer not later than five Business Days prior to the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer Within 60 days after the Closing, Acquirer shall be given a credit in the amount equal deliver to the financial value Stockholders’ Agent a statement (determined in accordance with generally accepted accounting principles consistently appliedthe “Acquirer Adjustment Statement”) setting forth Acquirer’s calculation of all time required to be broadcast on (i) the Stations on or after the Closing Date under the trade agreements included as part aggregate amount of the Contracts for which Seller has received goods Company Cash, (ii) the aggregate amount of outstanding Company Debt, and services (iii) the aggregate amount of Company Transaction Expenses, in each case, as of immediately prior to the Closing Date Effective Time, and (iv) any Company Transaction Expenses pursuant to Section 5.11(b) (collectively, the “Buyer’s Trade CreditAcquirer Adjustment Calculations”), together with supporting documentation and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)calculations. (c) If consents The Stockholders’ Agent may object to the assignment Acquirer Adjustment Calculations set forth in the Acquirer Adjustment Statement by providing written notice of such objection, together with supporting documentation and calculations, to Seller Acquirer within 30 days after Acquirer’s delivery of the Real Estate Leases listed Acquirer Adjustment Statement (the “Notice of Objection”). Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on Schedule 4.3(c), have not ----------------- been obtained as behalf of the Closing DateCompany Securityholders. During such 30-day period and thereafter until the final determination of the (i) the aggregate amount of the Company Cash, Buyer shall be given a credit(ii) the aggregate amount of outstanding Company Debt, and (iii) the aggregate amount of Company Transaction Expenses, in each case, as of immediately prior to the Closing DateEffective Time, the Stockholders’ Agent and its advisors (including, without limitation, its independent accounting firm) shall be provided with reasonable access (including remote access to the extent reasonably practicable) to the relevant financial books and records (subject to the execution of One Million Five Hundred Thousand Dollars ($1,500,000.00)customary work paper access letters and a confidentiality agreement with Acquirer on customary terms) and personnel of the Company to enable it to verify the Acquirer Adjustment Calculations. (d) Anything in this Agreement to If the contrary notwithstandingStockholders’ Agent timely provides the Notice of Objection, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, then Acquirer and the operating expenses required to be paid by Buyer under the TBA, Stockholders’ Agent shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will confer in good faith seek for a period of up to reach agreement on the final Acquisition Adjustment Amount as 10 Business Days following Acquirer’s timely receipt of the Closing Date. If Notice of Objection in an agreement is reached within thirty (30) calendar days after attempt to resolve any disputed matter set forth in the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer Notice of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment AmountObjection, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller any resolution by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm them shall be instructed to complete its analysis within thirty (30) calendar days from set forth in a written agreement executed by each of Acquirer and the date of its engagement Stockholders’ Agent and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties hereto and the Company Securityholders. (e) If, after the 10 Business Day period set forth in Section 1.6(d), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage Deloitte Touche Tohmatsu Limited or, if such firm is not able or willing to so act, another independent and nationally recognized auditing firm acceptable to both Acquirer and the Stockholders’ Agent (the “Reviewing Accountant”), to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the Acquirer Adjustment Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 30 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Company Securityholders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of, as applicable, (i) the aggregate amount of the Company Cash, (ii) the aggregate amount of outstanding Company Debt and/or (iii) the aggregate amount of Company Transaction Expenses, in each case, as of immediately prior to the Effective Time, in accordance with such determination. (f) If the Adjusted Cash Consideration, calculated based on (i) the aggregate amount of the Company Cash, (ii) the aggregate amount of outstanding Company Debt and (iii) the aggregate amount of Company Transaction Expenses, in each case, as finally determined pursuant to Section 1.6(b), Section 1.6(d) and/or Section 1.6(e), as the case may be (the “Final Adjusted Cash Consideration”), is: (A) $50,000 (or more) less than the Adjusted Cash Consideration as set forth in the Company Closing Financial Certificate (such difference, a “Shortfall Amount”), then (1) Acquirer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to release the Shortfall Amount from the Escrow Fund to Acquirer; provided that if the Shortfall Amount shall exceed the amount of the Escrow Fund, then Acquirer shall have the further right to make a claim against each Company Securityholder for purposes its Pro Rata Share of such excess amount, and by its adoption of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination Agreement and approval of the Acquisition Adjustment AmountMerger, each Company Securityholder shall be deemed to have consented to such claim by Acquirer and agrees not to object to such claim and to pay such claimed amount to Acquirer as and where directed within five Business Days of receipt of such claim, and (2) if there is any amount remaining in the Acquisition Adjustment Escrow Fund following the release and distribution of the Shortfall Amount pursuant to clause (1), Acquirer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to release such amount (less any amount of Stimulus Funds the Company received that Acquirer, in good faith, reasonably believes may become subject to repayment, which amount may be withheld only until such time as any portion thereof that is required to be repaid is finally determined and any such required repayment amount shall be paid from the Escrow Fund) to the Paying Agent and Surviving Entity, as applicable, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares thereof, upon the provisions terms and subject to the conditions set forth in Section 1.4; or (B) $50,000 (or more) greater than the Adjusted Cash Consideration as set forth in the Company Closing Financial Certificate (such difference, an “Excess Amount”), then (1) Acquirer shall promptly wire the Excess Amount to the Paying Agent or Surviving Entity, as applicable, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares thereof, and (2) Acquirer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to release the full amount of the Escrow Fund to the Paying Agent and Surviving Entity, as applicable, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares thereof, upon the terms and subject to the conditions set forth in Section 4.3(e). 1.4. (g) The fees, costs and fees expenses of the Acquisition Arbitrating Firm Reviewing Accountant shall be borne one-half allocated between the Stockholders’ Agent (on behalf of the Company Securityholders), on the one hand, and Acquirer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Reviewing Accountant that is unsuccessfully disputed by Seller and one-half each such party (as finally determined by Buyerthe Reviewing Accountant) bears to the total amount of such disputed items so submitted. (h) Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Purchase Price Adjustment. Immediately prior to Closing, the Company shall provide KIT with a final version of Schedule 2.3(e) (which will include, without limitation, a list of all Third Party Expenses and all other Liabilities payable at Closing) (the “Known Pre-Closing Liabilities Statement”). The Known Pre-Closing Liabilities Statement shall be subject to Purchaser’s reasonable approval, which approval shall not be unreasonably withheld or delayed. The Base Purchase Price payable at the Closing shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for decreased by the unapplied portion, as of amount set forth on the Known Pre-Closing Date, of the security deposits made Liabilities Statement and increased by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the an amount equal to the financial value sum of (determined i) the Company’s cash and liquid investments, (ii) current and collectible accounts receivables, (iii) billed but collectible revenues related to completed work and (iv) short-term inventory (at current depreciated value) (such adjusted amount, the “Adjusted Base Purchase Price”). With the exception of the Xxxxxx Claim which shall be subject to settlement in accordance with generally accepted accounting principles consistently appliedSection 5.6, KIT agrees to remit payments (in immediately available funds or, if agreed upon by a creditor, shares of KIT common stock) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part and/or reach a settlement agreement with each of the Contracts for which Seller has received goods entities set forth on Schedule 2.3(e) 75 days from Closing (it being understood and services prior to agreed that the Closing Date (“Buyer’s Trade Credit”), and Seller shall Assumed Liabilities on Schedule 2.3(e) will be given a credit for the financial value (determined paid by KIT in accordance with generally accepted accounting principles consistently applied) of their terms and, if due and payable at Closing, will be paid by KIT by no later than the goods and services to be received on or 40-days after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases First Anniversary. Notwithstanding whether an Assumed Liability is listed on Schedule 4.3(c2.3(e) and the requirements of the prior sentence, if such Assumed Liability is also listed on either Schedule 2.3(f) or Schedule 2.3(g), have not ----------------- been obtained as then KIT agrees that it shall pay or otherwise enter into a settlement agreement for each of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (dAssumed Liabilities set forth in Schedule 2.3(f) Anything in this Agreement to the contrary notwithstanding, all operating income by 4th January 2012; and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account Assumed Liabilities set forth in Schedule 2.3(g) within 7 Business Days of Buyer Closing. Each entity set forth on Schedule 2.3(e) and all Schedule 2.3(f) and Schedule 2.3(g) is an intended third party beneficiary of this Agreement, and any shares issued to such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price entities by KIT pursuant to this Section 4.3 shall 2.6(g) will be hereinafter referred to registered for re-sale by KIT (through the filing of a registration statement which KIT will file and have declared effective as soon as practically possible after KIT has filed its Annual Report on Form 10-K for the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstandingyear ended December 31, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance 2011 with the provisions of Section 4.3(eU.S. Securities and Exchange Commission in March 2011). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller Not later than five Business Days prior to the Closing Date, the Contributor Parties shall receive prepare in good faith and deliver to Acquiror a credit for preliminary settlement statement (the unapplied portion, “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall balance sheet will be given a credit in the amount equal to the financial value (determined prepared in accordance with generally accepted accounting principles GAAP, applied consistently appliedwith the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) of all time required to be broadcast (the “Estimated Closing Date Balance Sheet”) based on the Stations on or after the Closing Date under the trade agreements included as part most recent financial information of the Contracts for which Seller has received goods and services prior Compression Group Entities reasonably available to the Closing Date (“Buyer’s Trade Credit”)Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) members’ equity of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained Compression Group Entities as of the Closing Date, Buyer (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be given made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a creditrevised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.” (b) Not later than the 120th day following the Closing Date, Acquiror shall prepare and deliver to ETP, on behalf of the Contributor Parties, a statement (the “Final Adjustment Statement”) setting forth (i) the final combined balance sheet of the Compression Group Entities as of the Closing Date, of One Million Five Hundred Thousand Dollars which balance sheet will be prepared in the same manner as the Estimated Closing Date Balance Sheet ($1,500,000.00). (dthe “Final Closing Date Balance Sheet”) Anything in this Agreement to based on the contrary notwithstanding, all operating income and expenses most recent financial information of the Stations shall be further adjusted and allocated between Seller and Buyer Compression Group Entities reasonably available to the extent necessary to effect the principle that all such income and expenses attributable to the operation Acquiror, (ii) a calculation of the Stations difference, if any, between the Net Working Capital shown on and after the Final Closing Date shall be for the account of Buyer Balance Sheet and all such income and expenses attributable to the operation Estimated Net Working Capital, (iii) a calculation of the Stations difference, if any, between the Debt shown on or before the Final Closing Date shall be for Balance Sheet and the account Estimated Closing Date Debt, (iv) a calculation of Seller. The net amount the difference, if any, between the Cash shown on the Final Closing Date Balance Sheet and the Estimated Closing Date Cash Amount and (v) the final calculation of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within At any time during the 30-day period specified in Section 4.3(efollowing receipt of the Final Adjustment Statement (the “Review Period”), reach ETP, on behalf of the Contributor Parties, may deliver to Acquiror a written report containing any changes that the Contributor Parties propose be made to the Final Adjustment Statement (such written report, an agreement “Objection Notice”). Acquiror shall provide to ETP, on behalf of the Contributor Parties, such documentation and other data, and, during normal business hours and upon reasonable advance notice, access to its officers, employees, agents and other personnel as is reasonably necessary to enable ETP, on behalf of the Contributor Parties, to appropriately review the Final Adjustment Statement during the Review Period. ETP, on behalf of the Contributor Parties, shall be deemed to have waived any rights to object to the Final Adjustment Statement unless ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror within the Review Period and, if the Review Period expires without ETP, on behalf of the Contributor Parties, so delivering an Objection Notice, then from and after the expiration of the Review Period, the Final Adjustment Statement shall become final and binding for all purposes of this Agreement. If ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror during the Review Period, then ETP, on behalf of the Contributor Parties, and Acquiror shall enter into good faith negotiations and shall attempt to agree on the Acquisition amount of the actual Purchase Price Adjustment Amount. If such Parties cannot reach agreement within 30 days after the date on which ETP, on behalf of the Contributor Parties, delivered such Objection Notice to Acquiror, the Parties shall refer the remaining disputed matters necessary to the final determination of the Purchase Price Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopersto Deloitte & Touche LLP, or if Deloitte & Touche LLP is unable or unwilling to perform its obligations under this Section 2.4(b), such other nationally-recognized independent accounting firm as is mutually agreed to on by Seller ETP, on behalf of the Contributor Parties, and Buyer Acquiror (the “Acquisition Arbitrating Independent Accounting Firm") ”). The Independent Accounting Firm shall resolve any disputes referred to it under this Section 2.4(b). Each Party shall deliver simultaneously to the Independent Accounting Firm (i) the Objection Notice and such work papers, invoices and other reports and information relating to the disputed itemsmatters as the Independent Accounting Firm may request and (ii) such Party’s proposed resolution of the disputed matters and any materials it wishes to present to justify the resolution it so presents. Buyer Each Party shall be afforded the opportunity to discuss the disputed matters with the Independent Accounting Firm. The Independent Accounting Firm shall act as an expert (and Seller shall each inform not as an arbitrator) for the Acquisition ----------------- Arbitrating Firm in writing as limited purpose of determining the specific disputed matters necessary to their disagreement concerning the Acquisition determination of the Purchase Price Adjustment Amount reflected submitted by either ETP, on behalf of the Preliminary Acquisition Adjustment ReportContributor Parties, or Acquiror to the Independent Accounting Firm, and each whether and to what extent, if any, the Purchase Price Adjustment Amount requires adjustment as a result of the resolution of those disputed matters (applying GAAP consistently with the Compression Group Entities’ past practices). The Independent Accounting Firm may not award damages or penalties and shall make readily available not have authority to address matters not in dispute between the Parties or necessary to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation determination of the Acquisition final Purchase Price Adjustment Amount. The Acquisition Arbitrating Firm Independent Accounting Firm’s determination shall be instructed to complete its analysis made within thirty (30) calendar 30 days from the date of its engagement and upon completion to inform the parties in writing of its own determination after submission of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) disputed matters and shall be final and binding on all Parties, without right of appeal. In determining the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination proper amount of the Acquisition Purchase Price Adjustment Amount, the Acquisition Independent Accounting Firm shall not increase the Purchase Price Adjustment Amount shall more than the increase proposed to be paid made in accordance with the provisions of Section 4.3(e). The costs and fees Final Adjustment Statement by ETP, on behalf of the Acquisition Arbitrating Firm Contributor Parties, nor decrease the Purchase Price Adjustment Amount more than the decrease proposed to be made in the Final Adjustment Statement by Acquiror, as applicable. Each Party shall be borne bear its own legal fees and other costs of presenting its case to the Independent Accounting Firm. Acquiror and ETP shall each bear one-half by Seller of the costs and one-half by Buyerexpenses of the Independent Accounting Firm incurred in resolving such disputed matters. The Purchase Price Adjustment Amount as finally determined pursuant to this Section 2.4(b) shall be referred to as the “Final Purchase Price Adjustment Amount.”

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for On the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to day immediately preceding the Closing Date, Seller shall provide Buyer with a prepare and deliver to PRGI, an estimated cash flow statement setting forth a detailed computation of Seller's reasonable and good faith estimate total cash received by Seller in respect of the Acquisition Adjustment Amount as of Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Preliminary Acquisition Adjustment ReportInterim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). ThereafterPRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Seller during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and Buyer shall -------------------------------------------- have thirty (30ii) calendar days after any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to review the Preliminary Acquisition Adjustment Report and Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the related books and records of SellerBusiness to be acquired by PRGI pursuant hereto), and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount (D) commissions payable as of the Closing Effective Date in respect of accounts receivable collected by Seller prior to the Effective Date. If an agreement is reached within thirty ; (30E) calendar days all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Closing Effective Date or advances made to Associates or Employees on or after the Effective Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount), and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge (F) all amounts owed to Buyer, then Buyer shall pay to Persons other than Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available except for normal trade payables directly relating to the Acquisition Arbitrating Firm any books and records and work papers relevant Business to be acquired by PRGI pursuant hereto incurred in the preparation ordinary course of such firm's computation of business) (collectively the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount"Interim Period Reimbursable Liabilities," which, the Acquisition Adjustment Amount shall be paid in accordance together with the provisions of Section 4.3(eInterim Period Cash Flow, is referred to herein as the "Reimbursable Cash"). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Stock Purchase Price shall be adjusted subject to adjustment as follows: -------------------------specified in this Section 2.6. (a) Seller shall receive a credit for the unapplied portion, As soon as of practicable following the Closing Date, and in no event later than 60 days following the Closing Date, Seller shall deliver to Buyer an accurate and correct copy of a balance sheet of First Re as of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after close of business on the Business Day immediately preceding the Closing pursuant Date (the "Closing Balance Sheet"), together with a report thereon of Deloitte & Touche LLP, independent accountants for Seller ("Seller's Accountants"), stating that the Closing Balance Sheet fairly presents the consolidated financial position of First Re as of such date in accordance with GAAP. In no event later than 50 days following the Closing Date, Seller shall deliver to Section 2.3 Buyer a substantially complete draft of this Agreementthe Closing Balance Sheet. (b) Buyer Utilizing the Closing Balance Sheet and subject to the other provisions of this Section 2.6(b), the "Book Value" of First Re shall equal the excess of total Tangible Assets over total liabilities reflected on the Closing Balance Sheet. If the Closing Balance Sheet includes a valuation allowance against deferred income taxes and such valuation allowance exists because the consolidated financial statements of Seller at December 31, 1997 contain a similar valuation allowance, then the valuation allowance of First Re on the Closing Balance Sheet shall be given a credit in excluded for the amount equal purpose of determining Book Value, subject to the provisions of Section 2.6(c). Further, the Book Value shall be adjusted to exclude the value of any shares of the capital stock of Homestead owned by First Re as of the Business Day immediately preceding the Closing Date. Seller shall deliver to Buyer, simultaneously with the delivery of the Closing Balance Sheet, a certificate of the chief financial value (determined officer of Seller which includes the calculation of Book Value and certifies that such calculation has been made in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined procedures set forth in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000this Section 2.6(b). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(cExcept as otherwise provided in this Section 2.6(c), have not ----------------- been obtained as the calculation of the Closing Date, Book Value delivered by Seller to Buyer shall be given final, binding and conclusive on the parties hereto. Buyer may dispute any amounts reflected on the Closing Balance Sheet to the extent that the net effect of such disputed amounts in the aggregate would be to cause Book Value to be less than $35 million; provided, however, that Buyer shall notify Seller in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in detail, the basis for such dispute, at any time during the 20 days immediately following the date on which Seller delivered to Buyer the Closing Balance Sheet; and provided, further, that Buyer may not dispute any amount reflected on the Closing Balance Sheet to the extent such amount was calculated on the same basis as used in preparing the First Re 1996 Balance Sheet, if the amount set forth on the First Re 1996 Balance Sheet was determined by Seller's Accountants to have been calculated in accordance with GAAP. In the event of such a creditdispute, accountants designated by Buyer ("Buyer's Accountants") and Seller's Accountants shall attempt to reconcile any disputed amounts, and any resolution by them as to any such amounts shall be final, binding and conclusive on the parties. If Buyer's Accountants and Seller's Accountants are unable to reach a resolution with respect to any disputed amount within 10 Business Days following Buyer's written notice of dispute to Seller, Buyer's Accountants and Seller's Accountants shall submit for resolution the amounts remaining in dispute to a nationally recognized independent public accounting firm mutually acceptable to Buyer and Seller (the "Independent Accounting Firm"), as an expert and not an arbitrator, which shall, within 30 Business Days of such submission, determine and report to Seller and Buyer upon such remaining disputed amounts, and such report shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Closing Date, Independent Accounting Firm shall be allocated between Buyer and Seller in the same proportion that the aggregate amount of One Million Five Hundred Thousand Dollars such remaining disputed amounts so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each ($1,500,000.00)as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted. (di) Anything in this Agreement If the final determination of Book Value exceeds $35,000,000, the amount of such excess shall be added to the contrary notwithstandingStock Purchase Price; and (ii) If the final determination of Book Value is less than $35,000,000, all operating income and expenses the amount of the Stations such deficiency shall be further adjusted and allocated between Seller and Buyer to deducted from the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Stock Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment AmountPrice. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days Within five Business Days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records final determination of Seller, and Buyer and Seller will in good faith seek to reach agreement on Book Value: (i) if the final Acquisition Adjustment Amount as determination of the Closing Date. If an agreement is reached within thirty Book Value exceeds $35 million, (30A) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit subject to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e2.9(a), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform jointly instruct the Acquisition ----------------- Arbitrating Firm in writing Escrow Agent to promptly deliver to Seller the certificate representing the Section 2.6 Shares and (B) Buyer shall issue to Seller that number of shares of Convertible Preferred Stock equal to (x) the Adjusted Excess Amount (as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amountdefined below) divided by (y) 1,000. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for For purposes of this Section 4.3(f2.6(e)(i). Within five , "Adjusted Excess Amount" shall be equal to (5I) calendar days after the Acquisition Arbitrating Firm delivers amount by which the Book Value exceeds $35 million divided by (II).81; or (ii) if the final determination of Book Value is less than $35 million (the "Book Value Deficiency"), subject to Section 2.8(b)(i), Buyer and Seller shall jointly instruct the Escrow Agent, pursuant to the parties its written determination terms of the Acquisition Adjustment AmountFirst Escrow Agreement, to promptly deliver to the Acquisition Adjustment Amount shall be paid in accordance with Transfer Agent the provisions of Section 4.3(e). The costs and fees of certificate representing the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.Section

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portionSellers shall, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. at least five (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (35) business days prior to the Closing Date, Seller shall provide cause to be prepared and delivered to Buyer with a statement (the “Preliminary Statement”), setting forth a detailed computation of Seller's reasonable and Sellers’ good faith estimate of each of the Acquisition Adjustment Amount Modified Net Working Capital as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the “Closing Date to review the Preliminary Acquisition Adjustment Report Modified Net Working Capital”) and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount Capital Expenditure Account Balance as of the Closing DateDate (the “Closing Date Capital Expenditure Account Balance”). If an agreement The estimate of Closing Date Modified Net Working Capital is reached within thirty referred to herein as the “Estimated Modified Net Working Capital” and the estimate of the Closing Date Capital Expenditure Account Balance is referred to herein as the “Estimated Closing Date Capital Expenditure Account Balance.” (30b) Within forty-five (45) calendar days after the Closing Date, then if Buyer shall cause to be prepared and delivered to Sellers a statement (the Acquisition “Statement”) setting forth Buyer’s calculations of Closing Date Modified Net Working Capital, the Closing Date Capital Expenditure Account Balance and the components and calculation of each, which comments and calculations shall be included and made in accordance with Section 1.2 of the Disclosure Letter and, to the extent not provided for therein, GAAP (in each case as and to the same extent determined pursuant to Section 1.2(c)(ii)). At the same time, Buyer shall also cause to be prepared and delivered to Sellers a statement (the “Adjustment Amount reflected on Statement”) setting forth the Preliminary Acquisition Adjustment Report is calculation (whether a credit to Buyer, Seller shall pay to Buyer by wire transfer positive or negative number) of immediately available funds, within five (5i) calendar days after such agreement is reached, the amount of the preliminary Acquisition Closing Date Modified Net Working Capital as shown on the Statement minus the Estimated Modified Net Working Capital plus (ii) the Closing Date Capital Expenditure Account Balance minus the Estimated Closing Date Capital Expenditure Account Balance (the sum of such amounts, whether a positive or negative number, the “Adjustment Amount”). Buyer shall provide Sellers and their accountants with access to the relevant books and records of the Company and the Sellers Employees to the extent required in connection with their review of and any dispute with respect to the Statement and the Adjustment Statement and shall furnish Sellers with any other information that might be relevant to the calculation of Closing Date Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance. If, and if at any time prior to the Acquisition Adjustment Amount reflected final resolution of all disputed items on the Preliminary Acquisition Statement or the Adjustment Report is a charge Statement, additional information shall become known to BuyerBuyer or Sellers that would change the amount of the Closing Date Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance shown on the Statement or the calculation thereof, then Buyer shall pay amend the Statement and Adjustment Statement to Seller by wire transfer reflect such additional information. Buyer or Sellers shall promptly notify Sellers or Buyer, as applicable, upon becoming aware of immediately available fundsany additional information prior to the end of the Resolution Period. (c) After receipt of the Statement and the Adjustment Statement, within five Sellers will have thirty (530) calendar days after such agreement is reached, from receipt to review the Statement and the Adjustment Statement together with the workpapers used in their preparation. Unless Sellers deliver to Buyer written notice setting forth in reasonable detail the specific items disputed by Sellers and a written statement setting forth Sellers’ calculation of each line item shown on the Statement so disputed and the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the in dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm"Sellers’ Statement”) shall resolve on or prior to the disputed itemsthirtieth (30th) day after receipt of the Statement and the Adjustment Statement, Sellers will be deemed to have accepted and agreed to the Statement and the Adjustment Statement and such agreement will be final, binding and conclusive. Any items on the Statement or Adjustment Statement as to which Sellers have not given notice of their objection and provided an alternative calculation on Sellers’ Statement will be deemed to have been agreed upon by the Parties, subject to the penultimate sentence of Section 1.3(b). If Sellers so notify Buyer of their objections to any of the Statement or the Adjustment Statement and provide Buyer with Sellers’ Statement in a timely manner, Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment ReportSellers will, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days following such notice (the “Resolution Period”), attempt to resolve their differences. Any resolution by Buyer and Sellers during the Resolution Period as to any disputed amounts will be final, binding and conclusive. If the amount claimed by Buyer on the Adjustment Statement to be owed by Sellers is less than the Escrow Amount, then, promptly after delivery of the Adjustment Statement, any amount on deposit in the Escrow Account that is in excess of the amount claimed by Buyer to be owed by Sellers under this Section shall be distributed from the date Escrow Account to Sellers in accordance with the Escrow Agreement, and Buyer agrees to reasonably cooperate with Sellers in any necessary joint instruction to the Escrow Agent. Money released from the Escrow Account to Sellers shall be distributed to Sellers in accordance with the Sharing Percentages set forth on Annex A. If Buyer and Sellers do not resolve all disputed items by the end of the Resolution Period, then all items remaining in dispute will be submitted within ten (10) days after the expiration of the Resolution Period to a national independent accounting firm mutually acceptable to Buyer and Sellers (the “Neutral Accounting Arbitrator”); it being understood that no member of the Neutral Accounting Arbitrator’s engagement team shall have an existing professional relationship with Buyer or any of its engagement Affiliates. The Neutral Accounting Arbitrator shall act as an arbitrator to determine only those items in dispute. All fees and upon completion expenses relating to inform the parties work, if any, to be performed by the Neutral Accounting Arbitrator will be allocated between Buyer, on the one hand, and Sellers, on the other hand, in writing inverse proportion as they shall prevail on the amounts of its own such disputed items so submitted (as finally determined by the Neutral Accounting Arbitrator). The Neutral Accounting Arbitrator will deliver to Buyer and Sellers a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Accounting Arbitrator by Sellers and Buyer) of the Acquisition disputed items within thirty (30) days of receipt of the disputed items (or as soon as practicable thereafter), which determination will be final, binding and conclusive. The final, binding and conclusive Statement and Adjustment Amount. Any determination Statement, which either are agreed upon by Buyer and Sellers or are delivered by the Acquisition Arbitrating Firm Neutral Accounting Arbitrator in accordance with this Section 4.3(f1.3, will be the “Conclusive Statement” and the “Conclusive Adjustment Statement,” respectively. In the event that either Buyer or Sellers fails to submit its statement regarding any items remaining in dispute within the time determined by the Neutral Accounting Arbitrator, then the Neutral Accounting Arbitrator shall render a decision based solely on the evidence timely submitted to the Neutral Accounting Arbitrator by Buyer and/or Sellers. (d) If the Adjustment Amount as shown on the Conclusive Adjustment Statement (the “Conclusive Adjustment Amount”) is a negative number, then the Cash Consideration will be reduced by the amount of the Conclusive Adjustment Amount, but not in excess of the Escrow Amount, and Buyer shall be final entitled to payment of such amount from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated by the Party entitled to receive such funds (and binding Sellers agree to cooperate reasonably in facilitating such payment, including by executing and delivering an appropriate joint instruction to the Escrow Agent). If the Conclusive Adjustment Amount is a positive number, then the Cash Consideration will be increased by the amount of the Conclusive Adjustment Amount, but not in excess of the Escrow Amount, and Buyer shall pay to Sellers cash equal to such amount, to be paid to an account or accounts designated in writing by Sellers prior to the date when such payment is due. All payments to be made pursuant to this Section 1.3(d) will be made on the parties for purposes fifth business day following the date on which Buyer and Sellers agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement and, in the case of this Section 4.3(f)payment to Buyer, instruct the Escrow Agent by joint written instruction accordingly. Within five (5) calendar days If the Conclusive Adjustment Amount is a positive number, or is a negative amount that is less than the amount remaining on deposit in the Escrow Account, then, promptly after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Conclusive Adjustment Amount, any amount remaining on deposit in the Acquisition Escrow Account that is in excess of the lesser of the Conclusive Adjustment Amount and the Escrow Amount shall be paid distributed from the Escrow Account to Sellers in accordance with the provisions of Section 4.3(e)Escrow Agreement, and Buyer agrees to reasonably cooperate with Sellers in any necessary joint instruction to the Escrow Agent. The costs and fees of Money released from the Acquisition Arbitrating Firm Escrow Account to Sellers shall be borne one-half by Seller distributed to Sellers in accordance with the Sharing Percentages set forth on Annex A. (e) Buyer acknowledges and one-half by Buyeragrees that its sole and exclusive remedy for any amount due to it pursuant to this Section 1.3 shall be its right to payment from the Escrow Account in an amount not to exceed the Escrow Amount. Sellers acknowledge and agree that their sole and exclusive remedy for any amount due to them pursuant to this Section 1.3 shall be the right to payment from Buyer in an amount not to exceed the Escrow Amount.

Purchase Price Adjustment. The amount of the Purchase Price shall be adjusted subject to adjustment as follows: -------------------------: (a) Seller shall receive a credit for the unapplied portion, as of Within ninety (90) days following the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed Purchaser shall cause to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined prepared, in accordance with generally accepted accounting principles consistently applied("GAAP") of all time required to be broadcast on a basis consistent with those used in the Stations on or after Balance Sheet (as defined in Section 3.4 hereof), (i) a balance sheet (the "Draft Closing Date under Balance Sheet") setting forth the trade agreements included as part Purchaser's determination of the Contracts for which Seller has received goods and services prior to the Company's Closing Date Net Worth (“Buyer’s Trade Credit”as defined below), and Seller shall be given (ii) a credit for statement (the financial value (determined in accordance with generally accepted accounting principles consistently applied"Draft Closing Date Net Cash Statement") setting forth the Purchaser's determination of the goods and services to be received on or after the Company's Closing Date under the trade agreements included Cash Deficiency (as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”defined below), providedif any, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained in each case as of the Closing Date, Buyer shall be given a credit, as close of business on the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days day prior to the Closing Date, Seller but after giving effect to (A) the payments and accruals required to be made hereunder by the Company pursuant to Section 4.13 prior to or at the Closing and (B) the accrual required to be made hereunder by the Company pursuant to Section 4.15, the cost of which balance sheet and statement shall provide Buyer with be borne by the Purchaser or the Company (except to the extent provided in the foregoing clause (B)). The inventory valuation set forth in the Draft Closing Date Balance Sheet shall be based on a statement setting forth a detailed computation of Seller's reasonable and good faith estimate physical count of the Acquisition Adjustment Amount as of inventory conducted jointly by the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report Purchaser and the related books and records of Seller, and Buyer and Seller will in good faith seek Sellers' Representative promptly prior to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after The Purchaser and the Sellers' Representative shall use their best efforts to complete the physical count of the inventory on or before the close of business on the Closing Date, and such physical count shall be updated by the Company's inventory records for the time period after the taking of such physical count through the Closing Date. (b) Within ninety (90) days following the Closing Date, the Purchaser shall deliver to the Seller's Representative the Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement, together with any work papers or other such items as the Sellers' Representative shall reasonably request. The Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement shall become final and binding upon the parties unless the Sellers' Representative gives written notice of its disagreement (a "Notice of Disagreement") to the Purchaser within fifteen (15) business days after the Sellers' Representative's receipt of the Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement, specifying the Sellers' Representative's disagreement with either of such statements. If a Notice of Disagreement is received by the Purchaser in a timely manner, then if the Acquisition Adjustment Amount reflected Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement shall each become final and binding upon the parties on the Preliminary Acquisition earlier of (i) the date the parties hereto resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement and (ii) the date any Disputed Matters (as defined below) are finally resolved in writing by the Arbitrator (as defined below). In the event that a Notice of Disagreement is received by the Purchaser in a timely manner, then the portion, if any, of the Purchase Price Adjustment Report (as defined in Section 1.4(d) hereof) that is a credit to Buyernot in dispute shall be paid by the Purchaser or the Sellers, Seller shall pay to Buyer by wire transfer of immediately available fundsas the case may be, in accordance with Section 1.4 hereof, within five (5) calendar days after the expiration of the aforesaid fifteen (15) business day period. Any such agreement is reachedNotice of Disagreement shall state in reasonable detail the nature of any disagreement so asserted. During a period of ten (10) days (or such longer period as the Purchaser and the Sellers' Representative may mutually agree) after the expiration of the aforesaid fifteen (15) business day period, the amount Purchaser and the Sellers' Representative shall attempt to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such ten (10) day period (or such longer period as the Purchaser and the Sellers' Representative may have mutually agreed), the Purchaser and the Sellers' Representative have failed to reach written agreement with respect to all of such matters, then all such matters as specified in the Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be submitted to and reviewed by an arbitrator (the "Arbitrator"). If the Purchaser and the Sellers' Representative are unable to agree upon the identity of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, Arbitrator within five (5) calendar days after such agreement is reacheddays, the amount Sellers' Representative and the Purchaser shall each select within five (5) days thereafter one of the preliminary Acquisition Adjustment Amount"Big-Five" accounting firms having no other relationship with any party hereto during the past two (2) years to select the Arbitrator. If agreement is such accounting firms cannot reached within such 30-day periodagree as to the identity of the Arbitrator, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of accounting firms shall select one nominee and the Acquisition Adjustment AmountArbitrator shall be chosen by lot. The Acquisition Arbitrating Firm Arbitrator shall consider only the Disputed Matters and shall be instructed to complete act promptly to resolve all Disputed Matters, and its analysis within thirty (30) calendar days from the date of its engagement and upon completion decision with respect to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) all Disputed Matters shall be final and binding on upon the parties for purposes Purchaser and the Sellers. The Arbitrator shall decide all of this Section 4.3(f). Within five the Disputed Matters within fifteen (515) calendar days after and provide the Acquisition Arbitrating Firm delivers to Sellers' Representative and the parties its Purchaser with a written decision regarding his determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e)Disputed Matters. The costs fees and fees expenses of the Acquisition Arbitrating Firm Arbitrator with respect to the settlement of all Disputed Matters shall be borne one-half by Seller the Purchaser, on the one hand, and one-half the Sellers, on the other hand, in such proportion as shall be determined by Buyerthe Arbitrator giving consideration to the Purchaser's and the Sellers' initial positions with respect to the matter and how far such positions were from the Arbitrator's decision. (c) As used herein,

Purchase Price Adjustment. The Purchase Price set forth in Section III.B.1 hereof will be subject to adjustment as follows: a. The Buyer will prepare the Closing Balance Sheet and deliver it to the Sellers' Attorney-in-Fact within 45 days following the Closing Date. The Closing Balance Sheet shall be used to determine the Adjustment Amount. b. The Closing Balance Sheet shall be prepared from the books and records of SDL in accordance with GAAP as applied consistently with the principles, practices and procedures used in preparation of the Most Recent Audited Balance Sheet. All inventory and supplies reflected on the Closing Balance Sheet shall be so reflected on the basis of a complete physical count taken on March 22, 2000 , adjusted for receipts and shipments through the Closing Date, and shall be valued in accordance with SDL's prior practices as reflected in the Most Recent Audited Balance Sheet. Representatives of both the Buyer and the Sellers' Attorney-in-Fact shall have the right to participate in the taking of the physical inventory and the valuation thereof. The Buyer will apply certain procedures agreed upon by the Buyer and the Sellers' Attorney-in-Fact to specific accounts and/or items on the Closing Balance Sheet. SDL, the Buyer and the Sellers will provide each other with full cooperation in connection with the preparation of the Closing Balance Sheet. c. The Closing Balance Sheet will not reflect expenses attributable to the costs associated with the audit of SDL's balance sheet as of December 31, 1999 and 1998, and Statements of Income, Changes in Stockholders Equity and Cash Flow for the fiscal year ended December 31, 1999. SDL shall pay all of its attorneys' fees relating to the Transactions at or before the Closing Date. It is contemplated by the Parties that the Buyer shall not be responsible for the payment of the Sellers' or SDL's attorneys' fees incurred in connection with this Agreement and the Transactions. d. Within 30 days after receipt of the Closing Balance Sheet, the Sellers' Attorney-in-Fact will notify the Buyer if he disagrees with any of the amounts included in the Closing Balance Sheet. If no notice of objection is given, the Closing Balance Sheet will be final and conclusive for all purposes. If the parties are unable to resolve any differences within 60 days of the receipt of the Closing Balance Sheet, the Buyer and the Sellers agree to retain the accounting firm of Ernst & Young LLP, through its Boston office, to review the final report of Buyer on the Closing Balance Sheet, to determine whether it has been prepared in accordance with GAAP, to arbitrate any other dispute concerning the Closing Balance Sheet and the Adjustment Amount and to render a decision comprising a correct statement of the Closing Balance Sheet and the Adjustment Amount within 30 days of its retention. That decision shall be final and binding for all purposes. Any decision or award pursuant to this Section III.B.3.d may be entered in and enforced by any court having jurisdiction over the matter. The parties hereby consent and commit themselves to the jurisdiction of the courts of New Mexico for the purposes of the enforcement of any such award. The Buyer and the Sellers will each pay one-half of the costs of services rendered by Ernst & Young LLP. e. Within five days after the later of (i) expiration of the 30-day period for giving notice of disagreement with the Closing Balance Sheet, if no such notice of objection is given by the Sellers' Attorney-in-Fact, or (ii) the resolution of disputes, if any, pursuant to Section III.B.3.d above, the Basic Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for using the unapplied portion, as of formula set forth in Section III.B.1.a based on the amounts shown in the Closing Date, of Balance Sheet). If the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date is owed to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available fundsSellers, within five (5) calendar business days after such agreement is reachedreceipt of written notice given jointly by the Sellers' Attorney-in-Fact and the Buyer, the Escrow Agent will disburse, as directed by that notice and by wire transfer in immediately available funds, the amount held in the Escrow Account to the Sellers' Attorney-in-Fact, or either of the preliminary Acquisition Adjustment Amountthem, and if the Acquisition Buyer will similarly wire the Adjustment Amount reflected on to the Preliminary Acquisition Sellers' Attorney-in-Fact, or either of them. If the Adjustment Report Amount is a charge owed to the Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar business days after such agreement is reachedreceipt of written notice given jointly by the Sellers' Attorney-in-Fact and the Buyer, the Escrow Agent will disburse, as directed by that notice and by wire transfer in immediately available funds, to the Buyer an amount of the preliminary Acquisition escrowed funds equal to the Adjustment Amount. If agreement is not reached within such 30, and the balance of the escrowed funds, if any, to the Sellers' Attorney-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30in-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopersFact, or such other accounting firm as mutually agreed either of them, for distribution to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm Sellers in accordance with their respective interests. The responsibility of the Buyer under this Section 4.3(f) shall III.B.3.e will be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers limited to the parties its written determination wire transfer of any Adjustment Amount owed to Sellers to the Sellers' Attorney-in-Fact. The responsibility of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.Escrow Agent

Purchase Price Adjustment. (i) Prior to the Closing Date, the Sellers’ Representative prepared and delivered to the Purchaser a statement (the “Preliminary Net Working Capital Certificate”) setting forth in reasonable detail its estimate of Net Working Capital (the “Preliminary Net Working Capital”) as of the close of business on the Closing Date and the calculations supporting the Sellers’ Representative’s estimate. The Preliminary Net Working Capital shall be calculated on a basis consistent with GAAP applied consistently with the Companies’ historical accounting practices and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets and current liabilities of each of the respective Companies as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i). (ii) Within sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver to the Sellers’ Representative a statement (the “Closing Statement”) setting forth in reasonable detail its calculation of (1) Net Working Capital as of the close of business on the Closing Date, and calculated on a basis consistent with GAAP applied consistently with the Companies’ historical accounting practices and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets and current liabilities of each of the respective Companies as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i), (2) actual Transaction Expenses as of the close of business on the Closing Date and (3) actual Funded Indebtedness as of the close of business on the Closing Date. If within thirty (30) days after the Sellers’ Representative’s receipt of the Closing Statement (the “Objection Period”), the Purchaser has not received an Objection Notice, then such Net Working Capital, Transaction Expenses and Funded Indebtedness set forth on the Closing Statement shall be deemed the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness, respectively, and the Cash Amount of the Purchase Price shall be adjusted as follows: ------------------------- (aif at all) Seller in accordance with Section 1.2(c)(vii); however, if an Objection Notice has been delivered, then Section 1.2(c)(iii) and Section 1.2(c)(iv) hereof shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreementapply. (biii) Buyer shall be given a credit If the Sellers’ Representative in good faith disagrees with any portion of the Purchaser’s calculation of Net Working Capital, Transaction Expenses or Funded Indebtedness as set forth in the amount equal Closing Statement, then the Sellers’ Representative may, within the Objection Period, deliver a written notice to the financial value Purchaser setting forth the Sellers’ Representative’s objections thereto (determined the “Objection Notice”). Any Objection Notice shall specify in accordance with generally accepted accounting principles consistently applied) of all time required detail any good faith and reasonable disagreement as to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part amount of the Contracts for which Seller has received goods Net Working Capital, Transaction Expenses and services prior to Funded Indebtedness and the Closing Date (“BuyerSellers’ Representative’s Trade Credit”)calculation of Net Working Capital, Transaction Expenses and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)Funded Indebtedness. (civ) If consents to an Objection Notice is timely received by the assignment to Seller of Purchaser within the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstandingObjection Period, the operating income to which ------------------ Buyer is entitled under the TBA, Purchaser and the operating expenses required to be paid by Buyer under Sellers’ Representative shall, during the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after following the Closing Date to review Purchaser’s receipt of such Objection Notice (the Preliminary Acquisition Adjustment Report and the related books and records of Seller“Net Working Capital Settlement Deadline”), and Buyer and Seller will in use their good faith seek faith, reasonable efforts to reach an agreement on the final Acquisition Adjustment Amount as of the Closing Datedisputed items. If such an agreement is reached prior to the Net Working Capital Settlement Deadline, then the Net Working Capital, Transaction Expenses and Funded Indebtedness as so agreed shall be the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness and the Cash Amount of the Purchase Price shall be adjusted, if at all, in accordance with the provisions of Section 1.2(c)(vii). If the Purchaser and the Sellers’ Representative are unable to reach such an agreement prior to the Net Working Capital Settlement Deadline, the Purchaser and the Sellers’ Representative shall jointly retain EY located at Chase Tower, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000 (the “Accountant”) within thirty (30) calendar days after following the Closing DateNet Working Capital Settlement Deadline to resolve any remaining disagreements. The Purchaser and the Sellers’ Representative shall execute, then if requested by the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is Accountant, a credit to Buyerreasonable engagement letter, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount including customary indemnification provisions in favor of the preliminary Acquisition Adjustment Amount, Accountant. The Purchaser and if the Acquisition Adjustment Amount reflected on Sellers’ Representative shall direct the Preliminary Acquisition Adjustment Report is Accountant to render a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm determination in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, promptly as practicable (and each shall make readily available to the Acquisition Arbitrating Firm in any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis event within thirty (30) calendar days from Business Days after its retention) and the date of its Purchaser and the Sellers’ Representative shall cooperate with the Accountant during the engagement and upon completion make available the records and workpapers necessary for its review. The Accountant shall consider only those items and amounts set forth in the Objection Notice that the Purchaser and the Sellers’ Representative have been unable to inform resolve, and the parties in writing Accountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value of its own determination of the Acquisition Adjustment Amount. Any determination such item claimed by the Acquisition Arbitrating Firm Purchaser or the Sellers’ Representative or less than the smallest value for such item claimed by the Purchaser or the Sellers’ Representative. The Accountant’s determination shall be based on the definitions included herein and shall otherwise be made in accordance with this Agreement, including the principles set forth on Schedule 1.2(c)(i). The determination of the Accountant shall be conclusive and binding upon the parties hereto, and the Cash Amount of the Purchase Price shall be adjusted, if at all, in accordance with the provisions of Section 4.3(f1.2(c)(vii). The Purchaser and the Sellers’ Representative shall each bear fifty percent (50%) of the fees and expenses of the Accountant. The Purchaser, the Sellers’ Representative and the Sellers shall each bear one hundred percent (100%) of their own related expenses other than expenses related to the Accountant. (v) The Net Working Capital, Transaction Expenses and Funded Indebtedness either as agreed to by the Sellers’ Representative and the Purchaser, or as deemed final pursuant to Section 1.2(c)(ii), or as adjusted pursuant to Section 1.2(c)(iv), shall be final and binding on the parties for purposes hereto and will be referred to as the “Final Net Working Capital,” Final Transaction Expenses,” and “Final Funded Indebtedness,” respectively. (vi) The Purchaser and the Sellers’ Representative shall cooperate and assist in good faith in the determination of the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness and in the conduct of the reviews referred to in this Section 4.3(f1.2, including making available, to the extent reasonably necessary, books, records, work papers and personnel at such reasonable times as the Purchaser or the Sellers’ Representative shall request and permitting (at the expense of the requesting party) the copying of records or extracts thereof reasonably requested. (vii) The Cash Amount of the Purchase Price shall be adjusted as follows following the Closing: (1) If the Cash Amount of the Purchase Price was adjusted by the Adjustment Amount at Closing and the Final Net Working Capital is less than the Preliminary Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00). Within , then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the positive difference between the Final Net Working Capital and the Preliminary Net Working Capital in accordance with Section 1.2(c)(vii)(8) below. (2) If the Cash Amount of the Purchase Price was adjusted by the Adjustment Amount at Closing and the Final Net Working Capital is greater than the Preliminary Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser shall promptly pay to the Sellers’ Representative the difference between the Final Net Working Capital and the Preliminary Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (3) If the Cash Amount of the Purchase Price was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the positive difference between the Final Net Working Capital and the Target Net Working Capital in accordance with Section 1.2(c)(vii)(8) below. (4) If the Cash Amount of the Purchase Price was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser shall promptly pay to the Sellers’ Representative the difference between the Final Net Working Capital and the Target Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (5) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is greater than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(8) below. (6) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is less than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Purchaser shall promptly pay the Sellers’ Representative the positive difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(7) below. (7) Payments required to be made pursuant to Sections 1.2(c)(vii)(2),(4) and (6), if any, shall be made by the Purchaser within five (5) calendar days Business Days after the Acquisition Arbitrating Firm delivers Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the parties its written determination account designated by the Sellers’ Representative (for the benefit of the Acquisition Adjustment AmountSellers). (8) If payments are required to be made pursuant to Section 1.2(c)(vii)(1),(3) or (5), if any, the Acquisition Adjustment Sellers’ Representative and the Purchaser shall instruct the Escrow Agent to make such payment from the Escrow Amount within five (5) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Purchaser. In the event that the Escrow Amount is insufficient to pay to the Purchaser the amount due pursuant to Section 1.2(c)(vii)(1), (3) or (5), then the Sellers shall pay the amount due net of the Escrow Amount within five (5) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Purchaser. (viii) To the extent permitted by Law, any payments made under Section 1.2(c), shall be paid in accordance with deemed adjustments to the provisions of Section 4.3(e). The costs Purchase Price for U.S. federal, state and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyerlocal income Tax purposes.

Purchase Price Adjustment. The Preliminary Purchase Price shall be adjusted as follows: -------------------------subject to adjustment according to this Section 2.5. (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three At least three (3) business days prior to the Closing Date, Seller the Company shall provide deliver to the Buyer with an estimated balance sheet as of the opening of business on the Closing Date (the "Estimated Closing Date Balance Sheet") and a statement setting forth a detailed computation of Seller's reasonable and good faith written estimate of the Acquisition Adjustment Net Working Capital Amount and the cash of the Company as of the opening of business on the Closing Date (respectively, the "Estimated Closing Date Net Working Capital Amount" and the "Estimated Closing Date Cash"). For purposes of the estimate of the amount of cash, such estimate shall reflect (i) a deduction from any cash balance in an amount equal to the aggregate amount of all drafts, checks and wire transfers issued on accounts of the Company and its Subsidiaries that remain outstanding and uncleared as of such time and date, and (ii) an addition to any cash balance in an amount equal to the aggregate amount of all drafts, checks and wire transfers that have been received by the Company and its Subsidiaries as of such time and date but that have either not been cashed or not been cleared. The Estimated Closing Date Balance Sheet, the Estimated Closing Date Net Working Capital Amount and the Estimated Closing Date Cash shall be prepared in accordance with Schedule 1.1(a) (which will exclude transaction related items) and GAAP, including the accounting principles, practices and methodologies specified and described on Schedule 1.1(b), and using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the December 31, 2003 Balance Sheet, and, at the Company's election, may be based on the Company's most recent regularly prepared balance sheet for the end of the month immediately preceding the month in which the Closing actually occurs; provided, that, whether or not required by GAAP, any "Swedish Social Tax" or other Tax payable by the Company or to be paid by the Company on behalf of holders of Company Options who reside outside the United States (other than any Taxes for withholding), as a result of the transactions contemplated by this Agreement, will be included as an accrual on the Estimated Closing Date Balance Sheet. Solely for purposes of the Estimated Closing Date Balance Sheet and the Final Closing Date Balance Sheet, the Buyer hereby approves and agrees to the application of GAAP as set forth on Schedule 1.1(b). If the Estimated Closing Date Net Working Capital Amount is greater than the December 31, 2003 Net Working Capital Amount, the Preliminary Purchase Price shall be increased by such amount. If the Estimated Closing Date Net Working Capital Amount is less than the December 31, 2003 Net Working Capital Amount, the Preliminary Purchase Price shall be reduced by such amount. The Company will also deliver to the Buyer, at least five (5) business days prior to the Closing Date, a certificate setting forth an estimate of the Company and Shareholder Transaction Expenses as of the Closing Date. (b) Within sixty (60) days after the Closing Date, the Buyer will prepare and deliver to the Shareholders' Representative a balance sheet of the Company as of the opening of business on the Closing Date (the "Final Closing Date Balance Sheet"), including a calculation of the Net Working Capital Amount and the cash of the Company as of the Closing Date (respectively, the "Preliminary Acquisition Adjustment ReportClosing Date Net Working Capital Amount" and the "Closing Date Cash"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the The Final Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm Balance Sheet shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm prepared in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.Schedule 1.1

Purchase Price Adjustment. The Preliminary Purchase Price shall be adjusted as follows: -------------------------subject to adjustment according to this Section 2.5. (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. At least five (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (35) business days prior to the Closing Date, Seller the Company shall provide deliver to the Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith written estimate of the Acquisition Adjustment Net Assets Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"“Estimated Closing Date Net Assets Amount”), which shall be subject to the Buyer’s review. The Estimated Closing Date Net Assets Amount shall be prepared in accordance with Schedule 1.1(a) and GAAP and using the same accounting principles, practices and methodologies that were used to prepare the Most Recent Balance Sheet (and the Company’s delivery of the Estimated Closing Date Net Assets Amount to the Buyer shall include supporting schedules of the type prepared in connection with the Most Recent Balance Sheet). ThereafterIf the Estimated Closing Date Net Assets Amount is greater than the Target Net Assets Amount, Seller and Buyer the Preliminary Purchase Price shall -------------------------------------------- have thirty be increased by such amount. If the Estimated Closing Date Net Assets Amount is less than the Target Net Assets Amount, the Preliminary Purchase Price shall be reduced by such amount. The Company will also deliver to the Buyer, at least five (305) calendar business days after prior to the Closing Date to review Date, a certificate setting forth an estimate of the Preliminary Acquisition Adjustment Report Indebtedness and the related books Company and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount Stockholder Transaction Expenses as of the Closing Date. If an agreement is reached within thirty . (30b) calendar Within twenty (20) days after the Closing Date, then if the Acquisition Adjustment Buyer will prepare and deliver to the Stockholders’ Representative a balance sheet of the Company as of the Closing Date (the “Final Closing Date Balance Sheet”), including a calculation of the Net Assets Amount reflected on as of the Preliminary Acquisition Adjustment Report is Closing Date (the “Closing Date Net Assets Amount”). The Final Closing Date Balance Sheet shall be prepared in accordance with Schedule 1.1(a) and GAAP and using the same accounting principles, practices and methodologies that were used to prepare the Most Recent Balance Sheet. (c) The Stockholders’ Representative shall have a credit to Buyer, Seller shall pay to period commencing upon delivery of the Final Closing Date Balance Sheet by Buyer by wire transfer of immediately available funds, within five and expiring ten (510) calendar days after such agreement is reacheddelivery date to review the Final Closing Date Balance Sheet. The Stockholders’ Representative shall have full access during regular business hours and upon reasonable notice to all relevant books and records and employees of the Surviving Corporation to the extent necessary to complete its review of the Final Closing Date Balance Sheet in a manner not unreasonably interfering with the business of the Surviving Corporation. In the event the Stockholders’ Representative disputes the determination of the Closing Date Net Assets Amount, the amount Stockholders’ Representative shall, within ten (10) days after delivery of the preliminary Acquisition Final Closing Date Balance Sheet, deliver a notice to the Buyer (the “Adjustment Dispute Notice”), setting forth in reasonable detail the component or components which are in dispute and the basis of such dispute. If the Stockholders’ Representative fails to deliver an Adjustment Dispute Notice to Buyer within ten (10) days after Buyer’s delivery of the Final Closing Date Balance Sheet, then the Significant Stockholders and the other holders of the Company Common Shares and the Company Options shall be bound by the calculation of the Closing Date Net Assets Amount that accompanied the Final Closing Date Balance Sheet prepared by Buyer, and the Closing Date Net Assets Amount shall be deemed to be the Final Closing Date Net Assets Amount, and if the Acquisition Adjustment Amount reflected any required payments shall be made pursuant to Section 2.5(e) below based on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Final Closing Date Net Assets Amount. If agreement is not reached the Stockholders’ Representative delivers the Adjustment Dispute Notice within such 30-ten (10) day period, then the Buyer and the Stockholders’ Representative will use reasonable efforts to resolve any such dispute resolutions within ten (10) days after receipt by the Buyer of Section 4.3(fthe Adjustment Dispute Notice. If the Buyer and the Stockholders’ Representative fail to resolve any such dispute within ten (10) days after receipt by the Buyer of the Adjustment Dispute Notice, they shall apply. (f) If Seller and Buyer do not, within submit the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed dispute to by Seller and Buyer Ernst & Young LLP (the “Acquisition Arbitrating Firm"Reviewing Accountant”) shall resolve to review the disputed itemsClosing Date Net Assets Amount set forth on the Final Closing Date Balance Sheet. The Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each Stockholders’ Representative shall make readily available to the Acquisition Arbitrating Firm any books and records and Reviewing Accountant all work papers relevant and all other information and material in their possession relating to the preparation of such firm's computation of matters in the Acquisition Adjustment AmountDispute Notice. The Acquisition Arbitrating Firm Reviewing Accountant shall be instructed to complete use its analysis within thirty (30) calendar days from commercially reasonable efforts to deliver its determination as promptly as practicable after such submission of the date of its engagement and upon completion dispute to inform the parties in writing of its own Reviewing Accountant. The Parties hereby expressly agree that the determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) Reviewing Accountant shall be final and binding on the parties for purposes of this Section 4.3(f(absent fraud or manifest bad faith by the Reviewing Accountant). Within five The Closing Date Net Assets Amount on the Final Closing Date Balance Sheet as determined by the Buyer (5if not disputed), or as modified (if at all) calendar days after by agreement of the Acquisition Arbitrating Firm delivers to Buyer and the parties Stockholders’ Representative or by decision of the Reviewing Accountant, shall be the “Final Closing Date Net Assets Amount”. Each Party shall bear its written own expenses and the fees and expenses of its own representatives and experts, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the Acquisition Adjustment Final Closing Date Net Assets Amount, and such fees and expenses of the Acquisition Adjustment Amount holders of the Company Shares shall be paid in accordance with paid, if necessary, from the provisions of Section 4.3(e)Net Assets Holdback. The costs costs, expenses and fees of the Acquisition Arbitrating Firm Reviewing Accountant shall be borne oneby the holders of the Company Shares, on the one hand, and the Buyer, on the other hand, based on the percentage which the portion of the contested amount not awarded to such Party bears to the amount actually contested by such Party (and which, in the case of the holders of the Company Shares, shall be paid, if necessary, from the Net Assets Holdback). (d) Within ten (10) days after the Final Closing Date Net Assets Amount has become final and binding on the parties pursuant to Section 2.5(c), the Preliminary Purchase Price will be adjusted as follows (the Preliminary Purchase Price as so adjusted is referred to as the “Purchase Price”): (i) If the Final Closing Date Net Assets Amount is greater than the sum of (A) the Estimated Closing Date Net Assets Amount plus (B) $100,000, the Buyer shall pay to the Stockholders’ Representative (for the benefit of the holders of the Company Common Shares and Company Options), by wire transfer in immediately available funds to the account designated by the Stockholders’ Representative, an amount equal to such excess, which amount will be allocated (after reducing such amount by the fees and expenses incurred by such holders pursuant to the last two sentences of Section 2.5(c) above) among and distributed by the Stockholders’ Representative to the holders of the Company Common Shares and Company Options in proportion to their respective holdings of the Company Common Shares (calculated on an as-half converted basis) as of the Closing. (ii) If the Final Closing Date Net Assets Amount is less than the difference between (A) Estimated Closing Date Net Assets Amount minus (B) $100,000, the Stockholders’ Representative shall pay to the Buyer, by Seller wire transfer in immediately available funds to the accounts designated by the Buyer, an amount equal to such deficit (which shall not be limited to the Net Assets Holdback). (e) Any amounts payable pursuant to this Section 2.5 will bear interest from and one-half including the Closing Date to but excluding the date of payment at the Applicable Rate. (f) The Stockholders’ Representative agrees that it shall retain, and not distribute to its general or limited partners, or to the holders of the Company Common Shares or the Company Options, $3,000,000 of the Preliminary Purchase Price (the “Net Assets Holdback”) until the Final Closing Date Net Assets Amount has become final and binding on the Parties pursuant to Section 2.5(c) and all amounts required to be paid by Buyerthe Stockholders’ Representative or the Buyer pursuant to Section 2.5(d) have been paid in full. The Stockholders’ Representative will pay any Company and Stockholder Transaction Expenses exceeding the estimate thereof from the Net Assets Holdback and/or the Stockholder Holdback.

Purchase Price Adjustment. The Purchase Price shall be adjusted If the Net Operating Margin (as follows: ------------------------- (adefined below) from Plaza for the year ending December 31, 2001 is not at least $581,400, then Seller shall receive a credit pay to Purchaser an amount (the "Adjustment Amount") equal to 37.5 percent of the amount by which $581,400 exceeds the Net Operating Margin for the unapplied portionyear ending December 31, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 2001. For purposes of this Agreement. (b) Buyer , Net Operating Margin shall be given a credit in mean, for the amount equal to year ending December 31, 2001, the financial value (net income for Plaza determined in accordance with generally accepted accounting principles consistently applied("GAAP") of all time adjusted as follows: (a) increased by depreciation and amortization expenses, (b) increased by the amount by which the actual cash received during the period as rental payments exceeds the amount required to be broadcast on accrued under GAAP as straight line rental income or decreased by the Stations on or after amount by which the Closing Date under actual cash received during the trade agreements included periods as part of rental payments is less than the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services amount required to be received on or after the Closing Date accrued under the trade agreements included GAAP as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000).straight line rental income, (c) If consents to reduced by the assignment to Seller of principal amortization on the Real Estate Leases listed on Schedule 4.3(cMortgage Loan (as defined in Section 2 below), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00).and (d) Anything reduced by lender reserves for capital expenditures required by the Mortgage (as defined in Section 2 below). On or before April 1, 2002, management of AmeriVest will provide a written determination of the Net Operating Margin to each of the directors of AmeriVest. At the request of a majority of the disinterested directors of AmeriVest, this Agreement determination of Net Operating Margin shall be submitted to AmeriVest's independent auditors (the "Auditors") for approval. On or before April 26, 2002 (or such later date that the Auditors complete a requested approval and review process), Purchaser shall provide Seller in writing with Purchaser's determination of the Net Operating Margin (the "Determination Notice") in reasonable detail showing the adjustments described in the definition of Net Operating Margin and also stating whether the determination of Net Operating Margin was approved by the Auditors. If the determination of Net Operating Margin was not approved by the Auditors, and Seller objects to the contrary notwithstanding, all operating income and expenses calculation of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing DateNet Operating Margin, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate notify Purchaser of the Acquisition Adjustment Amount as of the Closing Date objection in writing (the "Preliminary Acquisition Adjustment ReportObjection Notice"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar within five business days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as receipt of the Closing DateDetermination Notice. If an agreement is reached Within five business days of receiving the Objection Notice, Purchaser shall submit the determination and objection to the Auditors and request that the Auditors approve the determination or revise the determination within thirty (30) calendar 10 business days after submission to the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount Auditors. A copy of the preliminary Acquisition Adjustment Amount, and if determination or approval of Net Operating Margin by the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer Auditors shall pay be delivered by Purchaser to Seller promptly upon receipt by wire transfer Purchaser. The determination of immediately available funds, within five (5) calendar days after such agreement is reached, Net Operating Margin as approved or revised by the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer Auditors (the “Acquisition Arbitrating Firm"Auditors' Determination") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing be considered as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f)1.3. Within Seller shall deliver to Purchaser the Adjustment Amount within five (5) calendar business days after the Acquisition Arbitrating Firm delivers to the parties its written determination delivery of the Acquisition Adjustment Amount, Determination Notice if no Objection Notice is timely given or within five business days after the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees delivery of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by BuyerAuditors' Determination if the Objection Notice is timely given.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: -------------------------(i) Exhibit M shows: (aA) Seller shall receive a credit for the unapplied portion, unaudited balance sheet of the Business as of January 31, 2004, prepared based on unaudited trial balance information provided by Sellers together with adjustments to reflect the Closing Datetransaction contemplated by this Agreement (which balance sheet, after such adjustments, is referred to as the "Unaudited Transaction Balance Sheet as of 1/31/2004"); and (B) the unaudited balance sheet of the security deposits made Business as of May 1, 2004, prepared based on unaudited trial balance information provided by Seller under those Leases and Contracts Sellers, together with adjustments to reflect the transaction contemplated by this Agreement (which Buyer has agreed balance sheet, after such adjustments, is referred to assume after as the Closing pursuant to Section 2.3 "Unaudited Transaction Balance Sheet as of this Agreement5/1/2004"). (bii) Buyer shall be given a credit in the amount equal Prior to the Cut-Off Date, Sellers shall provide audited financial value (determined statements for the Business for the fiscal year ended January 31, 2004, accompanied by an unqualified opinion of Ernst & Young LLP, to the effect that the audited financial statements present fairly in all material respects the financial position and results of operations of the Business and have been prepared in accordance with generally accepted accounting principles in the United States, consistently applied, together with: (A) adjustments to the audited balance sheet to reflect the transaction contemplated by this Agreement (which adjustments are referred to as "transaction adjustments"); and (B) a summary of all time required the adjustments, other than transaction adjustments, from the trial balance information referred to be broadcast in Section 4(b)(i)(A) to the audited financial statements (which adjustments are referred to as the "audit adjustments") (iii) Within 60 days after the Cut-Off Date, Sellers shall provide an unaudited balance sheet as of the close of business on the Stations on or after Cut-Off Date reflecting the Closing Date under the trade agreements included as part transaction adjustments, of the Contracts for nature of the transaction adjustments set forth in the Unaudited Transaction Balance Sheet as of 5/1/2004, which Seller has received goods will also reflect all audit adjustments as appropriate (the "Unaudited Transaction Balance Sheet as of the Cut-Off Date"). Buyer shall reasonably assist Sellers and services prior their representatives in the preparation of the Unaudited Transaction Balance Sheet as of the Cut-Off Date and shall provide Sellers and their representatives access at all reasonable times to the Closing Date personnel, properties and books and records of the Business for such purpose. (“Buyer’s Trade Credit”iv) To the extent that the net assets, calculated in a manner consistent with the principles, policies and procedures used in preparing Exhibit M ("Net Assets"), and Seller shall be given a credit for reflected in the financial value (determined in accordance with generally accepted accounting principles consistently applied) Unaudited Transaction Balance Sheet as of the goods and services to be received on or after Cut-Off Date exceed the Closing Date under Net Assets reflected in the trade agreements included Unaudited Transaction Balance Sheet as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit 5/1/2004 by more than Twenty$40 million, then the Purchase Price shall be increased by the excess over $40 million. For the avoidance of doubt, "Net Assets" shall not include any Excluded Asset or any Excluded Liability. Notwithstanding anything to the contrary in this Section 4(b), the book value of all assets on the Unaudited Transaction Balance Sheet as of the Cut-Five Thousand Dollars ($25,000)Off Date shall be calculated without giving effect to any depreciation or amortization thereof after May 1, 2004. (cv) To the extent that the Net Assets reflected in the Unaudited Transaction Balance Sheet as of 5/1/2004 exceed the Net Assets reflected in the Unaudited Transaction Balance Sheet as of the Cut-Off Date by more than $40 million, then the Purchase Price shall be decreased by the excess over $40 million. (vi) If consents the Purchase Price is to be increased pursuant to Section 4(b)(iv), then Buyer shall, within five business days after the amount of such increase has been determined, pay Sellers an amount equal to such increase, together with interest thereon at an annual rate equal to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained three-month LIBOR rate in effect as of the Closing Date, calculated on the actual number of days elapsed from the Closing Date to the date of payment divided by 365. If the Purchase Price is to be decreased pursuant to Section 4(b)(v), then Sellers shall, within five business days after the amount of such decrease has been determined, pay Buyer shall be given a creditan amount equal to such decrease, together with interest thereon at an annual rate equal to the three-month LIBOR rate in effect as of the Closing Date, calculated on the actual number of One Million Five Hundred Thousand Dollars days elapsed from the Closing Date to the date of payment divided by 365. ($1,500,000.00vii) Sellers represent that Sellers have not changed accounting policies or procedures, or application thereof, since January 31, 2004, and that the Unaudited Transaction Balance Sheet as of 5/1/2004 is prepared on a basis consistent with the Unaudited Transaction Balance Sheet as of 1/31/2004 (except for adjustments normally reflected only in year-end audited financial statements). (dviii) Anything Sellers covenant that Sellers will not change accounting policies or procedures, or the application thereof, from those reflected in this Agreement the Unaudited Transaction Balance Sheet as of 5/1/2004, and that the Unaudited Transaction Balance Sheet as of the Cut-Off Date will be prepared on a basis consistent with the Unaudited Transaction Balance Sheet as of 5/1/2004 (except for the audit adjustments, as appropriate, and except as otherwise provided in Sections 4(b)(iv) and 7(e)). (ix) If Buyer in good faith objects, by notice in writing to Sellers, to the contrary notwithstanding, all operating income and expenses Net Assets set forth on the Unaudited Transaction Balance Sheet as of the Stations shall be further adjusted and allocated between Seller Cut-Off Date ("Final Net Assets") within 30 days after Sellers' delivery thereof, setting forth in its written objection its determination of Final Net Assets, Sellers and Buyer shall attempt in good faith to the extent necessary to effect the principle that all resolve any such income and expenses attributable to the operation of the Stations on and objections within 30 days after the Closing Date shall be for the account Sellers' receipt of Buyer's objections. Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price may object pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding4(b)(ix) only if, assuming all of Buyer's objections were sustained, the operating income Purchase Price, as adjusted by any adjustments pursuant to which ------------------ Buyer is entitled under this Section 4(b), would be lower than the TBAPurchase Price based on Sellers' determination of Final Net Assets, and Buyer's objections must specify in reasonable detail the operating expenses required nature of any disagreement with Sellers. The only objections that Buyer may make pursuant to be paid by Buyer under this Section 4(b)(ix) are those that relate to: (A) any claimed inconsistencies between the TBAprinciples, shall not be taken into account policies or procedures used in determining the Acquisition Adjustment Amountpreparation of the Unaudited Transaction Balance Sheet as of 5/1/2004 and the principles, policies or procedures used in the preparation of the Unaudited Transaction Balance Sheet as of the Cut-Off Date (except for audit adjustments, as appropriate, and except as otherwise provided in Sections 4(b)(iv) and 7(e)); (B) the application of the audit adjustments; or (C) errors in mathematical computation. (ex) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller If Sellers and Buyer shall -------------------------------------------- have thirty (30) calendar days after are unable to resolve the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached matter within such 30-day period, then they shall jointly appoint a mutually acceptable firm of independent accountants of national reputation that is one of the dispute resolutions so-called "big four" (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such firm) within three business days following the end of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the such 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed itemsperiod. Buyer and Seller Sellers shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of provide such firm's computation of the Acquisition Adjustment Amountaccounting firm full cooperation. The Acquisition Arbitrating Firm Such firm shall be instructed to complete reach its analysis within thirty conclusion regarding the disputes as soon as reasonably possible. Such firm's resolution of the disputes shall be rendered in a written decision determining all disputes and shall be conclusive and binding upon Buyer and Sellers. (30xi) calendar days from the date of its engagement and upon completion to inform the parties The Non-Prevailing Party (as defined below) in writing of any determination by such accounting firm shall pay its own expenses incurred with respect to the submission to such accounting firm and shall pay a percentage of (A) the fees and expenses of such accounting firm plus (B) the reasonable out-of-pocket expenses (including reasonable attorneys' fees) of the other party incurred with respect to the submission, which percentage shall be calculated by dividing (1) an amount equal to the difference between the Non- Prevailing Party's determination of Final Net Assets, as submitted to such accounting firm, and such accounting firm's determination of Final Net Assets by (2) an amount equal to the Acquisition Adjustment Amountdifference between the parties' respective determinations of Final Net Assets, as submitted to such accounting firm. Any determination The other party shall pay the remainder of the fees and expenses of such accounting firm and its own expenses not required to be paid by the Acquisition Arbitrating Firm Non-Prevailing Party hereunder. A party is the "Non-Prevailing Party" if such accounting firm's determination of Final Net Assets is closer to the other party's determination of Final Net Assets, as submitted to such accounting firm, than it is to that party's determination of Final Net Assets, as submitted to such accounting firm. Notwithstanding anything to the contrary in accordance with this Section 4.3(f4(b)(xi), if such accounting firm's determination of Final Net Assets does not result in a Purchase Price that is lower than the Purchase Price would have been based upon Sellers' determination of Final Net Assets (after giving effect to Section 4(b)(iv) or 4(b)(v)), Buyer shall be final pay all of the fees and binding on the parties for purposes expenses of this Section 4.3(f). Within five such accounting firm plus all reasonable out-of-pocket expenses (5including reasonable attorneys' fees) calendar days after the Acquisition Arbitrating Firm delivers of Sellers incurred with respect to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyersubmission.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for The target consolidated net asset value (the unapplied portion, "NAV") of the Company and the Acquired Subsidiaries as of the Closing DateDate is one hundred and thirty-three million four hundred thousand Hong Kong dollars (HK$ 133,400,000) (such target NAV, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement"Target NAV"). (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three At least three (3) business days Business Days prior to the Closing Date, Seller shall provide Buyer with prepare and deliver to Purchaser a statement setting forth a reasonably detailed computation calculation of Seller's reasonable and good faith estimate of (i) the Acquisition Adjustment Amount NAV of the Company and the Acquired Subsidiaries as of the Closing Date (the "Preliminary Acquisition Estimated NAV"), prepared in accordance with (A) the books and records of the Company and the Acquired Subsidiaries, and (B) the accounting principles for NAV set forth in Schedule 3.3 (the "NAV Accounting Principles") and (ii) an adjustment to the Base Purchase Price (such adjustment, the "Estimated Purchase Price Adjustment", and the sum of the Base Purchase Price and the Estimated Purchase Price Adjustment Reportbeing the "Estimated Purchase Price")), which may be positive or negative, equal to the Estimated NAV minus the Target NAV. The purchase price to be paid by Purchaser on the Closing Date pursuant to Section 3.2 will be increased (or decreased by such amount if negative) by the amount of the Estimated Purchase Price Adjustment. (c) Purchaser shall prepare and deliver to Seller, within ninety (90) days following the Closing Date, a statement (the "Closing Statement") setting forth a reasonably detailed calculation of (i) the NAV of the Company and the Acquired Subsidiaries as of the Closing Date (the "Final NAV"), prepared in accordance with (A) the books and records of the Company and the Acquired Subsidiaries and (B) the NAV Accounting Principles, (ii) a reasonably detailed explanation of each variance from the Estimated NAV, (iii) an aggregate adjustment to the Base Purchase Price (such adjustment, the "Final Purchase Price Adjustment", and the sum of the Base Purchase Price and the Final Purchase Price Adjustment being the "Final Purchase Price")), which may be positive or negative, equal to the Final NAV minus the Target NAV, and (iv) a true-up amount (the "True-up Amount"), which may be positive or negative, equal to the Estimated Purchase Price Adjustment minus the Final Purchase Price Adjustment. (d) Seller shall have twenty (20) days from its receipt of the Closing Statement (the "Objection Period") to review the Closing Statement. Purchaser shall grant Seller and its Affiliates and Representatives access at reasonable times and places to all books and records of the Company and the Acquired Subsidiaries that are reasonably requested by Seller in connection with Seller's review of the Closing Statement. Upon the expiration of the Objection Period, Seller shall be deemed to have accepted, and shall be bound by, the Closing Statement and the calculation therein of the Final Purchase Price Adjustment, unless Seller shall have informed Purchaser in writing of its disagreement with the Closing Statement prior to the expiration of the Objection Period (the "Objection"), specifying each disputed item and setting forth in reasonable detail the basis for each such dispute (each, a "Disputed Item"). ThereafterPurchaser shall have twenty (20) days from the date on which it receives the Objection (the date on which such twenty (20) day period ends, the "Response Date") to review and respond to such Objection. If Purchaser and Seller are able to negotiate a mutually agreeable resolution of each Disputed Item, and each signs a certificate to that effect, the Closing Statement and the calculation therein of the Final Purchase Price Adjustment, and, if applicable, the True-up Amount, as adjusted to reflect such resolution, shall be deemed final, non-appealable and binding for purposes of this Agreement. If within twenty (20) days of the Response Date any Disputed Items have not been resolved, Seller and Buyer Purchaser shall -------------------------------------------- have refer such Disputed Items to an accounting expert (the "Accounting Referee"), who shall be a partner in the Hong Kong office of the accounting firm of Ernst & Young (or if unable or unwilling to accept such mandate, an independent accountant to be mutually agreed upon by Seller and Purchaser) and who shall accept its appointment within five (5) days after such referral, to make a final, non-appealable and binding determination as to such remaining Disputed Items pursuant to the terms hereof. If Purchaser and Seller cannot agree on the selection of a partner at an independent accounting firm to act as the Accounting Referee, the parties shall request the ICC to appoint such a partner (who must be an active or recently retired accounting expert with substantial experience with complex financial transactions of the type set forth in this Agreement) and such appointment shall be conclusive and binding on the parties. The Accounting Referee shall be directed to make a determination in accordance with Section 3.3(f) below of the Disputed Items promptly, but no later than thirty (30) calendar days days, after acceptance of its appointment. Seller and Purchaser agree to use their commercially reasonable efforts to effect the selection and appointment of the Accounting Referee pursuant to this Section 3.3(e), including executing an engagement agreement with the Accounting Referee providing for reasonable and customary compensation and other terms of such engagement. Seller and Purchaser shall make readily available to the Accounting Referee all relevant books, records and employees of the Company and the Acquired Subsidiaries that are reasonably requested by the Accounting Referee in connection with the Accounting Referee's review of any Disputed Items; provided that Seller, Purchaser and their respective Affiliates shall not be obligated to provide any information the disclosure of which would jeopardize any professional privilege available to such Person relating to such information or which would cause such Person to breach a confidentiality obligation to which it is bound; and provided further that Seller, Purchaser and their respective Affiliates shall use their best efforts to minimize the effects of any such limitations. (e) If Disputed Items are referred to the Accounting Referee for resolution pursuant to Section 3.3(d) above, the Accounting Referee (i) shall determine only with respect to the Disputed Items submitted whether and to what extent, if any, the Final Purchase Price Adjustment set forth in the Closing Date Statement and, if applicable, the True-up Amount requires adjustment, (ii) shall utilize the NAV Accounting Principles without modification and (iii) shall not assign a value to review any item greater than the Preliminary Acquisition Adjustment Report greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Any finding by the Accounting Referee shall be a reasoned award stating in reasonable detail the findings of fact on which it is based, shall be final, non-appealable and binding upon the related books parties and records shall be the sole and exclusive remedy between the parties regarding the Disputed Items so presented. The fees and expenses of Sellerthe Accounting Referee shall be borne by Seller and Purchaser in the same proportion that the dollar amount of Disputed Items which are not resolved in favor of Seller or Purchaser, as applicable, bears to the total dollar amount of Disputed Items resolved by the Accounting Referee. For illustration purposes only, (A) if the total amount of Disputed Items by Seller is $1,000, and Buyer Seller is awarded $500 by the Accounting Referee, Seller and Purchaser shall bear the Accounting Referee's fees and expenses equally; or (B) if the total amount of Disputed Items by Seller is $1,000, and Seller will in good faith seek to reach agreement on is awarded $250 by the final Acquisition Adjustment Amount as Accounting Referee, Seller shall bear seventy-five percent (75%) and Purchaser shall bear twenty-five percent (25%) of the Closing DateAccounting Referee's fees and expenses. Each of Seller and Purchaser shall bear the fees, costs and expenses of its own accountants and all of its other expenses incurred in connection with matters contemplated by this Section 3.3. (f) If an agreement the True-up Amount is reached within thirty (30) calendar days after the Closing Datea positive number, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer Purchaser such amount in cash. If the True-up Amount is a negative number, then Purchaser shall pay to Seller such amount in cash. Payment of the True-up Amount calculated pursuant to this Section 3.3 shall be made (i) if no Objection is made by Seller during the Objection Period, within five (5) Business Days following the expiration of the Objection Period or (ii) if Seller submits an Objection within the Objection Period, within five (5) Business Days following final resolution of all Disputed Items by the parties or the Accounting Referee. Payment of the True-up Amount shall be made by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge funds to Buyer, then Buyer shall pay to Seller an account designated by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyerreceiving such funds.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more No less than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days five Business Days prior to the Closing Date, Seller shall provide Buyer deliver to Purchaser an unaudited balance sheet of the Company and its Subsidiaries based on the prior month’s ending balance sheet (the “Estimated Closing Date Balance Sheet”), together with Seller’s good faith estimation of the Net Equity as of the anticipated Closing Date (the “Estimated Net Equity”). If, during Seller’s preparation of the Estimated Closing Date Balance Sheet, Seller determines that the Estimated Net Equity is reasonably likely to exceed the Target Net Equity by more than $5,000,000 without giving effect to any cash that has not been distributed out of the Company as a statement result of any paid up capital issues or restrictions, Seller shall deliver, no less than ten Business Days prior to the Closing Date, to Purchaser a draft of the Estimated Closing Date Balance Sheet and a draft of the calculation of the Estimated Net Equity, together with such documents, schedules, analyses, working papers and other materials used by Seller in its preparation of the Estimated Closing Date Balance Sheet and the Estimated Net Equity, and shall cooperate with Purchaser in its review thereof. To the extent that a draft of the Estimated Closing Date Balance Sheet is delivered to Purchaser pursuant to the immediately preceding sentence, in determining such estimates, Seller shall consider in good faith any comments or concerns raised by Purchaser in connection with the draft Estimated Closing Date Balance Sheet and the draft of the calculation of the Estimated Net Equity. The Estimated Closing Date Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the preparation of the Financial Statements as set forth in Section 2.3(a) of the Seller Disclosure Schedule and the Estimated Net Equity shall be calculated using the procedures set forth in Section 2.3(a) of the Seller Disclosure Schedule. The amount to be paid on the Closing Date (the “Estimated Purchase Price”) will be equal to the Purchase Price (i) plus the amount by which the Estimated Net Equity exceeds the Target Net Equity or (ii) minus the amount by which the Target Net Equity exceeds the Estimated Net Equity. (b) As promptly as practicable, and in any event within 60 days after the Closing Date, Seller shall at its expense prepare and deliver to Purchaser an unaudited balance sheet of the Company and its Subsidiaries (the “Closing Date Balance Sheet”) as of the close of business on the Closing Date setting forth a detailed computation of Seller's reasonable and good faith estimate its calculation of the Acquisition Adjustment Amount Net Equity of the Company as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount such Net Equity as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm finally determined in accordance with this Section 4.3(f) Section, the “Final Net Equity”), together with Seller’s final calculation of the Final Purchase Price. The Closing Date Balance Sheet shall be final prepared in accordance with GAAP on a basis consistent with the preparation of the Financial Statements, except as set forth in Section 2.3(a) of the Seller Disclosure Schedule and binding on the parties for Final Net Equity and Final Purchase Price shall be calculated using the procedures and methodologies set forth in Section 2.3(a) of the Seller Disclosure Schedule. For purposes of this Section 4.3(f). Within five (5) calendar days after Agreement, “Final Purchase Price” means the Acquisition Arbitrating Firm delivers to dollar amount resulting from the parties its written determination sum of the Acquisition Adjustment AmountPurchase Price (i) plus the amount by which the Final Net Equity exceeds the Target Net Equity or (ii) minus the amount by which the Target Net Equity exceeds the Final Net Equity, as the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyercase may be.

Purchase Price Adjustment. (a) The Purchase Price is premised upon CEM and CPI having as of the Closing Date and delivering to Buyer an aggregate Working Capital of Zero Dollars ($0) (the “Working Capital Amount”). Accordingly, the Purchase Price shall be adjusted (i) increased by the amount, if any, by which the aggregate Working Capital of CEM and CPI as follows: -------------------------of the Closing Date is greater than the Working Capital Amount, or (ii) decreased by the amount, if any, by which the aggregate Working Capital of CEM and CPI as of the Closing Date is less than the Working Capital Amount. Any such adjustment to the Purchase Price shall be effected in accordance with this Section 3.3 (the “Adjustment”). (ab) Seller agrees to prepare and deliver to Buyer at least five (5) Business Days prior to the Closing Date an unaudited consolidated balance sheet and income statement for each of CEM and CPI reflecting the financial condition of each of CEM and CPI as of the most recent month end prior to the Closing Date, together with a statement setting forth (i) the estimated aggregate Working Capital of CEM and CPI as of the Closing Date and (ii) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 3.3(a), above (the “Initial Closing Statement”). Within sixty (60) days after the Closing Date, Buyer shall receive a credit for prepare and deliver to Seller an unaudited consolidated balance sheet and income statement reflecting the unapplied portion, financial condition of each of CEM and CPI as of the Closing Date, together with a statement setting forth (i) the aggregate Working Capital of CEM and CPI as of the security deposits made by Seller under those Leases Closing Date and Contracts which Buyer has agreed (ii) the Adjustment, if any, pursuant to assume after clauses (i) and (ii) of Section 3.3(a) above (the “Closing Statement”). The Initial Closing Statement and the Closing pursuant to Section 2.3 Statement shall be prepared in a manner consistent with the application of the accounting principles, practices and procedures of the Financial Statements and the provisions of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents the Initial Closing Statement sets forth an aggregate Working Capital of CEM and CPI greater than the Working Capital Amount and a corresponding upward adjustment to the assignment to Seller of Purchase Price, then the Real Estate Leases listed Purchase Price payable on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for increased by an amount equal to such Adjustment. If the account Initial Closing Statement sets forth the aggregate Working Capital of Buyer CEM and all such income CPI less than the Working Capital Amount and expenses attributable a corresponding downward adjustment to the operation of Purchase Price, then the Stations Purchase Price payable on or before the Closing Date shall be for decreased by an amount equal to such Adjustment. If the account aggregate Working Capital of Seller. The net amount of any Adjustments CEM and CPI as set forth on the Closing Statement is different than that included on the Initial Closing Statement, then (i) to the Purchase Price pursuant extent that the Working Capital on the Closing Statement is greater than the Working Capital on the Initial Closing Statement, Buyer shall pay to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement Seller an amount equal to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBAabsolute value of such difference, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (eii) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of extent that the Acquisition Adjustment Amount as of Working Capital on the Closing Date (Statement is less than the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement Working Capital on the final Acquisition Adjustment Amount as of the Initial Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to BuyerStatement, Seller shall pay to Buyer by wire transfer an amount equal to the absolute value of such difference, subject to Section 3.3(d) below. In each case, such payment shall be made in cash in immediately available fundsfunds within twenty (20) days after the date the Closing Statement becomes final under Section 3.3(d). The Purchase Price shall be deemed to be increased or decreased (as the case may be) by the amounts calculated under this Section 3.3(c). The Parties agree that for Income Tax and all other Tax purposes, the Parties shall and shall cause their Affiliates to calculate and timely report such increase or decrease with respect to CPI and CEM on a separate entity basis. The Parties shall promptly agree upon revisions to all of the allocations prepared pursuant to Section 6.9(a) to reflect such increase or decrease, and the Parties shall and shall cause their Affiliates to not take a position on any Tax Return, with any Tax authority, or otherwise that is inconsistent with such calculations and revised allocations, except to the extent specifically required pursuant to this Agreement. (d) Each Party shall make available to the other Party its work papers used to prepare its respective closing statement, and shall cooperate with the other Party in connection with the preparation thereof. Seller shall notify Buyer in writing within twenty (20) days after receipt by Seller of the Closing Statement of any objection to the items set forth therein, which notice shall include a reasonably detailed explanation of the reasons for each objection by Seller (an “Objection Notice”), provided, that the Seller may only object to the items contained in the Closing Statement to the extent any such item was not prepared in accordance with this Agreement or contains mathematical errors. Any item not so objected to by Seller shall be conclusively deemed to have been approved by Seller and shall be conclusive and binding upon the Parties. If the Parties are unable to resolve such dispute within thirty (30) days after the date of receipt by Seller of the Closing Statement, then Buyer and Seller shall agree upon and designate an Independent Accounting Firm (the “Designated Independent Accounting Firm”) and the Designated Independent Accounting Firm shall, within fifteen (15) days of its appointment, make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. If Buyer and Seller are unable to agree upon a Designated Independent Accounting Firm, then each of the Buyer and Seller shall designate one Independent Accounting Firm and the two Independent Accounting Firms so selected shall, within ten (10) days after the date on which the later of the two Independent Accounting Firms are appointed, appoint a third Independent Accounting Firm (the “Third Independent Accounting Firm”) and the Third Independent Accounting firm shall, within fifteen (15) days of its appointment, make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. The Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, shall act on the following basis: such Independent Accounting Firm shall act as an expert and not as an arbitrator; its terms of reference shall be to determine the appropriate Adjustment within fifteen (15) days of its appointment, having strict regard to the application of the terms of this Agreement to the same (and, for the avoidance of doubt, disregarding other means of calculating the same, to the extent that such means are inconsistent with or not provided for in this Agreement); Buyer and Seller shall each provide such Independent Accounting Firm with all such information as it reasonably requires and the Independent Accounting Firm shall base its decision solely on such written submissions by Buyer and Seller and their respective representatives; such Independent Accounting Firm shall not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence and it may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. The final written determination of such Independent Accounting Firm shall (in the absence of fraud or manifest error) be conclusive and binding on the Parties. The Independent Accounting Firms shall not have the power to amend or modify any terms of this Agreement. The costs of the Independent Accounting Firms shall be borne pro rata by Seller and Buyer in proportion to the difference between the Designated Independent Accounting Firm’s or the Third Independent Accounting Firm’s, as the case may be, final determination of any Adjustment amount and each of Buyer’s and Seller’s determination of such Adjustment amount. For example, if Buyer calculated an Adjustment amount of $100,000, Seller calculated an Adjustment amount of $50,000 and the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, calculated an Adjustment amount of $60,000, Buyer would pay that portion of the Independent Accounting Firms’ fees determined by dividing $40,000 ($100,000 - $60,000) by $50,000 ($100,000 - $50,000) (i.e., 80%) and Seller would pay the remaining 20% of such fees. (e) Any disputed amounts or any amounts not paid within five (5) calendar days after such agreement is reachedof when due and owing, plus interest thereon at the amount of Default Interest Rate which shall have accrued from the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from due date until the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amountpayment, the Acquisition Adjustment Amount shall be paid in accordance with Section 3.3(c) above within ten (10) days after the provisions date the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, provides to both Parties its final written determination pursuant to Section 3(d) above. In addition, any amount not paid within ten (10) days of when due if not disputed in accordance with Section 4.3(e). The costs and fees 3.3(d) above shall accrue interest at the Default Interest Rate. (f) Each of the Acquisition Arbitrating Firm shall be borne one-half by Seller Parties agrees and one-half by Buyerundertakes to the other to provide all reasonable access, necessary data and information, and to assist in the calculations referred to in this Section 3.3.

Purchase Price Adjustment. 2.5.1. Estimated Balance Sheet and Estimated Closing Statement. The Purchase Price shall Company will in good faith prepare and deliver, or cause to be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portionprepared and delivered, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall Buyer not exceed Buyer’s Trade Credit by more later than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three three (3) business days Business Days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate (a) an estimated consolidated balance sheet of the Acquisition Adjustment Amount Company (the “Estimated Closing Balance Sheet”) as of the Closing Date Balance Sheet Time, and (b) a written statement (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30“Estimated Closing Statement”) calendar days after setting forth in reasonable detail the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in Company’s good faith seek to reach agreement estimates of (i) Transaction Expenses (listed by payee) (the “Estimated Transaction Expenses”), (ii) Transaction Bonus Payments (listed by payee) (the “Estimated Transaction Bonus Payments”), (iii) Company Indebtedness (the “Estimated Company Indebtedness”), (iv) Working Capital (the “Estimated Working Capital Amount”) and (v) Cash on Hand (the final Acquisition Adjustment Amount “Estimated Cash on Hand Amount”), in the case of clauses (iv) and (v), as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm Balance Sheet Time as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days derived from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid Estimated Closing Balance Sheet in accordance with the provisions of Section 4.3(e)Accounting Principles. The costs Estimated Closing Balance Sheet, Estimated Transaction Bonus Payments, Estimated Transaction Expenses, Estimated Company Indebtedness, Estimated Working Capital Amount and fees Estimated Cash on Hand Amount set forth in the Estimated Closing Statement (x) will be prepared in accordance with the definitions thereof and, solely in the case of the Acquisition Arbitrating Firm shall Estimated Closing Balance Sheet, Estimated Company Indebtedness, Estimated Working Capital Amount and Estimated Cash on Hand Amount, the Accounting Principles in a manner and on a basis consistent with the preparation of the sample balance sheet attached as Schedule 2.5.1(a) hereto (which, solely for illustration purposes, assumes the Closing occurred on December 31, 2015) and (y) will solely be borne one-half based on facts and circumstances as they exist prior to Closing and disregard any and all effects on the assets and liabilities of the Company as a result of the Contemplated Transactions (including any financing arrangements entered into by Seller and one-half by Buyerthe Buyer or any of its Affiliates in connection with the Contemplated Transactions).

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of No later than 45 days after the Closing Date, Seller shall deliver to Buyer a balance sheet of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after Acquired Business at the Closing pursuant to Section 2.3 of this Agreement. Date (b) Buyer the "Closing Balance Sheet"). The Closing Balance Sheet shall be given a credit in the amount equal to the financial value (determined prepared in accordance with generally accepted accounting principles consistently appliedon a basis consistent with the Acquired Business Financial Statements (as defined below), except that the Closing Balance Sheet will not include (i) any liabilities or reserves in respect of Continuing Claims (as defined below), (ii) will reflect all film contracts as long term assets and all film contract payables as long term liabilities and (iii) will not reflect as current liabilities the severance obligations for Employees referenced in Section 6.6(a) below. To the extent that the net working capital (current assets less current liabilities) of all time required to be broadcast the Acquired Business as shown on the Stations on Closing Balance Sheet is more or after less than the amount estimated by the chief financial officer of Seller as the net working capital as of the Closing Date under pursuant to Section 7.2(c), Buyer shall pay to Seller, or Seller shall pay to Buyer, the trade agreements included as part amount of such excess or shortfall, respectively, by wire transfer of immediately available funds within five days of the Contracts for which Seller has received goods and services prior earlier to occur of (i) acceptance by Buyer or (ii) the Neutral Auditors' determination. (b) After receipt of the Closing Date (“Buyer’s Trade Credit”)Balance Sheet, Buyer shall have 20 days to review the Closing Balance Sheet, together with the workpapers used in the preparation thereof. Representatives of Buyer and Seller shall be given a credit for access to all work papers, books, records and other information related to the financial value (determined preparation of the Closing Balance Sheet to the extent required to complete their review of the Closing Balance Sheet. Buyer may dispute items reflected on the Closing Date Balance Sheet only on the basis that such amounts were not arrived at in accordance with generally accepted the consistent application of accounting principles consistently applied) used in the preparation of the goods and services Acquired Business Financial Statements. Unless Buyer delivers written notice to be received Seller on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the 20th day after Buyer's receipt of the Closing Date Balance Sheet specifying in reasonable detail all disputed items and the basis therefor, Buyer shall be deemed to have accepted and agreed to the Closing Balance Sheet. If Buyer so notifies Seller of its objection to the Closing Balance Sheet, Buyer and Seller shall, within 30 days following such notice (“Seller’s Trade Credit”the "Resolution Period"), providedattempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)binding and conclusive. (c) If consents to at the assignment to Seller conclusion of the Real Estate Leases listed on Schedule 4.3(c)Resolution Period there remain amounts in dispute pursuant to paragraph (b) of this Section 1.3, have not ----------------- been obtained as of the Closing Date, Buyer then all amounts remaining in dispute shall be given submitted to a credit, as firm of nationally recognized independent public accountants who shall not have had a material relationship with Buyer or Seller within the Closing Date, of One Million Five Hundred Thousand Dollars past two years ($1,500,000.00). (dthe "Neutral Auditors") Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations who shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account selected by mutual agreement of Buyer and all such income Seller within 10 days after the expiration of the Resolution Period. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses attributable relating to the operation of work, if any, to be performed by the Stations on or before the Closing Date Neutral Auditors shall be for the account of borne equally by Buyer and Seller. The net amount of any Adjustments Neutral Auditors shall act as an arbitrator to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstandingdetermine, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid based solely on presentations by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and not by independent review or audit, only those issues still in dispute. The Neutral Auditors' determination shall be made within 30 days of their selection, shall be set forth in a written statement delivered to Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement final, binding and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyerconclusive.

Purchase Price Adjustment. The Purchase Price shall be adjusted 1.6.1 As soon as follows: ------------------------- practicable, but in no event more than one hundred eighty (a180) Seller shall receive a credit for the unapplied portion, as of days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to the Seller: (a) the balance sheet of the security deposits Buyer solely with respect to the Purchased Assets and Purchased Shares, prepared on an accrual basis, as of 12:01 AM on the Closing Balance Sheet Date in accordance with GAAP (the “Closing Balance Sheet”); and (b) a certificate substantially in the form of Exhibit E executed by Buyer’s Chief Financial Officer (the “Final Closing Statement”) which sets forth on the Closing Balance Sheet the Actual Net Working Capital solely with respect to the Purchased Assets and Purchased Shares. 1.6.2 The Seller and their accountants shall complete their review of the Closing Balance Sheet and the Final Closing Statement within thirty (30) days after delivery thereof by Buyer. During such review period, Buyer shall provide the Seller with access to all books and records and any work papers used by Buyer to prepare the Closing Balance Sheet and the Final Closing Statement and to Buyer’s personnel involved in preparing the Closing Balance Sheet and the Final Closing Statement, as reasonably requested by the Seller to review the Closing Balance Sheet and the Final Closing Statement. If the Seller objects to the Closing Balance Sheet or the Final Closing Statement for any reason, the Seller shall, on or before the last day of such thirty (30) day period, so inform Buyer in writing (a “Seller’s Objection”), setting forth (i) each item and amount, along with a specific description of the basis of each of the Seller individual adjustments and the adjustments to the Closing Balance Sheet or the Final Closing Statement that the Seller should be made and (ii) on the basis thereof, the Seller’s calculation of the Cash Purchase Price. Those balances in which there are no objection items specifically identified on the Seller’s Objection received by Buyer on or before the last day of such thirty (30) day period shall be deemed agreed, final and binding on the parties in the absence of fraud or willful misconduct by the Seller under those Leases or the Buyer with respect to the Company’s operations or the preparation of the Company’s financial statements, books or records. If a Seller’s Objection is not received by Buyer on or before the last day of such thirty (30) day period, all items described on the Closing Balance Sheet and Contracts which the Final Closing Statement delivered by Buyer to the Seller shall be deemed agreed, final and binding on the parties in the absence of fraud or willful misconduct by the Seller or the Buyer with respect to the Company’s operations or the preparation of the Company’s financial statements, books or records. Buyer shall be permitted to review the supporting schedules, analyses, work papers and other documentation with respect to the Seller’s Objections. If Seller or Buyer claims that the Seller or Buyer has agreed failed to assume after comply with his obligations under this Section 1.6.2 to provide access to supporting schedules, analyses, work papers and other documentation, the Closing Seller or Buyer, as applicable, may initiate the appointment of the CPA Firm pursuant to Section 2.3 1.6.3. The CPA Firm shall have the authority to determine if the Seller or Buyer, as applicable, has complied with the obligations to provide access and to order the Seller or Buyer, respectively to comply with any such obligations. 1.6.3 If the Seller timely delivers a Seller’s Objection to Buyer and the Seller and Buyer are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in the Seller’s Objection within thirty (30) days following Buyer’s receipt of the Seller’s Objection, then they shall, within five (5) days thereafter, jointly retain the CPA Firm; provided that if the CPA Firm is unable to serve as the CPA Firm for any reason whatsoever, including for reasons of conflict of interest, the Seller and Buyer shall, within five (5) days thereafter, jointly retain another accounting firm mutually acceptable to them to act as the CPA Firm for purposes of this Agreement; and the Seller and Buyer cannot agree on such mutually acceptable CPA Firm, a CPA Firm shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association), which shall determine, on the basis set forth in and in accordance with this Section 1.6, and only with respect to those items in the Seller’s Objection on which Buyer and the Seller have not agreed, whether and to what extent, if any, the Cash Purchase Price requires adjustment pursuant to this Section 1.6. Buyer and the Seller shall instruct the CPA Firm to deliver its written determination to Buyer and the Seller in accordance with Exhibit F; provided that any delay in delivering such determination or failure by the CPA Firm to follow such procedures shall not invalidate the award or otherwise deprive the CPA Firm of jurisdiction. Buyer and the Seller and/or their respective agents will execute and deliver any engagement letter reasonably requested by the CPA Firm and cooperate with the CPA Firm during its resolution of any disagreements included in the Seller’s Objection. At the time of retention of the CPA Firm, the Seller and Buyer shall proceed in accordance with the provisions set forth on Exhibit F. In resolving any disputed item, the CPA Firm may not assign a value to any disputed item that is greater than the greatest value claimed for the item by either Seller or Buyer in its Initial Report (as defined in Exhibit F) or, if applicable, its Rebuttal Report (as defined in Exhibit F) or less than the smallest value claimed for the item by either Seller or Buyer in its Initial Report or, if applicable, its Rebuttal Report. The scope of the disputes to be resolved by the CPA Firm is limited to whether the preparation of the Closing Balance Sheet and the calculation of the Actual Net Working Capital were done accurately and on an accrual basis in a manner consistent with GAAP and otherwise in accordance with this Section 1.6, and the CPA Firm is not to make any other determination unless jointly requested in writing by the Seller and Buyer. Notwithstanding anything to the contrary in this Agreement, any disputes regarding the Closing Balance Sheet and the calculation of the Actual Net Working Capital shall be resolved solely and exclusively as set forth in this Section 1.6 in the absence of fraud or willful misconduct by the Buyer or the Seller with respect to the Company’s operations or the preparation of the Company’s financial statements, books or records. The findings and determinations of the CPA Firm as set forth in its written report shall be deemed final, conclusive and binding upon the parties and shall not be subject to collateral attack for any reason in the absence of fraud or willful misconduct of the Buyer or the Seller with respect to the Company’s operations or the preparation of the Company’s financial statements, books or records. The Seller and Buyer shall be entitled to have a judgment entered on such written report in any court of competent jurisdiction. The fees, expenses and other charges or disbursements of or reimbursements to the CPA Firm and the reasonable attorneys’ fees and expenses of the parties relating to the disputes submitted to the CPA Firm (collectively, the “Purchase Price Dispute Expenses”) shall be borne (a) by the Seller in that proportion equal to a fraction (expressed as a percentage) the numerator of which is equal to the aggregate dollar amount of the disputed items that are unsuccessfully disputed by the Seller (as finally determined by the CPA Firm) and the denominator of which is equal to the aggregate dollar amount of all disputed items and (B) by Buyer, in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by the Seller (as finally determined by the CPA Firm) bears to the aggregate dollar amount of all disputed items. For example, if the parties dispute $10,000 of a proposed adjustment to be paid by the Seller, the CPA Firm determines that such adjustment should be $6,000 and the Purchase Price Dispute Expenses are $1,000, then (A) Buyer shall pay $400 (40%) of the Purchase Price Dispute Expenses and (B) the Seller pay $600 (60%) of the Purchase Price Dispute Expenses. Buyer, the Seller and the Seller Owner shall cooperate with the CPA Firm during its resolution of the disagreement and make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective external accountants, to the extent permitted by such external accountants) relating to the Closing Balance Sheet, the Final Closing Statement and the Seller’s Objection and all other items reasonably requested by the CPA Firm in connection therewith. If the Seller or Seller Owner does not cooperate with the CPA Firm in resolving the dispute or fails to comply with any dispute resolution procedures set forth herein, then all items described on the Closing Balance Sheet and the Final Closing Statement as delivered by Buyer to the Seller shall be deemed agreed, final and binding on the parties. 1.6.4 The Closing Balance Sheet and the Actual Net Working Capital, as agreed to (or deemed to have been agreed to) between Buyer and the Seller or as determined by the CPA Firm, as applicable, shall be conclusive and binding on all of the parties hereto and shall be deemed the “Final Closing Balance Sheet,” and the “Final Net Working Capital,” respectively, for all purposes of this Agreement. (ba) Buyer Upon completion of the calculation of the Final Closing Balance Sheet and the Final Net Working Capital in accordance with this Section 1.6 (such date of completion, the “Settlement Date”), the Cash Purchase Price shall be given a credit in recalculated (the “Final Cash Purchase Price”) using the Final Net Working Capital (rather than the Estimated Net Working Capital) and the following adjustments shall be made (the “Purchase Price Adjustment”): (i) If the Final Cash Purchase Price exceeds the Cash Purchase Price calculated pursuant to Section 1.4.1, then within two (2) Business Days after the Settlement Date an amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to such difference shall be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior paid to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. (ii) If the Final Cash Purchase Price is less than the Cash Purchase Price calculated pursuant to Section 1.4.1, then within five two (52) calendar days Business Days after the Settlement Date an amount equal to such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge difference shall be paid to Buyer, then Buyer shall pay to by the Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall applyfunds to an account designated by Buyer in writing. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller Not later than 5:00 p.m. Nashville time on September 18, 2000, the parties shall receive a credit for agree on the unapplied portionapproximate amount of the Purchase Price Increase (as hereinafter defined) or the Purchase Price Reduction (as hereinafter defined), as the case may be. Such estimated amount is hereinafter referred to as the "Estimated Purchase Price Increase" or the "Estimated Purchase Price Reduction," as the case may be. If Purchaser and Sellers are unable to reach an agreement regarding the Estimated Purchase Price Increase or Reduction, as the case may be, Purchaser and Sellers agree that the Closing shall nevertheless occur and that Purchaser shall pay to Seller an amount equal to $6,250,000 U.S. Dollars, plus the amount of the Closing Date, Purchase Price Increase estimated by Purchaser or less the amount of the security deposits made Purchase Price Reduction estimated by Seller under those Leases Purchaser, as the case may be, and Contracts Purchaser shall place in escrow an amount of money equal to the difference between the amount estimated by Sellers and the amount estimated by Purchaser (which Buyer has agreed to assume after deposit shall constitute partial payment of the Closing pursuant to Section 2.3 of this AgreementPurchase Price). (b) Buyer shall be given As promptly as practical following the Closing Date, Sellers will provide to Purchaser a credit schedule (the "Preliminary Purchase Price Adjustment Schedule") setting forth the following valuations as of the close of business on the day prior to the Closing Date: (i) the total collections by the Division with respect to services not yet performed or products not yet delivered by the Division (the "Pre-Billed Amounts"); (ii) the revenue attributable to customer contracts with respect to which invoices have not been sent (the "Work-in-Process Amount"); (iii) the pro rata share of the amounts previously paid by Sellers with respect to real property taxes and assessments, leases with respect to leased real and personal property, utilities, service and maintenance contracts and other contracts included in the amount equal Assets, to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required extent that the same relate to be broadcast on the Stations on or periods after the Closing Date under and any security deposits with respect to leased property (the trade agreements included as part "Apportioned Amounts"); (iv) the estimated amount of the Contracts for which Seller has received goods and services accounts payable of the Division as of the close of business on the day prior to the Closing Date (“Buyer’s Trade Credit”the "Retained A/P Amount"), ; and Seller shall be given a credit for (v) the financial estimated net book value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received Inventory on or after the Closing Date under the trade agreements included hand as part of the Contracts for which Seller has broadcast time close of business on the Stations day prior to the Closing Date calculated in accordance with the procedures set forth in Schedule 2.2(b) (“Seller’s Trade Credit”the "Inventory Valuation"). The excess, providedif any, thatof (i) the sum of the Pre-Billed Amounts, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars the Retained A/P Amount, the fee payable to Purchaser pursuant to Section 3.1 of that certain Accounts Receivable and Payable Management Agreement ($25,000)175,000) (the "Upfront Collection Fee") and the amount attributable to unpaid software license fees ($82,500) (the "License Fee Amount") over (ii) the sum of the Work-in-Process Amount, the Apportioned Amounts and the Inventory Valuation shall constitute a "Purchase Price Reduction." The excess, if any, of (i) the sum of the Work-in-Process Amount, the Apportioned Amounts and the Inventory Valuation over (ii) the sum of the Pre-Billed Amount, the Retained A/P Amount, the Upfront Collection Fee and the License Fee Amount shall constitute a "Purchase Price Increase." (c) If consents Sellers shall deliver the Preliminary Purchase Price Adjustment Schedule to the assignment to Seller Purchasers as promptly as practical after Closing. Purchaser shall have 20 calendar days following receipt of the Real Estate Leases listed on Preliminary Purchase Price Adjustment Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement during which to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount notify Sellers of any Adjustments to dispute of any item contained in the Preliminary Purchase Price pursuant to this Section 4.3 Adjustment Schedule, which notice shall be hereinafter referred to as set forth in reasonable detail the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report")basis for such dispute. Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after During such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 3020-day period, then the dispute resolutions of Section 4.3(f) Sellers shall apply. (f) If Seller give the Purchaser and Buyer do notits accountants access on reasonable notice to all books, within the 30-day period specified in Section 4.3(e)records, reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records personnel and work papers relevant of the Sellers that relate to the preparation of the Preliminary Purchase Price Adjustment Schedule. If the Purchaser does not notify the Sellers of any dispute within such firm's computation of 20 calendar-day period, the Acquisition Preliminary Purchase Price Adjustment AmountSchedule shall be deemed to be the "Final Purchase Price Adjustment Schedule". The Acquisition Arbitrating Firm Purchaser and the Sellers shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, the Final Purchase Price Adjustment Schedule shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm prepared in accordance with this Section 4.3(fthe agreement of the Purchaser and the Sellers. If the Purchaser and the Sellers are unable to resolve any dispute regarding the Preliminary Purchase Price Adjustment Schedule within 15 calendar days (or such longer period as the Purchaser and the Sellers shall mutually agree in writing) of notice of a dispute, the Purchaser and the Sellers shall engage a mutually agreeable "Big 5" accounting firm, other than Ernst & Young LLP (the "Arbitrator") to determine the Final Purchase Price Adjustment Schedule and such determination shall be final and binding on the parties. If the parties for purposes are unable to agree upon an accounting firm to serve as the Arbitrator, a representative of this Section 4.3(f)Ernst & Young LLP selected by Purchaser and a representative of the Sellers' independent accounting firm selected by Sellers shall select a "Big 5" accounting firm (other than themselves) to be such Arbitrator. The Arbitrator shall use commercially reasonable efforts to complete its work within 30 calendar days of its engagement. The expenses of the Arbitrator shall be shared equally by Purchaser and Sellers. (d) Within five business days after the determination of the Final Purchase Price Adjustment Schedule, and absent any dispute regarding the Estimated Purchase Price Increase or Reduction, as the case may be, Purchaser shall pay Sellers an amount equal to (x) the amount by which the Purchase Price Increase as set forth on the Final Purchase Price Adjustment Schedule exceeds the Estimated Purchase Price Increase or (y) the amount by which the Estimated Purchase Price Reduction exceeds the Purchase Price Reduction set forth on the Final Purchase Price Adjustment Schedule, or Sellers shall pay Purchaser an amount equal to (x) the amount by which the Estimated Purchase Price Increase exceeds the Purchase Price Increase shown on the Final Purchase Price Adjustment Schedule or (y) the amount by which the Purchase Price Reduction as set forth on the Final Purchase Price Adjustment Schedule exceeds the Estimated Purchase Price Reduction. In the event a dispute regarding the Estimated Purchase Price results in a deposit of funds into escrow, then within five (5) calendar business days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Final Purchase Price Adjustment AmountSchedule, the Acquisition Purchaser or the Sellers shall pay the other the amount determined as follows: (A) (i) if the Purchase Price Increase set forth on the Final Purchase Price Adjustment Amount Schedule exceeds the amount estimated by Purchaser; (ii) if the amount of the Purchase Price Reduction estimated by Purchaser exceeds the amount of the Purchase Price Reduction set forth on the Final Purchase Price Adjustment Schedule; or (iii) if Purchaser estimated a Purchase Price Reduction and the Final Purchase Price Adjustment Schedule sets forth a Purchase Price Increase, Purchaser shall pay Sellers (which payment may be made in whole or in part by the disbursement of the amount placed in escrow to Sellers, with any remainder being returned to Purchaser) an amount equal to the excess of (x) the Purchase Price Increase set forth on the Final Purchase Price Adjustment Schedule over the amount of the Purchase Price Increase or Purchase Price Reduction, as the case may be, estimated by Purchaser or (y) the Purchase Price Reduction estimated by Seller over the Purchase Price Reduction set forth on the Final Purchase Price Adjustment Schedule; or (B) (i) if the Purchase Price Reduction set forth on the Final Purchase Price Adjustment Schedule exceeds the amount estimated by Purchaser; (ii) if the Purchase Price Increase estimated by Purchaser exceeds the Purchase Price Increase set forth on the Final Purchase Price Adjustment Schedule; or (iii) if Purchaser estimated a Purchase Price Increase and the Final Purchase Price Adjustment Schedule sets forth a Purchase Price Reduction, the amount placed in escrow shall be paid in accordance with to Purchaser and Sellers shall pay Purchaser an amount equal to the provisions excess of Section 4.3(e). The costs and fees (x) the Purchase Price Reduction set forth on the Final Purchase Price Adjustment Schedule over the amount of the Acquisition Arbitrating Firm Purchase Price Increase or Reduction, as the case may be, estimated by Purchaser or (y) the Purchase Price Increase set forth on the Final Purchase Price Adjustment Schedule; and (C) Interest on the amount placed in escrow shall be borne one-half by Seller and one-half by Buyerdisbursed to Purchaser or Sellers in proportion to the respective amounts disbursed to them.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive In order finally to determine the Purchase Price, the Closing Payment will be increased or decreased, as the case may be, by the amount, if any, by which the Adjustment Amount and Indebtedness, each as finally determined in accordance with this Section 1.3, differ (on a credit for combined basis) from the unapplied portionamounts thereof reflected in the Estimated Purchase Price Adjustment Amount. For purposes of this Agreement, (x) the adjustment referred to in the immediately preceding sentence will be finally calculated on a net basis and (y) all determinations of the actual amounts thereof (the "Actual Purchase Price Adjustment Amount") will be determined by reference to the amounts thereof required to be shown, with respect to Indebtedness, on a consolidated balance sheet as of the Closing Date, opening of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after business on the Closing pursuant Date and, with respect to Net Cash Flow, on a consolidated statement of cash flows for the period from and including November 2, 1997 through the opening of business on the Closing Date (collectively, the "Closing Statement"), each on a basis consistent with, and using the same accounting principles, policies, practices and procedures used in preparing, the Financial Statements and in accordance with Schedule 1.2 and Section 2.3 of this Agreement1.2(a). (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) Within 60 calendar days after the Closing Date, then Purchaser will in good faith prepare and deliver, or cause to be prepared and delivered, to Seller a Closing Statement setting forth Purchaser's determination of the Actual Purchase Price Adjustment Amount. The parties and their respective authorized representatives will be entitled to review, during normal business hours, the books, records and work papers of the Company to prepare or review, as the case may be, the Closing Statement and to determine the Actual Purchase Price Adjustment Amount. Without limiting the generality or effect of any other provision hereof, (i) the parties will provide the other parties and their authorized representatives access, during normal business hours, to the facilities, personnel and accounting and other records of the Company and the parties, as the case may be, to the extent reasonably determined by such other parties to be necessary to permit Purchaser to prepare or have prepared the Closing Statement and to compute the Actual Purchase Price Adjustment Amounts as herein provided and to permit Seller to review such Closing Statement and computation (including, if requested by Seller, such access as may be necessary or appropriate to permit Xxxxxx Xxxxxxxx L.L.P. ("AA") to perform an audit of Net Cash Flow); provided, however, that the Acquisition parties will conduct any such review in a manner that does not unreasonably interfere with the conduct of any other party's business, and (ii) Seller will take such actions as may be reasonably requested by Purchaser to close, or to assist Purchaser in closing, as of the opening of business on the Closing Date, or as of the Closing, as the case may be, the books and accounting records of the Company and otherwise reasonably to cooperate with Purchaser and its representatives in the preparation of the Closing Statement. Concurrently with the delivery of the Closing Statement, Seller will use its reasonable efforts to cause AA to provide Purchaser access to any of such firm's workpapers, trial balances and similar materials prepared in connection with such firm's audits or reviews of any of the Financial Statements (the "Workpapers"). (c) If, within 45 calendar days after the date of Purchaser's delivery of its computation of the Actual Purchase Price Adjustment Amount, Seller determines in good faith that such computations are inaccurate, Seller will give written notice to Purchaser within such 45 calendar day period (i) setting forth Seller's computation of Actual Purchase Price Adjustment Amount reflected and (ii) specifying in reasonable detail Seller's basis for its disagreement with Purchaser's computations. The failure by Seller so to express its disagreement or provide such specification within such 45 calendar day period will constitute Seller's acceptance of Purchaser's computation of the Actual Purchase Price Adjustment Amounts. If Purchaser and Seller are unable to resolve any disagreement between them within ten calendar days after the giving of notice of such disagreement, the items in dispute will be referred for determination to KPMG Peat Marwick LLP (the "Accountants") as promptly as practicable. The Accountants will make a determination as to each of the items in dispute, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (C) made in accordance with this Agreement, and (D) conclusive and binding upon each of the parties hereto. In connection with their determination of the disputed items, the Accountants will be entitled to rely on the Preliminary Acquisition Workpapers and the Company's books and records, and the fees and expenses of the Accountants will be shared equally by Purchaser and Seller (except as provided below). Purchaser and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. If the determination of the Accountants represents an outcome more favorable to either Purchaser or Seller than the midpoint of such parties' last written settlement offers related to all items in dispute, in the aggregate, submitted to the other party at least two calendar days before the referral of the matter to the Accountants (each a "Last Offer"), then the party obtaining such favorable result will be deemed the "Prevailing Party" and the other party will be deemed the "Non-Prevailing Party". For purposes hereof, all of the fees and expenses of the Accountants, will be borne by the Non-Prevailing Party. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement offer (other than the Last Offer) made by any party. (d) To the extent that the Actual Purchase Price Adjustment Report Amount, determined as provided in this Section 1.3 is a credit to Buyermore or less than the Estimated Purchase Price Adjustment Amount, Seller shall pay or Purchaser, as applicable, will, within ten calendar days after the final determination of the Actual Purchase Price Adjustment Amount, calculated on a net basis, pursuant to Buyer this Section 1.3, make or, in the case of Purchaser, cause to be made payment by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, funds of the amount of such difference, together with interest thereon from the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge Closing Date to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement payment (at a rate equal to The Chase Manhattan Bank's prime rate, as publicly announced and upon completion in effect from time to inform time during such period, plus 2.0%, calculated on the parties in writing of its own determination basis of the Acquisition Adjustment Amount. Any determination actual number of days elapsed over 365), to such account as has been designated by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment AmountPurchaser or Seller, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyeras applicable.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for On the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days fifth Business Day prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and will prepare in good faith and deliver to Buyer an unaudited pro forma balance sheet of the Commodities Business as of the last day of the calendar month preceding the date of such preparation (the “Estimated Closing Balance Sheet”). The Estimated Closing Balance Sheet will (i) be prepared from the Documents of the Commodities Business, in accordance with U.S. GAAP (except as otherwise set forth in the Agreed Adjustments) and the Agreed Adjustments, applied consistently with the methodology employed in the preparation of the pro forma balance sheet of the Commodities Business as of December 31, 2010 set forth on Section 2.6(a) of the Seller Disclosure Letter (the “Reference Balance Sheet”), and (ii) set forth an estimate of the Acquisition Adjustment Amount Net Book Value of the Commodities Business derived from the Estimated Closing Balance Sheet (the “Estimated Net Book Value.”) (b) As soon as reasonably practicable, but in no event more than 90 days following the Closing, Buyer will prepare in good faith and deliver to Seller an unaudited pro forma balance sheet of the Commodities Business as of the Closing Date (the "Preliminary Acquisition Adjustment Report"“Closing Balance Sheet”). ThereafterThe Closing Balance Sheet will (i) be prepared from the Documents of the Commodities Business, in accordance with U.S. GAAP (except as otherwise set forth in the Agreed Adjustments) and the Agreed Adjustments, applied consistently with the methodology employed in the preparation of the Reference Balance Sheet, and (ii) set forth the Net Book Value of the Commodities Business derived from the Closing Balance Sheet (the “Closing Net Book Value”). In the event Seller has any objection either to the Closing Balance Sheet or the Closing Net Book Value, Seller and shall deliver to Buyer shall -------------------------------------------- have thirty (30) calendar within 30 days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as delivery of the Closing DateBalance Sheet by Buyer to Seller a written objection (“Seller’s Objection”) setting forth a specific description of the basis of Seller’s objection and the adjustments to the Closing Balance Sheet and Closing Net Book Value Seller believes should be made. If an agreement no Seller’s Objection is reached received within thirty (30) calendar 30 days after delivery of the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reachedBalance Sheet, the amount of Closing Balance Sheet and the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) Closing Net Book Value shall be final and binding on the parties for purposes parties. Buyer shall have 15 days from its receipt of this Seller’s Objection to respond in writing. If Buyer does not respond within 15 days after delivery of Seller’s Objection, the adjustments set forth in Seller’s Objection shall be final and binding. (c) If Seller and Buyer are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in the Seller’s Objection within 15 days of Buyer’s receipt of the Seller’s Objection, they shall refer any remaining disagreements to the Balance Sheet Auditor, who, acting as an expert and not as an arbitrator, shall determine, on the basis set forth in Section 4.3(f2.6(b), and only with respect to the remaining differences so submitted, whether the Closing Balance Sheet and the Closing Net Book Value require adjustment. Within five (5) calendar Buyer and Seller shall instruct the Balance Sheet Auditor to deliver its written determination to Buyer and Seller no later than 30 days after the Acquisition Arbitrating Firm delivers remaining differences underlying the Seller’s Objection are referred to the parties its written Balance Sheet Auditor. The Balance Sheet Auditor’s determination shall be conclusive and binding upon Buyer and Seller and their Affiliates. The pro forma balance sheet of the Acquisition Adjustment Amount, Commodities Business as of the Acquisition Adjustment Amount Closing Date as finally determined pursuant to Section 2.6(b) or this Section 2.6(c) shall be paid in accordance with referred to as the provisions of Section 4.3(e). The costs “Final Closing Balance Sheet”; and fees the Net Book Value of the Acquisition Arbitrating Firm Commodities Business as of the Closing Date as finally determined pursuant to Section 2.6(b) or this Section 2.6(c) shall be referred to as the “Final Net Book Value.” The fees and disbursements of the Balance Sheet Auditor shall be borne one-half equally by Buyer and Seller. Buyer and Seller shall make readily available to the Balance Sheet Auditor all relevant Documents and one-half any work papers (including those of the parties’ respective accountants, to the extent permitted by Buyersuch accountants) relating to the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Closing Balance Sheet, the Closing Net Book Value, Seller’s Objection and all other items reasonably requested by the Balance Sheet Auditor in connection therewith.

Purchase Price Adjustment. The Purchase Price shall be adjusted If the Company's ratio of Current Assets to Current Liabilities (each as follows: ------------------------- (adefined in Section 9.19) Seller shall receive a credit for the unapplied portion, is not 1.0 to 1.0 as of the Closing Date, then the Purchase Price will be adjusted as follows: (a) The Seller shall estimate the Current Assets and Current Liabilities as of the security deposits made by Closing Date. In connection therewith, the Seller under those Leases shall develop a worksheet and Contracts which Buyer has agreed the basis for making the computations of Current Assets and Current Liabilities (the "Worksheet") that will also be used to assume after determine the Closing Actual Working Capital Adjustment pursuant to Section 2.3 2.3(b). If the estimated Current Liabilities exceed the estimated Current Assets, the amount of this Agreementsuch excess shall be deducted on a dollar-for-dollar basis from the Cash Purchase Price. If the estimated Current Assets exceed the estimated Current Liabilities, the amount of such excess shall be added on a dollar-for-dollar basis to the Cash Purchase Price. Any such adjustment is referred to as the "Working Capital Adjustment." (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or Within 90 days after the Closing Date under Date, the trade agreements included as part of the Contracts for which Seller has received goods and services prior Buyer shall deliver to the Closing Date Seller a statement (“Buyer’s Trade Credit”), the "Statement") setting forth what it believes are the actual Current Assets and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained Current Liabilities as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer together with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amountproposed Actual Working Capital Adjustment. The Buyer will prepare the Statement using the Worksheet in accordance with the provisions of this Agreement. The Statement shall contain a supporting schedule detailing the proposed Actual Working Capital Adjustment, and be accompanied with copies of the work papers and back up materials used by Buyer in preparing the Statement. To the extent that the total receivables within any of the categories set forth in the definition of "Current Assets" are collected in amounts greater than the discount amount, such excess amount shall be made a part of the Working Capital Adjustment. For example, if ***% of the Acquisition Adjustment Amount reflected receivables in the category set forth in (ii) of the definition of Current Assets are collected prior to the ninetieth day after Closing, then the additional amounts represented by the additional ***% collected shall be made a part of the Working Capital Adjustment. To the extent that the actual receivables collected by Buyer during the ninety (90) days following Closing is less than the amount given to Seller from Buyer as a credit on the Preliminary Acquisition Estimated Working Capital Adjustment, the Actual Working Capital Adjustment Report shall reflect the receivables amount used in the Estimated Working Capital Adjustment and there shall be no reduction for the same. If the Actual Working Capital Adjustment is a charge to Buyerpositive amount, then the Buyer shall pay to Seller by wire transfer of immediately available fundsthe Seller, within five fifteen (515) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement delivery of the Statement, an amount equal to such positive amount. If the Actual Working Capital Adjustment is a negative amount, Seller shall promptly pay to the Buyer, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such negative amount. If the Seller or Members disagrees with the Actual Working Capital Adjustment proposed by Buyer, Seller and Buyer will have 45 days to resolve the dispute between themselves. If Seller and Buyer have not resolved any dispute within such 45-day period, they shall submit the dispute to a mutually agreed upon completion independent accounting firm of nationally recognized standing to inform make each disputed calculation in the parties in writing of its own Actual Working Capital Adjustment within 20 days after the dispute is submitted to such firm. The determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) independent accounting firm on all disputed matters shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive For purposes of this Agreement, the “Net Worth” of a credit Company as of any date means the consolidated assets of such Company and its Subsidiaries as of such date minus the consolidated liabilities of such Company and its Subsidiaries as of such date, in each case determined in accordance with GAAP, as applied in a manner consistent with the accounting practices of such Company used to prepare its audited financial statements as of and for the unapplied portion12 month period ended December 31, 2011, before purchase accounting for the Transactions (as to each Company, such Company’s accounting practices, as modified by this Section 2.4(a), the “Applicable Accounting Practices”); provided, however, that (i) in no event will the calculation of Net Worth of a Company (A) include any assets or liabilities included in Funded Debt, Company Cash or any Transaction Expenses, APX Employee Payments, Solar Sub Employee Closing Payments, 2GIG Employee Closing Payments, the Riverwood Repurchase Amount, the RBS Repurchase Amount or any other assets and liabilities that are otherwise set forth on the applicable Estimated Closing DateStatement if and to the extent paid, to be paid or, in the case of Company Cash, netted against any payment at Closing, in each case pursuant to Section 2.2 (without giving effect to any reduction to Company Cash set forth in the security deposits definition of “Net Funded Debt”), (B) include any assets or liabilities in respect of (1) deferred financing fees, (2) management notes receivables or (3) deferred Tax assets and liabilities or (C) except for any payments to be made by Seller under those Leases and Contracts which Buyer has agreed from one Company to assume after another Company at the Closing pursuant to Section 2.3 2.2, give effect to the consummation of the Transactions or any transactions effectuated by Buyer or its Affiliates, including the Companies and their Subsidiaries, after the Closing, including the settlement or cancellation of the APX Stock Options, Solar Sub Stock Options and 2GIG Stock Options, (ii) the Final APX Net Worth Amount, the Final Solar Net Worth Amount and Final 2GIG Net Worth Amount will include the excess, if any, of the Funded Debt, the Company Cash, the Transaction Expenses, APX Employee Payments, Solar Sub Employee Closing Payments or 2GIG Employee Closing Payments over the amounts paid (or, in the case of Company Cash, netted against any payment at Closing) with respect thereto pursuant to Section 2.2, and (iii) any calculation of Net Worth of a Company for purposes of this AgreementAgreement will reflect the adjustments provided for in the Net Worth calculations with respect to such Company that are set forth in Schedule 2.4(a), which contains a sample calculation of Net Worth for each Company for reference purposes only (and no Company makes any representation or warranty, or will incur any liability, in respect thereof by reason of such inclusion). (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included As soon as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of reasonably practicable following the Closing Date, and in any event within 90 calendar days thereafter, Buyer shall be given a credit, as of will cause the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement applicable Surviving Corporation to prepare and deliver to the contrary notwithstandingapplicable Representative (collectively, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.Proposed Final Closing Statement” Anything in this Agreement to and the contrary notwithstandingamounts set forth thereon, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.Proposed Final Net Worth Amounts”):

Purchase Price Adjustment. (a) The Purchase Price is premised upon the Target Entities having as of the Closing Date no Indebtedness and delivering to Buyer an aggregate Working Capital of Twenty-Five Million Dollars ($25,000,000) (the “Working Capital Amount”). Accordingly, the Purchase Price shall be adjusted (i) (A) increased by the amount, if any, by which the aggregate Working Capital of the Target Entities as follows: -------------------------of the Closing Date is greater than the Working Capital Amount, or (B) decreased by the amount, if any, by which the aggregate Working Capital of the Target Entities as of the Closing Date is less than the Working Capital Amount and (ii) decreased by the amount, if any, of the aggregate outstanding principal amount of all Indebtedness of any Target Entities as of the close of business on the Closing Date (without giving effect to the transactions contemplated herein) (“Closing Indebtedness”). Any such adjustment to the Purchase Price shall be effected in accordance with this Section 3.3 (the “Adjustment”). (ab) Seller shall receive a credit agrees to prepare and deliver to Buyer at least five (5) Business Days prior to the Closing Date an unaudited consolidated balance sheet and income statement for the unapplied portionTarget Entities reflecting the financial condition of the Target Entities as of the most recent month end prior to the Closing Date, together with a statement setting forth (i) Seller’s good faith estimate of the aggregate Working Capital of the Target Entities as of the Closing Date , (ii) Seller’s good faith estimate of Closing Indebtedness, if any, and (iii) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 3.3(a), above (the “Initial Closing Statement”). Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller an unaudited consolidated balance sheet and income statement reflecting the financial condition of the Target Entities as of the Closing Date, together with a statement setting forth (1) the aggregate Working Capital of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after Target Entities as of the Closing Date, (2) the Closing Indebtedness, if any, and (3) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 2.3 3.3(a) above (the “Closing Statement”). Each of this Agreement. (b) Buyer Closing Indebtedness, Working Capital, Current Assets and Current Liabilities shall be given calculated, and the Initial Closing Statement and the Closing Statement shall be prepared, in a credit manner consistent with Exhibits B and C and on the basis of the same accounting principles, practices, policies, methods and procedures, consistently applied, as those used in the amount equal to preparation of the financial value (Financial Statements and, in any event, shall be determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)GAAP. (c) If consents the Initial Closing Statement sets forth an aggregate Working Capital of the Target Entities greater than the Working Capital Amount and a corresponding upward adjustment to the assignment to Seller of Purchase Price, then the Real Estate Leases listed Purchase Price payable on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for increased by an amount equal to such Adjustment. If the account Initial Closing Statement sets forth the aggregate Working Capital of Buyer the Target Entities less than the Working Capital Amount and all such income and expenses attributable a corresponding downward adjustment to the operation of Purchase Price, then the Stations Purchase Price payable on or before the Closing Date shall be for decreased by an amount equal to such Adjustment. If the account of Seller. The net Initial Closing Statement sets forth any amount of any Adjustments to Closing Indebtedness, then the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of payable on the Closing Date shall be decreased by an amount equal to such Closing Indebtedness. If the aggregate Working Capital of the Target Entities as set forth on the Closing Statement is different than that included on the Initial Closing Statement, then (i) to the "Preliminary Acquisition Adjustment Report"). Thereafterextent that the Working Capital on the Closing Statement is greater than the Working Capital on the Initial Closing Statement, Seller and Buyer shall -------------------------------------------- have thirty pay to Seller an amount equal to the absolute value of such difference and (30ii) calendar days after to the extent that the Working Capital on the Closing Date to review Statement is less than the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement Working Capital on the final Acquisition Adjustment Amount as of the Initial Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to BuyerStatement, Seller shall pay to Buyer by wire transfer an amount equal to the absolute value of immediately available fundssuch difference, within five (5subject in either case to Section 3.3(d) calendar days after such agreement is reached, below. If the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected Closing Indebtedness as set forth on the Preliminary Acquisition Adjustment Report Closing Statement is a charge (x) greater than the amount included on the Initial Closing Statement, then Seller shall pay to BuyerBuyer an amount equal to the difference or (y) less than the amount included on the Initial Closing Statement, then Buyer shall pay to Seller an amount equal to the difference, subject in either case to Section 3.3(d) below. In each case, such payment shall be made in cash in immediately available funds within twenty (20) days after the date the Closing Statement is provided by Buyer to Seller; provided that if Seller provides Buyer with an Objection Notice prior to such time, the payment shall be made in cash by wire transfer of immediately available funds, funds within five two (52) calendar days after Business Days of the date on which either the Parties resolve all disputes or such agreement is reacheddisputes are determined by the Designated Independent Accounting Firm or the Third Independent Accounting Firm. The Purchase Price shall be deemed to be increased or decreased (as the case may be) by the amounts calculated under this Section 3.3(c). The Parties agree that for Income Tax and all other Tax purposes, the amount of Parties shall and shall cause their Affiliates to calculate and timely report such increase or decrease with respect to the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall applyAcquired Companies on a separate entity basis. (fd) If Each Party shall make available to the other Party its work papers used to prepare its respective closing statement, and shall cooperate with the other Party in connection with the preparation thereof. Seller and shall notify Buyer do notin writing within twenty (20) days after receipt by Seller of the Closing Statement of any objection to the items set forth therein, within which notice shall include a reasonably detailed explanation of the 30-day period specified in Section 4.3(ereasons for each objection by Seller (an “Objection Notice”), reach an agreement on provided that Seller may only object to the Acquisition Adjustment Amount reflected on items contained in the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, Closing Statement to the extent any such item was not prepared in accordance with this Section 3.3 or such other accounting firm as mutually agreed contains mathematical errors. Any item not so objected to by Seller shall be conclusively deemed to have been approved by Seller and shall be conclusive and binding upon the Parties. If the Parties are unable to resolve such dispute in good faith within thirty (30) days after the date of receipt by Seller of the Closing Statement, then Buyer and Seller shall agree upon and designate an Independent Accounting Firm (the “Acquisition Arbitrating Designated Independent Accounting Firm"”) and the Parties shall resolve use their respective good faith efforts to cause the disputed itemsDesignated Independent Accounting Firm, within fifteen (15) days of its appointment, to make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. If Buyer and Seller are unable to agree upon a Designated Independent Accounting Firm, then each of the Buyer and Seller shall designate one Independent Accounting Firm and the Parties shall use their respective good faith efforts to cause the two Independent Accounting Firms so selected, within ten (10) days after the date on which the later of the two Independent Accounting Firms are appointed, to appoint a third Independent Accounting Firm (the “Third Independent Accounting Firm”). The Parties shall use their respective good faith efforts to cause the Third Independent Accounting Firm, within fifteen (15) days of its appointment, to make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. The Parties shall instruct the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, to act on the following basis: such Independent Accounting Firm shall act as an expert and not as an arbitrator; its terms of reference shall be to determine the appropriate Adjustment within fifteen (15) days of its appointment, having strict regard to the application of the terms of this Agreement to the same (and, for the avoidance of doubt, disregarding other means of calculating the same, to the extent that such means are inconsistent with or not provided for in this Agreement); Buyer and Seller shall each inform provide such Independent Accounting Firm with all such information as it reasonably requires and the Acquisition ----------------- Arbitrating Independent Accounting Firm in writing as to shall base its decision solely on such written submissions by Buyer and Seller and their disagreement concerning respective Representatives; and it may not assign a value greater than the Acquisition Adjustment Amount reflected on greatest value for such item claimed by either Party or smaller than the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation smallest value for such item claimed by either Party. The final written determination of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Independent Accounting Firm shall (in the absence of fraud or manifest error) be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final conclusive and binding on the parties for purposes Parties. The Independent Accounting Firm shall not have the power to amend or modify any terms of this Section 4.3(f)Agreement. Within five (5) calendar days after The costs of the Acquisition Arbitrating Independent Accounting Firm delivers shall be borne pro rata by Seller and Buyer in proportion to the parties its written difference between the Designated Independent Accounting Firm’s or the Third Independent Accounting Firm’s, as the case may be, final determination of the Acquisition any Adjustment Amount, the Acquisition amount and each of Buyer’s and Seller’s determination of such Adjustment Amount amount. (e) Any disputed amounts shall be paid in accordance with Section 3.3(c) above within ten (10) days after the provisions date the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, provides to both Parties its final written determination pursuant to Section 3.3(d) above. Any amount not paid within ten (10) days of when due if not disputed in accordance with Section 4.3(e)3.3(d) above or after final determination of any disputes by the Designated Independent Accounting Firm shall accrue interest at the Default Interest Rate. (f) Each of the Parties agrees and undertakes to the other to provide all reasonable access, necessary data and information, and to assist in the calculations referred to in this Section 3.3. The costs Parties’ rights to indemnification pursuant to Article VIII (and fees of any limitations on such rights) shall not be deemed to limit, supersede or otherwise affect the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by BuyerParties’ rights to a full purchase price adjustment pursuant to this Section 3.3 or vice versa.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for On the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to day immediately preceding the Closing Date, Seller shall provide Buyer with a prepare and deliver to PRGI, an estimated cash flow statement setting forth a detailed computation of Seller's reasonable and good faith estimate total cash received by Seller in respect of the Acquisition Adjustment Amount as of Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Preliminary Acquisition Adjustment ReportInterim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). ThereafterPRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Seller during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and Buyer shall -------------------------------------------- have thirty (30ii) calendar days after any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to review the Preliminary Acquisition Adjustment Report and Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the related books and records of SellerBusiness to be acquired by PRGI pursuant hereto), and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount (D) commissions payable as of the Closing Effective Date in respect of accounts receivable collected by Seller prior to the Effective Date. If an agreement is reached within thirty ; (30E) calendar days all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Closing Effective Date or advances made to Associates or Employees on or after the Effective Date), then if and (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Acquisition Adjustment Amount reflected on Business to be acquired by PRGI pursuant hereto incurred in the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer ordinary course of immediately available funds, within five business) (5) calendar days after such agreement is reachedcollectively, the amount of the preliminary Acquisition Adjustment Amount"Interim Period Reimbursable Liabilities," which, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance together with the provisions of Section 4.3(eInterim Period Cash Flow, is referred to herein as the "Reimbursable Cash"). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases No earlier than five (5) and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three at least three (3) business days Business Days prior to the Closing Date, Seller the Company shall provide Buyer with deliver to Buyer, a statement setting forth that is certified by the Company’s Chief Financial Officer containing the following items (as may be revised in accordance with the last sentence of this Section 2.8(a), the “Preliminary Closing Statement”): (i) a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as Aggregate Closing Date Consideration and each of the components thereof listed in the definition thereof (as may be revised in accordance with the last sentence of this Section 2.8(a), the “Aggregate Closing Date Consideration Estimate”), including (A) Closing Working Capital (the "“Working Capital Estimate”) and the resulting Working Capital Overage or Working Capital Underage, (B) Closing Indebtedness, (C) Closing Cash and (D) the Seller Expenses, including an itemized list thereof specifying the amount of each such Seller Expense, in each case calculated in accordance with the Balance Sheet Rules (clauses (A) through (D) inclusive, the “Consideration Elements”) and (ii) reasonable supporting detail of all of the foregoing. Concurrently with the delivery of the Preliminary Acquisition Adjustment Report"). ThereafterClosing Statement, Seller the Company shall deliver to Buyer (1) the Distribution Waterfall Schedule based on the foregoing estimates and (2) the Pro Rata Share Schedule, each of which shall have been prepared in good faith by the Company and in the form provided to Buyer prior to the execution of this Agreement, with only (x) updates to reflect the amount of the Aggregate Closing Date Consideration Estimate (and with respect to the Distribution Waterfall, any Consideration Elements reflected therein) and any change to the number of outstanding Company Units to reflect the outstanding Company Units at Closing and (y) any changes agreed to by the Company and Buyer to correct manifest error. The Company and each of its Subsidiaries shall -------------------------------------------- have thirty (30) calendar days after provide Buyer and its Representatives reasonable access to all the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books properties, books, Contracts and records of Sellerthe Company Group and such Representatives of the Company Group (including the Company’s accountants) relevant to Buyer’s review of the Preliminary Closing Statement in accordance with this Section 2.8(a), subject to clause (iv) of the Access and Assistance Limitations and the limitations set forth in Section 7.2(b). The Company shall review comments proposed by Buyer with respect to the foregoing and Seller will consider (in good faith seek faith) and incorporate any changes it reasonably deems appropriate to reach agreement on the final Acquisition Adjustment Amount as of Preliminary Closing Statement prior to the Closing Date. If an agreement is reached within thirty Closing. (30b) calendar Within sixty (60) days after the Closing Date, then if Buyer shall, or shall cause the Acquisition Adjustment Amount reflected Company to, deliver to the Seller Representative: (i) a statement (the “Statement”) containing its calculation of the Aggregate Closing Date Consideration and the Consideration Elements, and (ii) reasonable supporting detail of all of the foregoing. Buyer shall not amend, supplement or modify the Statement following its delivery to the Seller Representative, except in connection with attempting to resolve a Notice of Disagreement pursuant to Section 2.8(c). Buyer and the Company acknowledge that no adjustments shall be made to the Working Capital Target Amount. (c) The Statement shall become final and binding upon the parties on the Preliminary Acquisition Adjustment Report is thirtieth (30th) day following the date on which the Statement was delivered to the Seller Representative unless the Seller Representative delivers written notice of its disagreement with the Statement (a credit to Buyer, Seller shall pay “Notice of Disagreement”) to Buyer by wire transfer prior to such date. Any Notice of immediately available funds, within five Disagreement shall (5i) calendar days after such agreement is reached, specify in reasonable detail the amount nature of the preliminary Acquisition Adjustment Amount, any disagreement so asserted and if the Acquisition Adjustment Amount reflected (ii) only include good faith disagreements based on the Preliminary Acquisition Adjustment Report is a charge Aggregate Closing Date Consideration or the Consideration Elements not being calculated in accordance with the Balance Sheet Rules (to Buyer, then Buyer shall pay to Seller by wire transfer the extent applicable) or the other terms of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amountthis Agreement. If agreement a Notice of Disagreement is not reached within such 30-day periodreceived by Buyer in a timely manner, then the dispute resolutions of Section 4.3(fStatement (as revised in accordance with this sentence) shall apply. become final and binding upon the parties on the earlier of (fA) If the date Buyer and the Seller and Buyer do not, within Representative resolve in writing any differences they have with respect to the 30-day period matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the fourteen (14)-day period following the delivery of a Notice of Disagreement, Buyer and the Seller Representative shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement, and all such discussions and communications related thereto shall (unless otherwise agreed by Buyer and the Seller Representative in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If at the end of such fourteen (14)-day period Buyer and the Seller Representative have not resolved in writing the matters specified in the Notice of Disagreement, Buyer and the Seller Representative shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 4.3(e)2.8, reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Reportonly matters that remain in dispute. The Accounting Firm shall be BDO USA, then PriceWaterhouseCoopersLLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as mutually shall be agreed upon by Buyer and the Seller Representative in writing, and, Buyer and the Seller Representative shall enter into a customary engagement letter with, and to by Seller the extent necessary each party to this Agreement and Buyer (its Affiliates will waive any conflicts with, the “Acquisition Arbitrating Firm") Accounting Firm at the time such dispute is submitted to the Accounting Firm and shall resolve cooperate with the disputed itemsAccounting Firm in connection with its determination pursuant to this Section 2.8(c). Buyer and the Seller Representative shall each inform use reasonable efforts to cause the Acquisition ----------------- Arbitrating Accounting Firm in writing as to their disagreement concerning render a written decision resolving the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available matters submitted to the Acquisition Arbitrating Accounting Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amountreceipt of such submission. Any determination The scope of the disputes to be resolved by the Acquisition Arbitrating Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Balance Sheet Rules and the other terms of this Section 4.3(fAgreement, and the Accounting Firm is not to make any other determination, including any determination as to whether the Working Capital Target Amount or Aggregate Closing Date Consideration Estimate are correct. The Accounting Firm’s decision shall be based solely on written submissions by Buyer and the Seller Representative and their respective representatives (a copy of which shall be delivered to Buyer or the Seller Representative, as applicable) and not by independent review and shall be final and binding on all of the parties hereto (absent manifest error). The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. (i) The up-front engagement fees and expenses of the Accounting Firm incurred pursuant to this Section 2.8 in connection with any disputed Aggregate Closing Date Consideration or Consideration Elements shall initially be borne 50% by the Seller Representative, on the one hand, and 50% by Buyer, on the other hand, provided, all such fees, costs and expenses shall ultimately be borne in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Seller Representative and Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if the Seller Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by Buyer and if the Accounting Firm ultimately resolves the dispute by awarding to the Seller Representative $300 of the $1,000 contested, then the fees, costs and expenses of the Accounting Firm will be allocated 30% (i.e., 300 ÷ 1,000) to Buyer and 70% (i.e., 700 ÷ 1,000) to the Seller Representative. (ii) For the avoidance of doubt, all fees, costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Accounting Firm has been engaged shall be borne by the party incurring such fee, cost or expense. (d) For the purposes of this Section 4.3(f). Within five (5) calendar days after Agreement, “Final Aggregate Closing Date Consideration” means the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment AmountAggregate Closing Date Consideration, the Acquisition Adjustment Amount shall be paid as finally agreed or determined in accordance with the provisions of Section 4.3(e2.8(c). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for If the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time registration statement required to be broadcast on the Stations on or after the Closing Date filed under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller Section 11.1 hereof shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations become effective on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after 51st day following the Closing Date, then if the Acquisition Adjustment Amount reflected Company will be required to assure that the Stockholders will receive Registered Shares (as hereinafter defined) as of the Registration Effective Date (as hereinafter defined) with a value on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer Registration Effective Date (determined based on the average closing price of immediately available funds, within Outdoor Systems Stock on the New York Stock Exchange during the five (5) calendar trading days after such agreement is reacheddetermined one (1) trading day before the Registration Effective Date (hereinafter, the amount "Registration Effective Date Price")) equal to the Merger Price and the Stockholders will agree to return to the Company a portion of the preliminary Acquisition Adjustment Amount, and Shares they receive on the Closing Date if the Acquisition Adjustment Amount reflected Registration Effective Date Price exceeds the Average Share Price so that the aggregate value of the Shares retained by the (a) an amount obtained by multiplying the Registration Effective Date Price by the number of Shares initially delivered on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply.Closing Date; plus (fb) If Seller and Buyer do not, within an amount obtained by multiplying the 30-day period specified in Section 4.3(e), reach an agreement on Registration Effective Date Price by the Acquisition Adjustment Amount reflected on number of Additional Shares to be issued by the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available Company to the Acquisition Arbitrating Firm any books Stockholders so that the sum of (a) and records and work papers relevant (b) equal the Merger Price, in the event that the Average Share Price exceeds the Registration Effective Date Price; or minus (c) an amount obtained by multiplying the Registration Effective Date Price by the number of Return Shares to be returned by the Stockholders to the preparation of such firm's computation of Company so that (a) minus (c) equals the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from Merger Price, in the date of its engagement and upon completion to inform event that the parties in writing of its own determination of Registration Effective Date Price exceeds the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by BuyerAverage Share Price.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: -------------------------: (a) Seller shall receive a credit for USE and Silva have agreed that the unapplied portionshares of common stoxx xf USE held by Brunton, and other identified assets Brunton acquired from USE ("USE assets") together with the obligation to pay the balance of US$276,352 (as of 1/23/96), owing on the Closing DatePromissory Note of $324,349.82 dated 8/2/94, shall remain with and be the obligation of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this AgreementUSE. (b) Buyer shall USE and Silva have engaged Arthur Andersen LLP and Graxx Thornton LLP, xxxpxxxxxxxx (collectively xxx Xxxxpendent Accountant's) to represent them in assisting the parties in determining what the Adjusted Shareholder's Equity (as hereinafter defined) in Brunton would be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of January 31, 1996 after removing the Closing DateUSE assets referenced in paragraph (a) above. Attached to this Agreement as Exhibit "A" is the November 30, Buyer shall 1995 Balance Sheet of Brunton, which will be given a credit, used to arrive at Adjusted Shareholder's Equity in Brunton as of the Closing DateJanuary 31, of One Million Five Hundred Thousand Dollars 1996 ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller"Adjusted Shareholder's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the Equity" or "Preliminary Acquisition Adjustment ReportASE"). ThereafterThe adjustment of the shares of USE assets are included in adjustment #1 and #3 in Exhibit "A". Representatives of the Independent Accountants will travel to Brunton operations in Riverton, Seller Wyoming on or before February 1, 1996 to observe a physical count of inventories of the raw materials, finished goods, and Buyer shall -------------------------------------------- have thirty (30) calendar days after work in process. USE and Brunton agree to provide Silva and its representatives access to the Closing Date ofxxxxx of Brunton to review inspect the Preliminary Acquisition Adjustment Report premises, inventory, books, accounts, records, contracts and documents and to confer with Brunton's employees and consultants for the purpose of determining that USE's and Brunton's representations and warranties regarding Brunton are true. Additionally, the Independent Accountants representatives will review, as directed by USE and Silva, the Brunton accounts receivable, accounts xxxable, xxxxx payable and the related books property, plant and records equipment listings of SellerBrunton. The audit firms will further review and discuss with management's of USE and Silva, any assets or liabilities that may be of concerx xx USE or Silva. The Independent Accountants have not been xxgaged to reach any business decisions regarding the adjusted assets and liabilities of Brunton, but are to bring to the attention of USE and Silva any areas of concern that they may haxx. Xanagement of USE and Silva shall utilize the recommendations of xxxxx respective Independent Accountants to determine what the ASE of Brunton is as of January 31, 1996. Any negative adjustments to accounts receivable, inventory, or property, plant and equipment will become the property of USE and USE is free to dispose of any such accounts receivable, inventory, property, plant and equipment, and Buyer collect any delinquent accounts receivable and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall applyretain all proceeds generated therefrom. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 For purposes of this Agreement, the term "Adjusted Stockholders' Equity" of the Business or the Purchased Assets and Assumed Liabilities shall mean as of a particular date, the stockholders' equity of such Purchased Assets and Assumed Liabilities computed in accordance with the methods, formulae, prorations and reserves, and the adjustments thereto, set forth in Schedule 3.5 hereto, and which adjustments shall include the elimination of assets which are not Purchased Assets and liabilities which are not Assumed Liabilities. In particular, the calculation of Adjusted Stockholders' Equity shall exclude all cash and all Intercompany Accounts. (b) Buyer shall be given a credit in the amount equal to the financial value Within ninety (determined in accordance with generally accepted accounting principles consistently applied90) of all time required to be broadcast on the Stations on or days after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with deliver to Purchaser (the date of such delivery being the "Adjustment Date") (i) a balance sheet for the Purchased Assets and Assumed Liabilities transferred at the Closing (the "Closing Date Balance Sheet") and (ii) a statement setting forth a detailed computation of the Adjusted Stockholders' Equity as of Closing Date (the "Statement of the Closing Date Adjusted Stockholders' Equity" or "Statement"). The Closing Date Balance Sheet and Statement shall (i) have been prepared by Seller and certified by Seller's reasonable auditors, KPMG LLP ("KPMG") (or such other firm of independent certified public accountants appointed by Seller for this purpose) in accordance with Schedule 3.5 and good faith estimate otherwise in accordance with GAAP applied in a manner consistent with the Financial Statements, and (ii) set forth the Adjusted Stockholders' Equity of the Acquisition Adjustment Amount Purchased Assets and Assumed Liabilities as of the Closing Date (the "Preliminary Acquisition Adjustment ReportClosing Date Adjusted Stockholders' Equity"). ThereafterIn rendering the Closing Date Balance Sheet and the Statement, Seller and Buyer its auditors shall -------------------------------------------- have thirty consult with Purchaser and its auditors, and permit Purchaser and such auditors at the earliest practicable date access to and copies of the work papers and calculations related to the Statement. (30c) calendar days after Purchaser may dispute the calculation of the Closing Date Adjusted Stockholders' Equity only to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will extent that Purchaser asserts in good faith seek that the Closing Date Balance Sheet or Statement was not prepared in accordance with Schedule 3.5 and otherwise in accordance with GAAP applied in a manner consistent with the Financial Statements or, if an item on a Closing Date Balance Sheet or a Statement is not governed by Schedule 3.5 or GAAP applied in a manner consistent with the financial statements, that the treatment of such item on such Closing Date Balance Sheet or Statement was not the most appropriate treatment of such item under GAAP, in any of which cases Purchaser's notification as set forth below shall be accompanied by a report of a nationally recognized independent public accounting firm selected by Purchaser other than the firm used by Seller to reach agreement on prepare the final Acquisition Adjustment Amount Closing Date Balance Sheet or Statement, stating that such firm concurs with Purchaser's assertion as set forth above. All such disputes shall be resolved in the following manner: (i) If Purchaser disputes a calculation of the Closing Date. If an agreement is reached Date Adjusted Stockholders' Equity, or any portion thereof, Purchaser shall notify Seller in writing within thirty (30) calendar days after the Closing Adjustment Date, then if and shall specify therein in detail the Acquisition Adjustment Amount reflected on basis and reason for such dispute and the Preliminary Acquisition Adjustment Report amount which is in dispute (the "Disputed Amount"), and such notice of dispute shall be accompanied by a credit to Buyercertificate of Purchaser's outside accountants certifying that the positions taken by Purchaser in such notice are in accordance with this Agreement and Schedule 3.5; (ii) During the thirty (30) day period following the date of such notice, Purchaser and Seller shall pay attempt to Buyer by wire transfer of immediately available funds, within five resolve such dispute; and (5iii) calendar days after such agreement is reached, If at the amount end of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five thirty (530) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(eclause (ii) above, the parties shall have failed to reach agreement with respect to such dispute, the matter shall be referred to such other firm of independent certified public accountants as the parties mutually agree (the "Accounting Firm"), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amountfor resolution. The Acquisition Arbitrating Accounting Firm shall be instructed to complete use every reasonable effort to perform such services within sixty (60) days of the submission to it of any Closing Date Balance Sheet and the related Statement and notice of dispute and, in any case, as soon as practicable after such submission. In connection with the resolution of any such dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to perform its analysis within thirty (30) calendar days from function as arbitrator. The Accounting Firm shall allow Purchaser and Seller to present their respective positions regarding the date of its engagement dispute and upon completion to inform shall thereafter as promptly as possible provide the parties in writing of its own hereto a written determination of the Acquisition Adjustment Amount. Any dispute, such written determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding upon the parties hereto, and judgment may be entered on the parties for purposes award. The Accounting Firm may, at its discretion, conduct a conference concerning the disagreement with the Purchaser and the Seller, at which conference each party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with such process, there shall be no hearings, oral examinations, testimony, depositions, discovery or other similar proceedings. The Accounting Firm shall determine the proportion of this Section 4.3(f). its fees and expenses to be paid by each of the Seller and the Purchaser, based primarily on the degree to which the Accounting Firm has accepted the positions of the respective parties. (d) Within five (5) calendar business days after the Acquisition Arbitrating Firm delivers Purchaser and Seller have resolved any dispute relating to the parties its written determination calculations of the Acquisition Adjustment AmountClosing Date Adjusted Stockholders' Equity: (i) Purchaser shall pay to Seller, in immediately available funds, an amount equal to the difference (if any, and if a positive result) between (A) the Closing Date Adjusted Stockholders' Equity relating to the Purchased Assets and Assumed Liabilities at the Closing, minus (B) $29,901,573; or, alternatively, (ii) Seller shall pay to Purchaser, in immediately available funds, an amount equal to the difference (if any, and if a positive result) between (1) $29,501,573, minus (2) the Closing Date Adjusted Stockholders' Equity relating to the Purchased Assets and Assumed Liabilities at the Closing, in either case together with interest for the period from the Closing Date to the date of such payment at a rate per annum in effect from time to time equal to the prime interest rate as published in the Wall Street Journal, which rate shall change automatically without notice and simultaneously with each change in such prime interest rate. (e) Notwithstanding the foregoing: (A) notwithstanding the existence of any dispute pursuant to paragraph (c) above, the Acquisition Adjustment Amount parties shall be paid make any adjusting payment required under this Section 3.5, to the extent that such adjusting payment is not disputed, at the time and in the manner set forth above and (B) the balance (being any amount in dispute or such different amount compromised and settled by the parties or determined by the Accounting Firm in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm 3.5(c) above) shall be borne one-half by Seller and one-half by Buyerpaid in immediately available funds within ten (10) days after such settlement or determination, as the case may be.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: -------------------------(i) Exhibit M shows: (aA) Seller shall receive a credit for the unapplied portion, unaudited balance sheet of the Business as of January 31, 2004, prepared based on unaudited trial balance information provided by Sellers together with adjustments to reflect the Closing Datetransaction contemplated by this Agreement (which balance sheet, after such adjustments, is referred to as the “Unaudited Transaction Balance Sheet as of 1/31/2004”); and (B) the unaudited balance sheet of the security deposits made Business as of May 1, 2004, prepared based on unaudited trial balance information provided by Seller under those Leases and Contracts Sellers, together with adjustments to reflect the transaction contemplated by this Agreement (which Buyer has agreed balance sheet, after such adjustments, is referred to assume after as the Closing pursuant to Section 2.3 “Unaudited Transaction Balance Sheet as of this Agreement5/1/2004”). (bii) Buyer shall be given a credit in the amount equal Prior to the Cut-Off Date, Sellers shall provide audited financial value (determined statements for the Business for the fiscal year ended January 31, 2004, accompanied by an unqualified opinion of Ernst & Young LLP, to the effect that the audited financial statements present fairly in all material respects the financial position and results of operations of the Business and have been prepared in accordance with generally accepted accounting principles in the United States, consistently applied, together with: (A) of all time required adjustments to be broadcast on the Stations on or after audited balance sheet to reflect the Closing Date under the trade agreements included transaction contemplated by this Agreement (which adjustments are referred to as part “transaction adjustments”); and (B) a summary of the Contracts for which Seller has received goods and services prior adjustments, other than transaction adjustments, from the trial balance information referred to in Section 4(b)(i)(A) to the Closing Date audited financial statements (which adjustments are referred to as the “Buyer’s Trade Creditaudit adjustments”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (ciii) Within 60 days after the Cut-Off Date, Sellers shall provide an unaudited balance sheet as of the close of business on the Cut-Off Date reflecting the transaction adjustments, of the nature of the transaction adjustments set forth in the Unaudited Transaction Balance Sheet as of 5/1/2004, which will also reflect all audit adjustments as appropriate (the “Unaudited Transaction Balance Sheet as of the Cut-Off Date”). Buyer shall reasonably assist Sellers and their representatives in the preparation of the Unaudited Transaction Balance Sheet as of the Cut-Off Date and shall provide Sellers and their representatives access at all reasonable times to the personnel, properties and books and records of the Business for such purpose. (iv) To the extent that the net assets, calculated in a manner consistent with the principles, policies and procedures used in preparing Exhibit M (“Net Assets”), reflected in the Unaudited Transaction Balance Sheet as of the Cut-Off Date exceed the Net Assets reflected in the Unaudited Transaction Balance Sheet as of 5/1/2004 by more than $40 million, then the Purchase Price shall be increased by the excess over $40 million. For the avoidance of doubt, “Net Assets” shall not include any Excluded Asset or any Excluded Liability. Notwithstanding anything to the contrary in this Section 4(b), the book value of all assets on the Unaudited Transaction Balance Sheet as of the Cut-Off Date shall be calculated without giving effect to any depreciation or amortization thereof after May 1, 2004. (v) To the extent that the Net Assets reflected in the Unaudited Transaction Balance Sheet as of 5/1/2004 exceed the Net Assets reflected in the Unaudited Transaction Balance Sheet as of the Cut-Off Date by more than $40 million, then the Purchase Price shall be decreased by the excess over $40 million. (vi) If consents the Purchase Price is to be increased pursuant to Section 4(b)(iv), then Buyer shall, within five business days after the amount of such increase has been determined, pay Sellers an amount equal to such increase, together with interest thereon at an annual rate equal to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained three-month LIBOR rate in effect as of the Closing Date, calculated on the actual number of days elapsed from the Closing Date to the date of payment divided by 365. If the Purchase Price is to be decreased pursuant to Section 4(b)(v), then Sellers shall, within five business days after the amount of such decrease has been determined, pay Buyer shall be given a creditan amount equal to such decrease, together with interest thereon at an annual rate equal to the three-month LIBOR rate in effect as of the Closing Date, calculated on the actual number of One Million Five Hundred Thousand Dollars days elapsed from the Closing Date to the date of payment divided by 365. ($1,500,000.00vii) Sellers represent that Sellers have not changed accounting policies or procedures, or application thereof, since January 31, 2004, and that the Unaudited Transaction Balance Sheet as of 5/1/2004 is prepared on a basis consistent with the Unaudited Transaction Balance Sheet as of 1/31/2004 (except for adjustments normally reflected only in year-end audited financial statements). (dviii) Anything Sellers covenant that Sellers will not change accounting policies or procedures, or the application thereof, from those reflected in this Agreement the Unaudited Transaction Balance Sheet as of 5/1/2004, and that the Unaudited Transaction Balance Sheet as of the Cut-Off Date will be prepared on a basis consistent with the Unaudited Transaction Balance Sheet as of 5/1/2004 (except for the audit adjustments, as appropriate, and except as otherwise provided in Sections 4(b)(iv) and 7(e)). (ix) If Buyer in good faith objects, by notice in writing to Sellers, to the contrary notwithstanding, all operating income and expenses Net Assets set forth on the Unaudited Transaction Balance Sheet as of the Stations shall be further adjusted and allocated between Seller Cut-Off Date (“Final Net Assets”) within 30 days after Sellers’ delivery thereof, setting forth in its written objection its determination of Final Net Assets, Sellers and Buyer shall attempt in good faith to the extent necessary to effect the principle that all resolve any such income and expenses attributable to the operation of the Stations on and objections within 30 days after the Closing Date shall be for the account Sellers’ receipt of Buyer’s objections. Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price may object pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding4(b)(ix) only if, assuming all of Buyer’s objections were sustained, the operating income Purchase Price, as adjusted by any adjustments pursuant to which ------------------ Buyer is entitled under this Section 4(b), would be lower than the TBAPurchase Price based on Sellers’ determination of Final Net Assets, and Buyer’s objections must specify in reasonable detail the operating expenses required nature of any disagreement with Sellers. The only objections that Buyer may make pursuant to be paid by Buyer under this Section 4(b)(ix) are those that relate to: (A) any claimed inconsistencies between the TBAprinciples, shall not be taken into account policies or procedures used in determining the Acquisition Adjustment Amountpreparation of the Unaudited Transaction Balance Sheet as of 5/1/2004 and the principles, policies or procedures used in the preparation of the Unaudited Transaction Balance Sheet as of the Cut-Off Date (except for audit adjustments, as appropriate, and except as otherwise provided in Sections 4(b)(iv) and 7(e)); (B) the application of the audit adjustments; or (C) errors in mathematical computation. (ex) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller If Sellers and Buyer shall -------------------------------------------- have thirty (30) calendar days after are unable to resolve the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached matter within such 30-day period, then they shall jointly appoint a mutually acceptable firm of independent accountants of national reputation that is one of the dispute resolutions so-called “big four” (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such firm) within three business days following the end of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the such 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed itemsperiod. Buyer and Seller Sellers shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of provide such firm's computation of the Acquisition Adjustment Amountaccounting firm full cooperation. The Acquisition Arbitrating Firm Such firm shall be instructed to complete reach its analysis within thirty conclusion regarding the disputes as soon as reasonably possible. Such firm’s resolution of the disputes shall be rendered in a written decision determining all disputes and shall be conclusive and binding upon Buyer and Sellers. (30xi) calendar days from the date of its engagement and upon completion to inform the parties The Non-Prevailing Party (as defined below) in writing of any determination by such accounting firm shall pay its own expenses incurred with respect to the submission to such accounting firm and shall pay a percentage of (A) the fees and expenses of such accounting firm plus (B) the reasonable out-of-pocket expenses (including reasonable attorneys’ fees) of the other party incurred with respect to the submission, which percentage shall be calculated by dividing (1) an amount equal to the difference between the Non-Prevailing Party’s determination of Final Net Assets, as submitted to such accounting firm, and such accounting firm’s determination of Final Net Assets by (2) an amount equal to the Acquisition Adjustment Amountdifference between the parties’ respective determinations of Final Net Assets, as submitted to such accounting firm. Any determination The other party shall pay the remainder of the fees and expenses of such accounting firm and its own expenses not required to be paid by the Acquisition Arbitrating Firm Non-Prevailing Party hereunder. A party is the “Non-Prevailing Party” if such accounting firm’s determination of Final Net Assets is closer to the other party’s determination of Final Net Assets, as submitted to such accounting firm, than it is to that party’s determination of Final Net Assets, as submitted to such accounting firm. Notwithstanding anything to the contrary in accordance with this Section 4.3(f4(b)(xi), if such accounting firm’s determination of Final Net Assets does not result in a Purchase Price that is lower than the Purchase Price would have been based upon Sellers’ determination of Final Net Assets (after giving effect to Section 4(b)(iv) or 4(b)(v)), Buyer shall be final pay all of the fees and binding on the parties for purposes expenses of this Section 4.3(f). Within five such accounting firm plus all reasonable out-of-pocket expenses (5including reasonable attorneys’ fees) calendar days after the Acquisition Arbitrating Firm delivers of Sellers incurred with respect to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyersubmission.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer downward to the extent necessary to effect that the principle Stockholder's Equity of Elmagco reflected on the Final Effective Date Balance Sheet (adjusted as hereafter provided) is less than $13,278,481 (which is the amount of Stockholder's Equity reflected on the Base Balance Sheet); provided, however that all such income and expenses attributable to the operation of the Stations on and after the Closing Date adjustment shall be for made only if such difference exceeds $300,000. The Stockholder's Equity reflected on the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Final Effective Date Balance Sheet shall be for increased by the account of Seller. The net amount of any Adjustments to Seller Liabilities (as defined in Section 9.1) reflected on the Purchase Price pursuant to this Final Effective Date Balance Sheet, plus the amount of any reserves for Seller Liabilities (as defined in Section 4.3 shall be hereinafter referred to as 9.1) in excess of $317,000 which are established in preparation of the “Acquisition Adjustment Amount.” Anything in this Agreement to Final Effective Date Balance Sheet. In the contrary notwithstanding, event the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid Final Effective Date Balance Sheet has not been prepared by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with make a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount Stockholder's Equity of Elmagco as of such date and the Closing parties shall adjust the Purchase Price accordingly; thereafter, upon completion of the Final Effective Date (the "Preliminary Acquisition Adjustment Report"). ThereafterBalance Sheet, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to or Buyer, Seller as appropriate, shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the difference between the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected adjustment for Stockholder's Equity made on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, Closing Date and the amount of the preliminary Acquisition Adjustment Amountadjustment required based upon the Final Effective Date Balance Sheet. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available With respect to the Acquisition Arbitrating Firm any books and records and work papers relevant to foregoing adjustment, the preparation of such firm's computation net amount of the Acquisition Adjustment Amountrequired payment shall be made in cash within five business days after such determination has been made. The Acquisition Arbitrating Firm amount, if any, required to be paid pursuant to this Section 1.4 shall be instructed bear interest, at the prime rate announced from time to complete its analysis within thirty (30) calendar days time by The Wall Street Journal from the Closing Date through the date of its engagement payment of such amount, and upon completion to inform the parties in writing total amount of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount such interest shall be paid in accordance at the same time and along with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyersuch payment.

Purchase Price Adjustment. The Purchase Price shall be adjusted (a) Seller previously has delivered to Purchaser unaudited balance sheet of the Seller as follows: -------------------------of December 31, 1995 (the "Balance Sheet Date"), which is attached hereto as Schedule 3.2 (a) Seller shall receive a credit for (the unapplied portion, as book value of the Closing Date, Assets included in such balance sheet less the book value of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed Assumed Obligations included in such balance sheet is hereinafter referred to assume after as the Closing pursuant to Section 2.3 of this Agreement"Base Date Net Asset Value"). (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business Within 45 days prior to following the Closing Date, Seller shall provide Buyer with prepare and deliver to Purchaser a statement setting forth a detailed computation of Seller's reasonable and good faith estimate balance sheet of the Acquisition Adjustment Amount Seller as of the Closing Date (the "Preliminary Acquisition Adjustment ReportClosing Date Balance Sheet"), together with a calculation of the book value of the Assets and Assumed Obligations determined on the same basis as the December 31, 1995 balance sheet (such book value of such Assets less such book value of such Assumed Obligations is hereinafter referred to as the "Closing Date Net Asset Value"). ThereafterPurchaser and its representatives shall have the right to review all work papers and procedures used to prepare the December 31, Seller 1995, balance sheet and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report Balance Sheet and the related books calculation of the Base Date Net Asset Value and records of SellerClosing Date Net Asset Value and shall have the right to perform any other reasonable procedures necessary to verify the accuracy thereof. Unless Purchaser, and Buyer and Seller will in good faith seek within 20 days after delivery to reach agreement on the final Acquisition Adjustment Amount as Purchaser of the Closing Date. If an agreement is reached within thirty (30) calendar days after Date Balance Sheet, notifies Seller in writing that it objects to either the December 31, 1995, balance sheet or the Closing DateDate Balance Sheet or the calculation of Base Date Net Asset Value or the Closing Date Net Asset Value, then if and specifies the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after basis for such agreement is reachedobjection, the amount December 31, 1995, balance sheet and Closing Date Balance Sheet and calculation of the preliminary Acquisition Adjustment Amount, Base Date Net Asset Value and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer Closing Date Net Asset Value shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be become final and binding on upon the parties for purposes of this Section 4.3(fAgreement. If Purchaser and Seller are unable to resolve such objections within 10 days after any such notification has been given, the dispute shall be submitted to a nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller). Such accounting firm shall make a final and binding determination as to the matter or matters in dispute. Purchaser and Seller agree to cooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute as soon as practicable. (c) For the purposes of the comparison of the Base Date Net Asset Value to the Closing Date Net Asset Value, no effect shall be given to changes during such period to amounts of depreciation or amortization. (d) Within five (5) calendar 10 days after the Acquisition Arbitrating Firm delivers Closing Date Net Asset Value has been finally determined, to the parties its written determination of extent the Acquisition Adjustment Amountdifference, if any, between the Acquisition Adjustment Amount Base Date Net Asset Value and the Closing Date Net Asset Value exceeds $10,000, such difference shall be paid in accordance with by Purchaser to Seller (if the provisions of Section 4.3(eClosing Date Net Asset Value exceeds the Base Date Net Asset Value) or by Seller to Purchaser (if the Base Date Net Asset Value exceeds the Closing Date Net Asset Value). The costs and fees of the Acquisition Arbitrating Firm Such payment shall be borne by certified or bank check, and shall include simple interest on such amount at a rate per annum equal to 10% commencing on the Closing Date and continuing until the date of full payment hereunder. (e) Purchaser and Seller, in the aggregate, each shall bear one-half by Seller of the fees, costs and one-half by Buyerexpenses of the accounting firm retained under subsection (d) to resolve any dispute.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive prepare and deliver to Buyer, no later than five (5) Business Days prior to the Closing Date the following: (i) a credit for combined balance sheet of the unapplied portionDevices & Services Business, as of the Seller’s previous Monthly Period End (the “Estimated Closing DateBalance Sheet”), prepared by Seller in accordance with the Accounting Principles; (ii) a combined EBITDA and CAPEX statement for the Devices & Services Business, as of the security deposits made Seller’s previous Monthly Period End (the “Estimated Closing Cash Earnings”), prepared by Seller under those Leases and Contracts in accordance with the Accounting Principles; (iii) a detailed calculation by Seller of the Adjustment Amount (including the Net Cash Adjustment, Net Working Capital Adjustment, Cash Earnings Adjustment and Seller Transaction Expenses and the Exhibit O Adjustment Amount) as of the Seller’s previous Monthly Period End based on the Estimated Closing Balance Sheet and the Estimated Closing Cash Earnings (the “Estimated Adjustment Amount”) (an illustrative example of which Buyer has agreed is set forth on Exhibit A), together with such schedules and data as may be appropriate to assume after support such calculation; and (iv) a certificate of the chief executive officer or chief financial officer of Seller certifying that the Estimated Closing pursuant to Section 2.3 of this AgreementBalance Sheet, Estimated Closing Cash Earnings and Estimated Adjustment Amount have been prepared in accordance with the Accounting Principles. (b) In connection with Buyer’s review of the Estimated Closing Balance Sheet, Estimated Closing Cash Earnings and calculation of the Estimated Adjustment Amount, Buyer and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Seller or any of its Affiliates or any of their respective Representatives in connection with preparation of the Estimated Closing Balance Sheet, the Estimated Closing Cash Earnings and/or calculation of Estimated Adjustment Amount, and to finance personnel of Seller or any of its Affiliates and any other information which Buyer reasonably requests, and Seller shall, and shall cause its Subsidiaries and Representatives to, cooperate reasonably with Buyer and its Representatives in connection therewith. Buyer shall be given a credit in the amount equal to the financial value have until two (determined in accordance with generally accepted accounting principles consistently applied2) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services Business Days prior to the Closing Date to provide Seller any comments on the statement of the Estimated Adjustment Amount and the data and calculations set forth therein, which comments shall be considered by Seller in good faith (“and if revised by Seller in response to Buyer’s Trade Credit”)comments, and Seller the revised statement shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) statement of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000Adjustment Amount hereunder). (c) If consents to The Initial Purchase Price shall be (i) increased by the assignment to Seller absolute value of the Real Estate Leases listed on Schedule 4.3(c)Estimated Adjustment Amount if it is positive, have not ----------------- been obtained as or (ii) decreased by the absolute value of the Estimated Adjustment Amount if it is negative. (d) Within seventy-five (75) days following the Closing Date, Buyer shall deliver to Seller the following (collectively, the “Preliminary Adjustment Statement”): (i) a combined balance sheet of the Devices & Services Business as of the Closing (the “Preliminary Closing Balance Sheet”), prepared by Buyer in accordance with the Accounting Principles; (ii) a combined EBITDA and CAPEX statement for the Devices & Services Business as of the Closing (the “Preliminary Closing Cash Earnings”), prepared by Buyer and in accordance with the Accounting Principles; (iii) a detailed calculation by Buyer of the Adjustment Amount (including the Net Cash Adjustment, Net Working Capital Adjustment, and Cash Earnings Adjustment and the Exhibit O Adjustment Amount) as of the Closing based on the Preliminary Closing Balance Sheet and the Preliminary Closing Cash Earnings (the “Preliminary Adjustment Amount”), together with such schedules and data as may be given appropriate to support such calculation; and (iv) a creditcertificate of the chief executive officer or chief financial officer of Buyer certifying that the Preliminary Closing Balance Sheet and Preliminary Closing Cash Earnings have been prepared in accordance with the Accounting Principles; and (e) Seller shall have sixty (60) days following receipt of the Preliminary Adjustment Statement to review the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and the calculation of Preliminary Adjustment Amount and to notify Buyer in writing of any dispute regarding the amount of the Preliminary Adjustment Amount set forth on the Preliminary Adjustment Statement (the “Dispute Notice”), specifying the reasons therefor in reasonable detail. If no Dispute Notice is delivered by Seller within such sixty (60) day review period or if Seller delivers a written acceptance of the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and the Preliminary Adjustment Amount during such sixty (60) day period, then such Preliminary Closing Balance Sheet, Preliminary Closing Cash Earnings and Preliminary Adjustment Amount shall be (i) conclusive and binding on the parties in all respects and (ii) final and non-appealable for all purposes hereunder, as of the end of the sixty (60) day review period or the date of receipt by Buyer of such written acceptance, as applicable. Any item set forth in the Preliminary Closing DateBalance Sheet, the Preliminary Closing Cash Earnings or the calculation of One Million Five Hundred Thousand Dollars Preliminary Adjustment Amount and not specifically objected to by Seller within such sixty ($1,500,000.00)60) day period shall be deemed (i) conclusive and binding on the parties in all respects and (ii) final and non-appealable for all purposes hereunder. (df) Anything In connection with Seller’s review, Seller and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Buyer, the Transferred Subsidiaries or any of their Affiliates, or any of their respective Representatives in this Agreement connection with preparation of the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and/or its calculation of Preliminary Adjustment Amount, and to finance personnel of Buyer, the Transferred Subsidiaries or any of their Affiliates and any other information which Seller reasonably requests, and Buyer shall, and shall cause the Transferred Subsidiaries and its other Affiliates to, cooperate reasonably with Seller and its Representatives in connection therewith. (g) If Seller delivers a Dispute Notice to Buyer, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the contrary notwithstandingPreliminary Closing Balance Sheet, all operating income Preliminary Closing Cash Earnings and expenses of the Stations Preliminary Adjustment Amount shall be further adjusted made as agreed upon by Buyer and allocated between Seller. If Buyer and Seller are unable to resolve any such dispute within twenty (20) Business Days (or such longer period as Buyer and Buyer Seller shall mutually agree in writing) of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and such determination by the Independent Accounting Firm shall be (x) conclusive and binding on the parties in all respects and (y) final and non-appealable for all purposes hereunder; provided, however, that such determination may be reviewed, corrected or set aside by a court of competent jurisdiction, but only if and to the extent necessary that the Independent Accounting Firm is found by such court of competent jurisdiction to effect have made mathematical errors with respect to its ruling or failed to follow the principle provisions of this Agreement; provided, further, that all such income (i) the Independent Accounting Firm may consider only those items and amounts (and related items and amounts) as to which Buyer and Seller have disagreed within the time periods and on the terms specified above, (ii) the Independent Accounting Firm shall be bound by the provisions of this Section 2.10(g) and (iii) the Independent Accounting Firm’s determination of the Preliminary Adjustment Amount may neither be less than the lower, nor more than the higher, of Buyer’s and Seller’s respective calculations of the Preliminary Adjustment Amount. Any expenses attributable relating to the operation engagement of the Stations on and after the Closing Date shall be for the account Independent Accounting Firm in respect of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price its services pursuant to this Section 4.3 2.10(g) shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything borne by Buyer and Seller in this Agreement a manner that is inversely proportionate to the contrary notwithstanding, relative difference between the operating income to which ------------------ calculation of Preliminary Adjustment Amount proposed by each of Buyer is entitled under the TBA, and Seller and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Preliminary Adjustment Amount as of finally determined by the Closing Date (the "Preliminary Acquisition Adjustment Report")Independent Accounting Firm. Thereafter, Seller and Buyer The Independent Accounting Firm shall -------------------------------------------- have thirty (30) calendar days after the Closing Date be instructed to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek use commercially reasonable efforts to reach agreement on the make its final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached determination within thirty (30) calendar days of submission by the parties hereto of the dispute to it and, in any case, as promptly as practicable after such submission. Buyer and Seller shall each furnish the Independent Accounting Firm (such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm shall request). The Preliminary Adjustment Amount, (i) if deemed final in accordance with Section 2.10(d), as originally submitted by Buyer, or (ii) if a Dispute Notice has been timely delivered by Seller in accordance with this Section 2.10(g), as determined pursuant to the resolution of such dispute in accordance with this Section 2.10(g), shall be the “Final Adjustment Amount”. (h) The “Purchase Price” shall be equal to the Closing DatePayment, then as adjusted below: (i) if the Acquisition Final Adjustment Amount reflected on is greater than the Preliminary Acquisition Estimated Adjustment Report Amount (either of which may have been positive or negative), Buyer shall pay Seller the amount by which the Final Adjustment Amount is a credit to Buyergreater than the Estimated Adjustment Amount (in accordance with the Purchase Price Apportionment); (ii) if the Final Adjustment Amount is less than the Estimated Adjustment Amount (either of which may have been positive of negative), Seller shall pay to Buyer the amount by wire transfer of immediately available fundswhich the Final Adjustment Amount is less than the Estimated Adjustment Amount (in accordance with the Purchase Price Apportionment). Buyer or Seller, as the case may be, shall, as promptly as reasonably practicable (but in any event within five (5) calendar days Business Days) after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Final Adjustment Amount. Any determination by the Acquisition Arbitrating Firm Amount pursuant to Section 2.10(g), make payment (or cause an Affiliate to make payment) in accordance with this Section 4.3(f2.10(h) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination by wire transfer in immediately available funds of the Acquisition Adjustment Amountamount payable by Buyer or Seller, as the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyercase may be.

Purchase Price Adjustment. The Purchase Price shall be adjusted If the Company's ratio of Current Assets to Current Liabilities (each as follows: ------------------------- (adefined in Section 9.19) Seller shall receive a credit for the unapplied portion, is not 1.0 to 1.0 as of the Closing Date, then the Purchase Price will be adjusted as follows: (a) The Seller shall estimate the Current Assets and Current Liabilities as of the security deposits made by Closing Date. In connection therewith, the Seller under those Leases shall develop a worksheet and Contracts which Buyer has agreed the basis for making the computations of Current Assets and Current Liabilities (the "Worksheet") that will also be used to assume after determine the Closing Actual Working Capital Adjustment pursuant to Section 2.3 2.4(b). If the estimated Current Liabilities exceed the estimated Current Assets, the amount of this Agreementsuch excess shall be deducted on a dollar-for-dollar basis from the Cash Purchase Price. If the estimated Current Assets exceed the estimated Current Liabilities, the amount of such excess shall be added on a dollar-for-dollar basis to the Cash Purchase Price. Any such adjustment is referred to as the "Working Capital Adjustment." (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or Within 90 days after the Closing Date under Date, the trade agreements included as part of the Contracts for which Seller has received goods and services prior Buyer shall deliver to the Closing Date Seller a statement (“Buyer’s Trade Credit”), the "Statement") setting forth what it believes are the actual Current Assets and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained Current Liabilities as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer together with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amountproposed Actual Working Capital Adjustment. The Buyer will prepare the Statement using the Worksheet in accordance with the provisions of this Agreement. The Statement shall contain a supporting schedule detailing the proposed Actual Working Capital Adjustment, and be accompanied with copies of the work papers and back up materials used by Buyer in preparing the Statement. To the extent that the total receivables within any of the categories set forth in the definition of "Current Assets" are collected in amounts greater than the discount amount, such excess amount shall be made a part of the Working Capital Adjustment. For example, if ***% of the Acquisition Adjustment Amount reflected receivables in the category set forth in (ii) of the definition of Current Assets are collected prior to the ninetieth day after Closing, then the additional amounts represented by the additional ***% collected shall be made a part of the Working Capital Adjustment. To the extent that the actual receivables collected by Buyer during the ninety (90) days following Closing is less than the amount given to Seller from Buyer as a credit on the Preliminary Acquisition Estimated Working Capital Adjustment, the Actual Working Capital Adjustment Report shall reflect the receivables amount used in the Estimated Working Capital Adjustment and there shall be no reduction for the same. If the Actual Working Capital Adjustment is a charge to Buyerpositive amount, then the Buyer shall pay to Seller by wire transfer of immediately available fundsthe Seller, within five fifteen (515) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement delivery of the Statement, an amount equal to such positive amount. If the Actual Working Capital Adjustment is a negative amount, Seller shall promptly pay to the Buyer, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such negative amount. If the Seller or Members disagrees with the Actual Working Capital Adjustment proposed by Buyer, Seller and Buyer will have 45 days to resolve the dispute between themselves. If Seller and Buyer have not resolved any dispute within such 45-day period, they shall submit the dispute to a mutually agreed upon completion independent accounting firm of nationally recognized standing to inform make each disputed calculation in the parties in writing of its own Actual Working Capital Adjustment within 20 days after the dispute is submitted to such firm. The determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) independent accounting firm on all disputed matters shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller The Company shall receive in good faith prepare and deliver, or cause to be prepared and delivered, to Purchaser not later than three (3) Business Days prior to the Closing Date, a credit written statement (the “Estimated Closing Statement”) setting forth (i) an estimated unaudited consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Estimated Closing Balance Sheet”), (ii) its good faith estimate of (A) the Closing Working Capital (“Estimated Closing Net Working Capital”), (B) the Closing Date Cash (“Estimated Closing Cash”), (C) the Closing Date Indebtedness (the “Estimated Closing Indebtedness”) and (D) the Transaction Expenses (listed by payee) (the “Estimated Closing Transaction Expenses”), and (iii) the Company’s calculation of the Estimated Adjustment Amount, together with any information that Purchaser has reasonably requested to verify the amounts reflected in the Estimated Closing Statement. The Estimated Closing Balance Sheet shall be prepared using the same accounting practices, policies and methodologies used in the preparation of the audited balance sheet of the Combined Companies for the unapplied portionfiscal year ended December 31, 2014, in a manner and on a basis consistent with the sample balance sheet set forth in Section 2.7(a) of the Company Disclosure Schedule (which, solely for purposes of illustration, assumes the Closing occurred on December 31, 2014), except that such Estimated Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Retained Assets and Retained Liabilities and Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses shall be determined in accordance with the definitions contained in this Agreement. The Sellers shall provide Purchaser and its representatives reasonable and prompt access to the work papers used in the preparation of the Estimated Closing Statement upon Purchaser’s request. Purchaser shall have the right to review the Estimated Closing Statement and object to any elements thereof, and the Company, on the one hand, and Purchaser, on the other hand, shall cooperate in good faith to resolve any such objections prior to the Closing and update the Estimated Closing Balance Sheet accordingly; provided that, to the extent such objections are not resolved prior to Closing, the Estimated Closing Balance Sheet delivered by the Company in accordance with this Section 2.7(a) shall control but shall be subject to adjustment after the Closing pursuant to this Section 2.7. (b) On or before the date that is sixty (60) calendar days following the Closing Date, Purchaser or its designee shall prepare, or cause to be prepared, and deliver to the Sellers a written statement (the “Purchaser Closing Statement”) setting forth (i) an unaudited consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Purchaser Closing Balance Sheet”), (ii) Purchaser’s calculation of (A) the Closing Working Capital (“Purchaser Closing Net Working Capital”), (B) the Closing Date Cash (“Purchaser Closing Cash”), (C) the Closing Date Indebtedness (the “Purchaser Closing Indebtedness”), and (D) the Transaction Expenses (the “Purchaser Closing Transaction Expenses”), and (iii) Purchaser’s calculation of the Final Adjustment Amount, together with any information that the Sellers have reasonably requested to verify the amounts reflected in the Purchaser Closing Statement. The Purchaser Closing Balance Sheet shall be prepared in accordance with GAAP, using the same accounting practices, policies and methodologies used in the preparation of the audited balance sheet of the Combined Companies for the fiscal year ended December 31, 2014 (except that such Purchaser Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Retained Assets and Retained Liabilities), on a basis and in a manner consistent with the preparation of the Estimated Closing Statement. (c) From the delivery of the Purchaser Closing Statement until the determination of Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness, and Final Closing Transaction Expenses in accordance with this Section 2.7(c), Purchaser will provide, and cause the Acquired Companies to provide, the Sellers with reasonable access (during normal business hours and upon reasonable prior notice) to (i) the books, records, facilities and employees of the Acquired Companies, and (ii) the financial information, as of the Closing Date, of the security deposits made Acquired Companies, in each case, to the extent reasonably necessary for the Sellers to evaluate the Purchaser Closing Statement. The Sellers may dispute the calculation of Purchaser Closing Net Working Capital, Purchaser Closing Cash, Purchaser Closing Indebtedness, or Purchaser Closing Transaction Expenses by Seller under those Leases notifying Purchaser of such disagreement in writing, setting forth in reasonable detail the items or amounts on the Purchaser Closing Statement that are disputed by the Sellers (a “Notice of Objection”), within thirty (30) days after Sellers’ receipt of the Purchaser Closing Statement. To the extent not set forth in the Notice of Objection, the Sellers shall be deemed to have agreed with Purchaser’s calculation of all other items and Contracts amounts contained in the Purchaser Closing Statement. In the event that the Sellers do not provide a Notice of Objection within such thirty (30) day period, the Sellers shall be deemed to have accepted the Purchaser Closing Statement delivered by Purchaser, and Purchaser’s calculation of Purchaser Closing Net Working Capital, Purchaser Closing Cash, Purchaser Closing Indebtedness, and Purchaser Closing Transaction Expenses set forth therein, which Buyer has agreed shall then be final, binding and conclusive for all purposes hereunder. In the event any Notice of Objection is timely provided, Purchaser and the Sellers shall use their commercially reasonable efforts for a period of thirty (30) calendar days (or such longer period as they may agree in writing) to assume after resolve in good faith any disagreements set forth in the Closing pursuant Notice of Objection. Items or amounts set forth in the Notice of Objection that are resolved in writing by Purchaser and the Sellers within such thirty (30) day period will be final, conclusive and binding on the Parties. If Purchaser and the Sellers are unable to Section 2.3 resolve such items or amounts in dispute (the “Unresolved Items”) by the end of such period, then, at any time thereafter, either the Sellers or Purchaser may, by written notice to the other Party, require that the Independent Accountants resolve the Unresolved Items. For the avoidance of doubt, the Independent Accountants shall only resolve the Unresolved Items and not any disagreements that have been resolved by the Parties. Purchaser and the Sellers shall instruct the Independent Accountants to determine as promptly as practicable, and in any event within thirty (30) days of the date on which such dispute is referred to the Independent Accountants, based solely on the provisions of this Agreement. Agreement and the written presentations by the Sellers and Purchaser, and not on an independent review, whether and to what extent (bif any) Buyer the calculations of Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, or Transaction Expenses require adjustment; provided, however, that in resolving any Unresolved Item, the Independent Accountants (A) may not assign a value to any item greater than the greatest value for such item claimed by Purchaser or the Sellers or less than the smallest value for such item claimed by either Purchaser or the Sellers and (B) may not take oral testimony from the Parties or any other Person. The fees and expenses of the Independent Accountants shall be given a credit allocated between the Purchaser, on one hand, and Sellers on the other hand, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by the Parties in the amount equal aggregate, as determined by the Independent Accountants. The determination of the Independent Accountants shall be set forth in a written statement delivered to the financial value (Sellers and Purchaser and shall be final, conclusive and binding on the Parties. At any time Purchaser and the Sellers may agree to settle any objections raised in the Notice of Objection, including any items or amounts submitted to the Independent Accountants, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such objection so resolved. The date on which Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses is finally determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be 2.7(c) is hereinafter referred to as the “Acquisition Adjustment AmountDetermination Date.” Anything in this Agreement to the contrary notwithstandingThe Closing Working Capital, the operating income to which ------------------ Buyer is entitled under the TBAClosing Date Cash, Closing Date Indebtedness, and the operating expenses required to be paid by Buyer under the TBATransaction Expenses, each as finally determined in accordance with this Section 2.7(c), shall not be taken into account in determining referred to as the Acquisition Adjustment Amount“Final Closing Net Working Capital,” “Final Closing Cash,” “Final Closing Indebtedness,” and “Final Closing Transaction Expenses,” respectively. (ed) Three If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then within five (35) business days prior Business Days after the Determination Date, Purchaser shall pay an amount in cash equal to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Final Adjustment Amount as of minus the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Estimated Adjustment Amount as of to the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing DateSellers, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyerpro rata in accordance with their respective Pro Rata Shares, Seller shall pay to Buyer by wire transfer of immediately available fundsfunds pursuant to instructions delivered by the Sellers at least two (2) Business Days prior to such payment. (e) If the Final Adjustment Amount is less than the Estimated Adjustment Amount, then within five (5) calendar days Business Days after such agreement is reachedthe Determination Date, (i) the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer Sellers shall pay or cause to Seller be paid to Purchaser within five (5) Business Days after the Determination Date (by wire transfer of immediately available fundsfunds pursuant to instructions delivered by Purchaser at least two (2) Business Days prior to such payment) an amount equal to the Estimated Adjustment Amount minus the Final Adjustment Amount (the “Deficit”) or (ii) if Purchaser elects to proceed against the Escrow Fund by written notice delivered to the Sellers within three (3) Business Days after the Determination Date, then Purchaser and the Sellers shall deliver joint written instructions to the Escrow Agent to release to Purchaser from the Escrow Fund an amount of cash equal to the Deficit. In the event Purchaser elects to proceed against the Escrow Fund pursuant to Section 2.7(e)(ii), if so requested by Purchaser by written notice to the Sellers, Sellers shall pay or cause to be paid into the Escrow Fund within five (5) calendar days Business Days after receipt of such agreement is reached, written request an amount equal to the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall applyDeficit. (f) If Seller The Parties agree and Buyer do not, within acknowledge that any payment pursuant to Section 2.7(d) or Section 2.7(e) above will be treated by the 30-day period specified in Section 4.3(eParties as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable Law. (g) Other than the Reorganization (which shall be given full effect), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation the Estimated Closing Statement and the Purchaser Closing Statement, the Sellers and Purchaser, respectively, shall disregard any and all effects on the assets and liabilities of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty Acquired Companies as a result of the transactions contemplated by this Agreement (30) calendar days from the date including any financing arrangements entered into by Purchaser or any of its engagement Affiliates in connection with the transactions contemplated by this Agreement) and upon completion any of the plans, transactions or charges which Purchaser intends to inform initiate or make or cause to be initiated or made after the parties in writing Closing with respect to the Acquired Companies or their business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyerassets or liabilities.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive prepare and deliver to Buyer, no later than five (5) Business Days prior to the Closing Date the following: (i) a credit for combined balance sheet of the unapplied portionDevices & Services Business, as of the Seller’s previous Monthly Period End (the “Estimated Closing DateBalance Sheet”), prepared by Seller in accordance with the Accounting Principles; (ii) a combined EBITDA and CAPEX statement for the Devices & Services Business, as of the security deposits made Seller’s previous Monthly Period End (the “Estimated Closing Cash Earnings”), prepared by Seller under those Leases and Contracts in accordance with the Accounting Principles; (iii) a detailed calculation by Seller of the Adjustment Amount (including the Net Cash Adjustment, Net Working Capital Adjustment, Cash Earnings Adjustment and Seller Transaction Expenses and the Exhibit O Adjustment Amount) as of the Seller’s previous Monthly Period End based on the Estimated Closing Balance Sheet and the Estimated Closing Cash Earnings (the “Estimated Adjustment Amount”) (an illustrative example of which Buyer has agreed is set forth on Exhibit A), together with such schedules and data as may be appropriate to assume after support such calculation; and (iv) a certificate of the chief executive officer or chief financial officer of Seller certifying that the Estimated Closing pursuant to Section 2.3 of this AgreementBalance Sheet, Estimated Closing Cash Earnings and Estimated Adjustment Amount have been prepared in accordance with the Accounting Principles. (b) In connection with Buyer’s review of the Estimated Closing Balance Sheet, Estimated Closing Cash Earnings and calculation of the Estimated Adjustment Amount, Buyer and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Seller or any of its Affiliates or any of their respective Representatives in connection with preparation of the Estimated Closing Balance Sheet, the Estimated Closing Cash Earnings and/or calculation of Estimated Adjustment Amount, and to finance personnel of Seller or any of its Affiliates and any other information which Buyer reasonably requests, and Seller shall, and shall cause its Subsidiaries and Representatives to, cooperate reasonably with Buyer and its Representatives in connection therewith. Buyer shall be given a credit in the amount equal to the financial value have until two (determined in accordance with generally accepted accounting principles consistently applied2) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services Business Days prior to the Closing Date to provide Seller any comments on the statement of the Estimated Adjustment Amount and the data and calculations set forth therein, which comments shall be considered by Seller in good faith (“and if revised by Seller in response to Buyer’s Trade Credit”)comments, and Seller the revised statement shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) statement of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000Adjustment Amount hereunder). (c) If consents to The Initial Purchase Price shall be (i) increased by the assignment to Seller absolute value of the Real Estate Leases listed on Schedule 4.3(c)Estimated Adjustment Amount if it is positive, have not ----------------- been obtained as or (ii) decreased by the absolute value of the Estimated Adjustment Amount if it is negative. (d) Within seventy-five (75) days following the Closing Date, Buyer shall deliver to Seller the following (collectively, the “Preliminary Adjustment Statement”): (i) a combined balance sheet of the Devices & Services Business as of the Closing (the “Preliminary Closing Balance Sheet”), prepared by Buyer in accordance with the Accounting Principles; (ii) a combined EBITDA and CAPEX statement for the Devices & Services Business as of the Closing (the “Preliminary Closing Cash Earnings”), prepared by Buyer and in accordance with the Accounting Principles; (iii) a detailed calculation by Buyer of the Adjustment Amount (including the Net Cash Adjustment, Net Working Capital Adjustment, and Cash Earnings Adjustment and the Exhibit O Adjustment Amount) as of the Closing based on the Preliminary Closing Balance Sheet and the Preliminary Closing Cash Earnings (the “Preliminary Adjustment Amount”), together with such schedules and data as may be given appropriate to support such calculation; and (iv) a creditcertificate of the chief executive officer or chief financial officer of Buyer certifying that the Preliminary Closing Balance Sheet and Preliminary Closing Cash Earnings have been prepared in accordance with the Accounting Principles; and (e) Seller shall have sixty (60) days following receipt of the Preliminary Adjustment Statement to review the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and the calculation of Preliminary Adjustment Amount and to notify Buyer in writing of any dispute regarding the amount of the Preliminary Adjustment Amount set forth on the Preliminary Adjustment Statement (the “Dispute Notice”), specifying the reasons therefor in reasonable detail. If no Dispute Notice is delivered by Seller within such sixty (60) day review period or if Seller delivers a written acceptance of the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and the Preliminary Adjustment Amount during such sixty (60) day period, then such Preliminary Closing Balance Sheet, Preliminary Closing Cash Earnings and Preliminary Adjustment Amount shall be (i) conclusive and binding on the parties in all respects and (ii) final and non-appealable for all purposes hereunder, as of the end of the sixty (60) day review period or the date of receipt by Buyer of such written acceptance, as applicable. Any item set forth in the Preliminary Closing DateBalance Sheet, the Preliminary Closing Cash Earnings or the calculation of One Million Five Hundred Thousand Dollars Preliminary Adjustment Amount and not specifically objected to by Seller within such sixty ($1,500,000.00)60) day period shall be deemed (i) conclusive and binding on the parties in all respects and (ii) final and non-appealable for all purposes hereunder. (df) Anything In connection with Seller’s review, Seller and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Buyer, the Transferred Subsidiaries or any of their Affiliates, or any of their respective Representatives in this Agreement connection with preparation of the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and/or its calculation of Preliminary Adjustment Amount, and to finance personnel of Buyer, the Transferred Subsidiaries or any of their Affiliates and any other information which Seller reasonably requests, and Buyer shall, and shall cause the Transferred Subsidiaries and its other Affiliates to, cooperate reasonably with Seller and its Representatives in connection therewith. (g) If Seller delivers a Dispute Notice to Buyer, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the contrary notwithstandingPreliminary Closing Balance Sheet, all operating income Preliminary Closing Cash Earnings and expenses of the Stations Preliminary Adjustment Amount shall be further adjusted made as agreed upon by Buyer and allocated between Seller. If Buyer and Seller are unable to resolve any such dispute within twenty (20) Business Days (or such longer period as Buyer and Buyer Seller shall mutually agree in writing) of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and such determination by the Independent Accounting Firm shall be (x) conclusive and binding on the parties in all respects and (y) final and non-appealable for all purposes hereunder; provided, however, that such determination may be reviewed, corrected or set aside by a court of competent jurisdiction, but only if and to the extent necessary that the Independent Accounting Firm is found by such court of competent jurisdiction to effect have made mathematical errors with respect to its ruling or failed to follow the principle provisions of this Agreement; provided, further, that all such income (i) the Independent Accounting Firm may consider only those items and amounts (and related items and amounts) as to which Buyer and Seller have disagreed within the time periods and on the terms specified above, (ii) the Independent Accounting Firm shall be bound by the provisions of this Section 2.10(g) and (iii) the Independent Accounting Firm’s determination of the Preliminary Adjustment Amount may neither be less than the lower, nor more than the higher, of Buyer’s and Seller’s respective calculations of the Preliminary Adjustment Amount. Any expenses attributable relating to the operation engagement of the Stations on and after the Closing Date shall be for the account Independent Accounting Firm in respect of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price its services pursuant to this Section 4.3 2.10(g) shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything borne by Buyer and Seller in this Agreement a manner that is inversely proportionate to the contrary notwithstanding, relative difference between the operating income to which ------------------ calculation of Preliminary Adjustment Amount proposed by each of Buyer is entitled under the TBA, and Seller and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Preliminary Adjustment Amount as of finally determined by the Closing Date (the "Preliminary Acquisition Adjustment Report")Independent Accounting Firm. Thereafter, Seller and Buyer The Independent Accounting Firm shall -------------------------------------------- have thirty (30) calendar days after the Closing Date be instructed to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek use commercially reasonable efforts to reach agreement on the make its final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached determination within thirty (30) calendar days after of submission by the Closing Dateparties hereto of the dispute to it and, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyerin any case, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days as promptly as practicable after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed itemssubmission. Buyer and Seller shall each inform furnish the Acquisition ----------------- Arbitrating Independent Accounting Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, (such work papers and each shall make readily available other documents and information relating to the Acquisition Arbitrating disputed issues as the Independent Accounting Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition shall request). The Preliminary Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty , (30i) calendar days from the date of its engagement and upon completion to inform the parties if deemed final in writing of its own determination of the Acquisition Adjustment Amount. Any determination accordance with Section 2.10(d), as originally submitted by the Acquisition Arbitrating Firm Buyer, or (ii) if a Dispute Notice has been timely delivered by Seller in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f2.10(g). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers , as determined pursuant to the parties its written determination resolution of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid such dispute in accordance with the provisions of this Section 4.3(e2.10(g). The costs and fees of the Acquisition Arbitrating Firm , shall be borne one-half by Seller and one-half by Buyerthe “Final Adjustment Amount”.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more No later than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business five days prior to the Closing Date, the Seller shall provide Buyer with will cause to be delivered to the Purchaser a statement setting which sets forth a detailed computation of the Seller's reasonable and good faith estimate of Net Working Capital as at immediately prior to the Acquisition Adjustment Amount Effective Time (the "Estimated Closing Working Capital"). (b) With respect to the Purchase Price payable at Closing, the calculation of Closing Working Capital in Section 2.2(b) shall be made on the basis of, as applicable: (i) the amount (if any) by which the Estimated Closing Working Capital exceeds the Working Capital Target; or (ii) the amount (if any) by which the Working Capital Target exceeds the Estimated Closing Working Capital. (c) Within 30 Business Days after the Closing Date (or such other date as is mutually agreed to by the Seller and the Purchaser in writing), the Seller will deliver to the Purchaser a statement, prepared using the same accounting methods, policies, practices, and procedures as were used in the preparation of the balance sheet and income statement of the Acquired Corporation showing the calculation of the Purchase Price as of the Closing Date (the "Preliminary Acquisition Adjustment ReportFinal Closing Statement") together with reasonably detailed documentation to support the calculations contained therein, which sets forth, among other matters, the Seller's calculation of the Net Working Capital as at immediately prior to the Effective Time (the "Closing Working Capital"). (d) The Purchaser will permit the Seller and its Representatives reasonable access to all relevant Books and Records of the Acquired Corporation necessary or desirable to permit the Seller and its Representatives to prepare, verify, and assess the Final Closing Statement. (e) Within 15 Business Days after receipt of the Final Closing Statement, the Purchaser will notify the Seller in writing (such writing, an "Objection Notice") if the Purchaser believes that there were any inaccuracies in the preparation of the Final Closing Statement that require an adjustment of the Purchase Price, as calculated based on the information contained in the Final Closing Statement (subject to the Holdback Amount pursuant to Section 2.4 and as adjusted pursuant to this Section 2.10, the "Final Purchase Price"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after The Objection Notice must set forth the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as Purchaser's calculation of the Closing DateFinal Purchase Price correcting for any inaccuracies and differences contained therein and must contain reasonably detailed documentation to support the calculations contained in the Objection Notice. If an agreement Objection Notice is reached timely made, within thirty (30two Business Days of the date of such Objection Notice, the Seller or the Purchaser, as applicable pursuant to Section 2.10(h) calendar days after of this Agreement, shall effect the transfer of an amount in cash in immediately available funds as may be necessary to reflect the undisputed portion of the changes in the Purchase Price in the Final Closing DateStatement, then if the Acquisition Adjustment Amount reflected together with interest thereon computed at 5.0% per annum on the Preliminary Acquisition Adjustment Report is basis of a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount365-day year. If agreement no Objection Notice is not reached within received on or before the last day of such 30-day 15 Business Day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available Final Closing Statement delivered to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) Seller shall be final and binding on the parties for purposes Parties. (f) The calculation of this Section 4.3(f). Within five the Final Purchase Price shall be made on the basis of, as applicable: (5i) calendar days after the Acquisition Arbitrating Firm delivers amount (if any) by which the Closing Working Capital exceeds the Estimated Closing Working Capital; or (ii) the amount (if any) by which the Estimated Closing Working Capital exceeds the Closing Working Capital. (g) If the Purchaser and the Seller are unable to resolve all of their disagreements with respect to the parties Final Purchase Price and the Final Closing Statement within 20 Business Days following the Purchaser's receipt of the Objection Notice, the Purchaser and the Seller shall promptly appoint Gxxxx Xxxxxxxx LLP, at its office in Toronto, Ontario, or some other accountant as may be mutually agreed to in writing by the Purchaser and the Seller (the "Independent Accountant") to determine whether and to what extent the Final Purchase Price requires adjustment based only on the remaining disagreements submitted to such firm. The Independent Accountant shall be instructed to deliver a written determination to the Purchaser and the Seller resolving the disputed items within 10 Business Days of engagement, to the extent reasonably practicable. The determination of the Acquisition Adjustment AmountIndependent Accountant shall be final and binding on the Parties hereto and their respective Affiliates. In the event that the Independent Accountant's determination is that the Seller is to provide an adjustment in favour of the Purchaser of $5,000 or greater, the Acquisition Adjustment Amount fees and disbursements of the Independent Accountant shall be paid by the Seller; otherwise, the fees and disbursements of the Independent Accountant shall be paid by the Purchaser. The Purchaser and the Seller shall make readily available to such firm all relevant Books and Records and any work papers (including those of the Parties' respective accountants, to the extent permitted by such accountants) relating to the Final Closing Statement, the Closing Working Capital, and all other items reasonably requested by the Independent Accountant. (h) After the Final Closing Statement has become final and binding on the Parties, the Purchaser will promptly pay to the Seller (if positive), and the Seller will promptly pay to the Purchaser the absolute value (if negative), of: (i) the Final Purchase Price; minus (ii) the Purchase Price paid at Closing; minus (if paid in accordance with Section 2.10(e) by the provisions Purchaser) or plus (if paid in accordance with Section 2.10(e) by the Seller) (iii) if applicable, the amount of any changes in the Purchase Price paid in accordance with this Section 4.3(e2.10, if any (the absolute value of such formula being referred to herein as the "Correction Amount"). The costs , in cash, in immediately available funds to an account designated by the Seller or the Purchaser, respectively; plus (iv) a payment of interest on such Correction Amount for the period from and fees including the Closing Date to but excluding the date of payment of such Correction Amount at a rate of 5.0% per annum on the Acquisition Arbitrating Firm shall be borne onebasis of a 365-half by Seller and one-half by Buyerday year.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases The parties acknowledge that Acquired Company should have sufficient funds to pay (i) Acquired Company's payrolls and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle payroll tax liabilities that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount are due as of the Closing Date ("Current Payroll") and (ii) checks and/or debits of Acquired Company issued and outstanding on the Closing Date ("Preliminary Acquisition Adjustment ReportFloat"). ThereafterAccordingly, Seller in the event that Acquired Company has funds on the Closing Date in excess the amount required to pay Acquired Company's Current Payroll and Buyer Float, then an amount equal to the difference between Acquired Company's cash position on the Closing Date, on the one hand, and Acquired Company's Current Payroll and Float, on the other hand, shall -------------------------------------------- have thirty (30) calendar days after be added to the next succeeding payment to the Shareholders pursuant to the Epixtar Note. However, in the event that Acquired Company has insufficient funds on the Closing Date to review pay Acquired Company's Current Payroll and Float, then an amount equal to the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement difference between Acquired Company's cash position on the final Acquisition Adjustment Amount as of the Closing Date, on the one hand, and Acquired Company's Current Payroll and Float, on the other hand, shall be deducted from the next succeeding payment to the Shareholders pursuant to the Epixtar Note (collectively, the "Post Closing Adjustment"). (b) Before taking any steps to make the Post Closing Adjustment, Epixtar shall prepare a statement detailing the Post Closing Adjustment. If an agreement is reached at least two (2) of the Shareholders object to Epixtar in writing within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer date of immediately available funds, within five (5) calendar days after receipt of such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day periodstatement, then the dispute resolutions of Post Closing Adjustment shall be determined by Arbitration (as hereinafter defined) pursuant to Section 4.3(f) shall apply. (f) 7.1 hereof. If Seller and Buyer do notthere is no such objection, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each Epixtar shall make readily available such Post Closing Adjustment to the Acquisition Arbitrating Firm any books and records and work papers relevant next succeeding payment pursuant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by BuyerEpixtar Note.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more Not less than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days two Business Days prior to the Closing Date, Seller shall provide will deliver to Buyer with the Target Working Capital Statement and a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount Adjusted Working Capital as of the Closing Date (the "Preliminary Acquisition Adjustment Report"“Estimated Working Capital”) and submit to Buyer a written statement (the “Estimated Working Capital Statement”) setting forth, in reasonable detail, Seller’s calculation of the Estimated Working Capital. The Estimated Working Capital Statement shall be prepared in accordance with GAAP as adjusted, and in a manner consistent with, the policies and principles set forth on Exhibit A. If (i) the Estimated Working Capital is greater than one hundred five percent (105%) of Target Working Capital (the “High Target Working Capital”). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Purchase Price payable at the Closing Date to review will be increased by the Preliminary Acquisition Adjustment Report difference between the Estimated Working Capital and the related books High Target Working Capital, (ii) the Estimated Working Capital is less than ninety five percent (95%) of Target Working Capital (the “Low Target Working Capital”), the Purchase Price payable at the Closing will be decreased by the difference between the Estimated Working Capital and records of Sellerthe Low Target Working Capital and (iii) the Estimated Working Capital is less than or equal to the High Target Working Capital but greater than or equal to the Low Target Working Capital, and Buyer and Seller the Purchase Price payable at Closing will in good faith seek not be adjusted pursuant to reach agreement on the final Acquisition Adjustment Amount as of this Section 2.3(a). (b) Promptly following the Closing Date. If an agreement is reached within thirty , but in no event later than forty-five (3045) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay provide to Buyer by wire transfer the proposed Adjusted Working Capital of immediately available funds, within five (5) calendar days after such agreement is reached, the amount Seller as of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer Closing Date (the “Acquisition Arbitrating Firm"Proposed Final Working Capital”) and submit to Buyer a written statement (the “Closing Date Statement”) setting forth, in reasonable detail, Seller’s calculation thereof. The Closing Date Statement shall resolve be prepared in accordance with GAAP as adjusted, and in a manner consistent with, the disputed itemspolicies and principles set forth on Exhibit A. The Closing Date Statement shall clearly identify all differences between the Proposed Final Working Capital and the Estimated Working Capital and shall include a reasonably detailed explanation of the basis for each such difference. Buyer shall fully cooperate with and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Reportassist, and each shall make readily available cause the Company and its employees and agents to fully cooperate with and assist Seller and its employees and representatives in its preparation of the Closing Date Statement and shall provide Seller and its employees and representatives access at all reasonable times to the Acquisition Arbitrating Firm any books and personnel, properties, books, records and work papers relevant of Buyer and the Company for such purpose and for the other purposes set forth in this Section 2.3, in each case without cost to Seller. (c) In the preparation of such firm's computation event Buyer disputes the correctness of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm Proposed Final Working Capital, Buyer shall be instructed to complete notify Seller in writing of its analysis objections within thirty (30) calendar days from after receipt of the date of its engagement Closing Date Statement and upon completion to inform the parties shall set forth, in writing and in reasonable detail, the reasons for Buyer’s objections. If Buyer fails to deliver its notice of its own determination objections within thirty (30) days after receipt of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) Closing Date Statement, Buyer shall be final deemed to have accepted Seller’s calculation. Seller and binding on the parties for purposes of this Section 4.3(f). Within five Buyer shall endeavor in good faith to resolve any disputed matters within fifteen (515) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination receipt of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.’s notice of

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive No later than the 10th Business Day following May 31, 2007 (the "DETERMINATION DATE"), Buyer will prepare and deliver to the Sellers a credit for the unapplied portion, as statement of Working Capital of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount Business as of the Closing Date (the "Preliminary Acquisition Adjustment ReportCLOSING STATEMENT OF WORKING CAPITAL"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after a statement of the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount Excluded Receivables as of the Closing Date (the "CLOSING STATEMENT OF EXCLUDED RECEIVABLES") and a balance sheet of the Business as of the Closing Date (the "CLOSING DATE BALANCE SHEET", and together with the Closing Statement of Working Capital and the Closing Statement of Excluded Receivables, the "CLOSING STATEMENTS"). Parent and its accountant, in the name and on behalf of Sellers, will have the right to participate in the preparation of the Closing Statements, including by having the right to consult with Buyer concerning the method of presentation and formulation of the Closing Statements, and Buyer will consider in good faith the comments of Parent with respect thereto; PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, but without in any way limiting or affecting Sellers' or Parent's right to object as provided in Section 3.3(c), Buyer will have sole and final control over the preparation of and amounts set forth in the Closing Statements to be delivered to Sellers as provided in the first sentence of this Section 3.3(a). The Closing Date Balance Sheet will consist of the assets and liabilities transferred to Buyer pursuant to this Agreement. The Closing Statement of Working Capital will be derived from the Closing Date Balance Sheet, present Closing Date Working Capital in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3, be presented in substantially the form of SCHEDULE 3.3 and include only those assets and liabilities transferred to Buyer hereunder. The Closing Statement of Working Capital and Closing Date Balance Sheet will be prepared in accordance with Mexican FIS and the accounting principles used in the preparation of the Financial Statements and Interim Statements, including those set forth on SCHEDULE 3.3, applied on a basis consistent with the preparation of the Financial Statements and Interim Statements except as otherwise provided on SCHEDULE 3.3, and in accordance with any other methodologies set forth on SCHEDULE 3.3. The Closing Statement of Excluded Receivables will present Closing Date Excluded Receivables in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3 and be prepared in accordance with Mexican FIS and the accounting principles used in the preparation of the Financial Statements and the Interim Financial Statements on a basis consistent with the preparation of the Financial Statements and the Interim Financial Statements and otherwise consistent with the calculation of the Closing Excluded Net Receivables in accordance with Section 3.2(a). All calculations under this Section 3.3 will be in Mexican pesos and converted to United States dollars as of the Closing Date based upon the average of the noon buying rates in New York City for cable transfers payable in Mexican pesos, as certified by the Federal Reserve Bank of New York for customs purposes, for each of the 20 Business Days immediately preceding the Closing Date. If an agreement is reached within thirty . (30b) calendar Parent will notify Buyer in writing of any objection to the calculation of the Closing Statement of Working Capital, the Closing Statement of Excluded Receivables or the Closing Date Balance Sheet no later than 30 days after Buyer's delivery of the Closing Statements to Parent. Such notice of objection will specify in reasonable detail such items that Parent believes are not calculated properly and the reasons therefor. Buyer and Parent will negotiate in good faith to resolve such disputed items. In the event that Buyer and Parent shall not have resolved all such items in writing within 30 days after such notice of objection, such parties will forthwith jointly submit all unresolved disputed items to the Mexican affiliate of KPMG International or, if the Mexican affiliate of KPMG International is not willing or able to undertake such engagement, the Mexican affiliate of Ernst & Young, or, if the Mexican affiliate of Ernst & Young is not willing or able to undertake such engagement, a mutually acceptable internationally recognized firm of independent public accountants that has no current (or, within the two years prior to the Closing Date, then if past) material audit relationship with any party hereto) (the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds"ACCOUNTANT") for resolution. The Accountant will, within five (5) calendar 30 days after such agreement is reachedsubmission, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is make a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm those disputed items in accordance with this Section 4.3(f) shall Agreement. The decision of the Accountant will be final delivered in a written report addressed to Buyer and Parent and will be binding on and conclusive upon the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e)hereto. The costs and fees of the Acquisition Arbitrating Firm shall Accountant will be borne one-half by Seller Buyer and one-half by BuyerParent. (c) The Working Capital set forth in the Closing Statement of Working Capital (as adjusted, if a proper notice of objection is received in accordance with Section 3.3(b), by the written agreement of Parent and Buyer and/or the written report prepared by the Accountant in accordance with Section 3.3(b)) is referred to as the "CLOSING DATE WORKING CAPITAL", and the Excluded Receivables set forth in the Closing Statement of Excluded Receivables (as adjusted, if a proper notice of objection is received in accordance with Section 3.3(b), by the written agreement of Parent and Buyer and/or the written report prepared by the Accountant in accordance with Section 3.3(b)) is referred to as the "CLOSING DATE EXCLUDED RECEIVABLES." (i) If the Closing Date Working Capital is less than the difference between (i) the Target Working Capital and (ii) 5,000,000 Mexican pesos, the Initial Purchase Price will be reduced by the aggregate amount of the difference between the Target Working Capital and the Closing Date Working Capital. If the Closing Date Working Capital is greater than the sum of (i) the Target Working Capital and (ii) 5,000,000 Mexican pesos, the Initial Purchase Price will be increased by the aggregate amount of the difference between the Closing Date Working Capital and the Target Working Capital. If the Closing Date Working Capital is at least equal to the difference between (i) the Target Working Capital and (ii) 5,000,000 Mexican pesos but less than or equal to the sum of (A) the Target Working Capital and (B) 5,000,000 Mexican pesos, the Initial Purchase Price will not be adjusted pursuant to this Section 3.3(d)(i). (ii) If the Closing Date Excluded Receivables is less than the Closing Excluded Net Receivables, the Initial Purchase Price will be increased by the aggregate amount of the difference between the Closing Excluded Net Receivables and the Closing Date Excluded Receivables. If the Closing Date Excluded Receivables is greater than the Closing Excluded Net Receivables, the Initial Purchase Price will be reduced by the aggregate amount of the difference between the Closing Date Excluded Receivables and the Closing Excluded Net Receivables. If the Closing Date Excluded Receivables is equal to the Closing Excluded Net Receivables, the Initial Purchase Price will not be adjusted pursuant to this Section 3.3(d)(ii). (iii) The aggregate amount of the reduction to the Initial Purchase Price in accordance with this Section 3.3(d) (taking into account the net effect of any increases or reductions in the Initial Purchase Price pursuant to Section 3.3(d)(i) and Section 3.3(d)(ii)), if any, is referred to herein as the "SHORTFALL", and the aggregate amount of the increase in the Initial Purchase Price in accordance with this Section 3.3(d), if any, is referred to as the "OVERAGE". (e) Notwithstanding the foregoing: (i) if the Initial Purchase Price is reduced as provided in Section 3.3(d), then (A) if the Shortfall is less than or equal to the Receivables Holdback, Buyer will (1) pay Parent, on behalf of Sellers, an amount equal to the difference, if any, between the Receivables Holdback and the Shortfall and (2) retain from the Receivables Holdback an amount, if any, equal to the difference between the Receivables Holdback and the amount referred to in the immediately preceding clause (1); and (B) if the Shortfall is greater than the Receivables Holdback, Buyer will (1) retain the Receivables Holdback and (2) Parent, on behalf of Sellers, will pay Buyer an amount equal to the difference between the Shortfall and the Receivables Holdback; and (ii) if the Initial Purchase Price is increased or if there is no adjustment to the Initial Purchase Price, in each case, as provided in Section

Purchase Price Adjustment. (a) Not more than five (5) Business Days, but in no event less than three (3) Business Days, before the Closing Date, Seller shall deliver to Purchaser: (i) an estimated unaudited combined balance sheet of the Companies as of the close of business on the Closing Date prepared on a basis consistent with the template attached as Schedule 2.6(a) and including only those assets and liabilities listed on Schedule 2.6(a) (the “Estimated Adjusted Closing Balance Sheet”); (ii) a statement (the “Estimated Adjustment Statement” and, together with the Estimated Adjusted Closing Balance Sheet, the “Estimated Financial Statements”) setting forth Seller’s good faith estimate of: (A) the Adjusted Aggregate Net Indebtedness (such estimated amount, the “Estimated Adjusted Aggregate Net Indebtedness”); (B) the Adjusted Net Working Capital (such estimated amount, the “Estimated Adjusted Net Working Capital”); (C) the amount of the Adjustment Liabilities (such estimated amount, the “Estimated Adjustment Liabilities”); (D) the Seller Outstanding Checks (such estimated amount, the “Estimated Seller Outstanding Checks”); and (E) the Accrued Bonus Amount (such estimated amount, the “Estimated Accrued Bonus Amount”); in each case as of the close of business on the Closing Date, with such amounts being derived from the Estimated Adjusted Closing Balance Sheet or determined as contemplated by Exhibit C, accompanied by a statement showing in reasonable detail how such good faith estimate was determined. The Estimated Adjustment Statement shall be prepared in accordance with Seller Accounting Principles and, with respect to the Adjusted Net Working Capital, the Adjusted Net Working Capital Example. If there is an inconsistency between Seller Accounting Principles and the definitions of Adjusted Aggregate Net Indebtedness, Adjusted Net Working Capital, Adjustment Liabilities, Seller Outstanding Checks and Accrued Bonus Amount, the terms set forth in such definitions shall control. If there is an inconsistency between Seller Accounting Principles and the Adjusted Net Working Capital Example, the Adjusted Net Working Capital Example shall control. Contemporaneously with the delivery of the Estimated Adjustment Statement, Seller shall also deliver to Purchaser copies of supporting calculations that Seller used in preparing the Estimated Adjustment Statement. (b) The Base Purchase Price shall be adjusted subject to adjustment, without duplication, on the Closing Date as follows: -------------------------: (ai) If the Estimated Adjusted Aggregate Net Indebtedness is less than U.S.$34,000,000, the Base Purchase Price shall be increased by an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness is less than U.S.$34,000,000. If the Estimated Adjusted Aggregate Net Indebtedness is greater than U.S.$34,000,000, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds U.S.$34,000,000. (ii) If the Estimated Adjusted Net Working Capital is less than the Target Adjusted Net Working Capital, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Target Adjusted Net Working Capital exceeds the Estimated Adjusted Net Working Capital. If the Estimated Adjusted Net Working Capital is greater than the Target Adjusted Net Working Capital, the Base Purchase Price shall be increased by an amount equal to the amount by which the Estimated Adjusted Net Working Capital exceeds the Target Adjusted Net Working Capital. (iii) If the Estimated Adjustment Liabilities are greater than U.S.$231,000,000, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Estimated Adjustment Liabilities exceed U.S.$231,000,000 less the amount of any Tax Benefit associated with such excess. If the Estimated Adjustment Liabilities are less than U.S.$231,000,000, the Base Purchase Price shall be increased by an amount equal to the amount by which U.S.$231,000,000 exceeds the Estimated Adjustment Liabilities less the amount of any Tax Benefit associated with such excess. (iv) The Base Purchase Price shall be increased by the Estimated Seller Outstanding Checks. (v) The Base Purchase Price shall be decreased by the amount of the Estimated Accrued Bonus Amount less the amount of any Tax Benefit associated with such Estimated Accrued Bonus Amount. (c) Within one hundred and twenty (120) days after the Closing Date, Purchaser shall prepare and deliver to Seller: (i) an unaudited combined balance sheet of the Companies as of the close of business on the Closing Date (the “Closing Balance Sheet”); and (ii) a statement (the “Closing Adjustment Statement” and, together with the Closing Balance Sheet, the “Closing Date Financial Statements”) setting forth: (A) the Adjusted Aggregate Net Indebtedness; (B) the Adjusted Net Working Capital; (C) the Adjustment Liabilities; (D) the Seller Outstanding Checks; and (E) the Accrued Bonus Amount; in each case as of the close of business on the Closing Date, with such amounts being derived from the Closing Balance Sheet and accompanied by a statement showing in reasonable detail how such amount was determined. The Closing Date Financial Statements shall be prepared in accordance with Seller Accounting Principles and, with respect to the Adjusted Net Working Capital, the Adjusted Net Working Capital Example. If there is an inconsistency between Seller Accounting Principles and the definitions of Adjusted Aggregate Net Indebtedness, Adjusted Net Working Capital, Adjustment Liabilities, Seller Outstanding Checks and Accrued Bonus Amount, the terms set forth in such definitions shall control. If there is an inconsistency between Seller Accounting Principles and the Adjusted Net Working Capital Example, the Adjusted Net Working Capital Example shall control. Contemporaneously with the delivery of the Closing Date Financial Statements, Purchaser shall also deliver to Seller (subject to the confidentiality obligations of Section 6.4 (Publicity)) copies of the supporting calculations that Purchaser used in preparing the Closing Date Financial Statements. (d) In the event that Seller either (i) has no objections to the Closing Date Financial Statements as prepared by Purchaser and does not deliver a Dispute Notice to Purchaser prior to the expiration of the Objection Deadline, or (ii) Seller otherwise fails to deliver a Dispute Notice to Purchaser prior to the expiration of the Objection Deadline then, upon expiration of the Objection Deadline, the Closing Date Financial Statements prepared by Purchaser, including the Adjusted Aggregate Net Indebtedness, the Adjusted Net Working Capital, the Adjustment Liabilities, Seller Outstanding Checks and the Accrued Bonus Amount (all such items, the “Closing Adjustment Items”) set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of the Parties. In the event that Seller disputes the amount of any of the Closing Adjustment Items as set forth in the Closing Date Financial Statements, Seller shall, on or prior to the date that is forty-five (45) days following the date on which Purchaser delivers the Closing Date Financial Statements to Seller (the “Objection Deadline”), prepare and deliver to Purchaser a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify with reasonable specificity, and provide a reasonably detailed explanation of, the basis upon which Seller has delivered such Dispute Notice, including the applicable provisions of this Agreement on which the dispute set forth in such Dispute Notice is based, and (ii) set forth the amount of each of the Closing Adjustment Items that Seller believe existed as of the close of business on the Closing Date, together with supporting documents and information that Seller has utilized in connection with making such determinations and calculations. (e) In the event Seller timely delivers a Dispute Notice to Purchaser in accordance with the terms hereof, Purchaser and Seller shall in good faith attempt to reconcile their differences and specify any resolution in writing. Any definitive written resolution by Purchaser and Seller as to any such disputes shall be final, binding and conclusive on all of the Parties. If Purchaser and Seller are unable to resolve any such dispute within thirty (30) days after Purchaser’s receipt of the Dispute Notice from Seller, either Purchaser or Seller may submit the items remaining in dispute for resolution to Ernst & Young Global Limited or another independent accounting firm mutually acceptable to Purchaser and Seller (the “Independent Accounting Firm”). Upon the selection of the Independent Accounting Firm, and in any event within fifteen (15) Business Days following such selection, Purchaser and Seller shall submit to such Independent Accounting Firm (and the other Party) documentary materials and analyses that Purchaser or Seller, as the case may be, believes support its respective position relating to the disputed matters set forth in the Dispute Notice, but excluding any work papers of independent certified public accountants. The Independent Accounting Firm shall, within forty-five (45) Business Days after receipt of all such submissions by Purchaser and Seller, make a determination in accordance with standards provided herein and deliver to Purchaser and Seller a written report (the “Final Report”) containing such Independent Accounting Firm’s determination of the disputed matters that were so submitted to it (and only such matters). In resolving any matter specified in a Dispute Notice, the Independent Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The determinations of the Independent Accounting Firm that are contained in the Final Report shall be final, binding and conclusive on all of the Parties. The fees and disbursements of the Independent Accounting Firm shall be paid by Seller in the same proportion that the aggregate amount of the remaining disputed items so submitted to the Independent Accounting Firm that are unsuccessfully disputed by Seller (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted, and the balance shall be paid by Purchaser. (f) No later than five (5) Business Days following the Determination Date, Seller or Purchaser (or applicable Purchaser Designee, who shall be caused by Purchaser to make the relevant payment), as the case may be, shall make the following payments, after netting, without duplication, against each other all payments required to be made by Seller and/or Purchaser (or the applicable Purchaser Designee), as the case may be, pursuant to clauses (i) through (xii) immediately below, with all such payments being made to the applicable Person(s) via wire transfer of immediately available funds to the account or accounts designated in writing by the Person(s) entitled to receive such payment: (i) if the Estimated Adjusted Aggregate Net Indebtedness is a credit negative amount and is less than the Final Adjusted Aggregate Net Indebtedness, Seller shall pay to Purchaser an amount equal to the amount by which the Final Adjusted Aggregate Net Indebtedness exceeds the Estimated Adjusted Aggregate Net Indebtedness; for example, if the unapplied portionEstimated Adjusted Aggregate Net Indebtedness is (U.S.$20) and the Final Adjusted Aggregate Net Indebtedness is (U.S.$10), Seller pays Purchaser U.S.$10; (ii) if the Estimated Adjusted Aggregate Net Indebtedness is a negative number and is greater than the Final Adjusted Aggregate Net Indebtedness, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds the Final Adjusted Aggregate Net Indebtedness; for example, if the Estimated Adjusted Aggregate Net Indebtedness is (U.S.$20) and the Final Adjusted Aggregate Net Indebtedness is (U.S.$30), Purchaser pays Seller U.S.$10; (iii) if the Estimated Adjusted Aggregate Net Indebtedness is a positive number and is less than the Final Adjusted Aggregate Net Indebtedness, Seller shall pay to Purchaser an amount equal to the amount by which the Final Adjusted Aggregate Net Indebtedness exceeds the Estimated Adjusted Aggregate Net Indebtedness; for example, if the Estimated Adjusted Aggregate Net Indebtedness is U.S.$20 and the Final Adjusted Aggregate Net Indebtedness is U.S.$30, Seller pays Purchaser U.S.$10; (iv) if the Estimated Adjusted Aggregate Net Indebtedness is a positive number and is greater than the Final Adjusted Aggregate Net Indebtedness, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds the Final Adjusted Aggregate Net Indebtedness; for example, if the Estimated Adjusted Aggregate Net Indebtedness is U.S.$30 and the Final Adjusted Aggregate Net Indebtedness is U.S.$20, Purchaser pays Seller U.S.$10; (v) if the Estimated Adjusted Net Working Capital is less than the Final Adjusted Net Working Capital, Purchaser shall pay to Seller an amount equal to the amount by which the Final Adjusted Net Working Capital exceeds the Estimated Adjusted Net Working Capital; (vi) if the Estimated Adjusted Net Working Capital is greater than the Final Adjusted Net Working Capital, Seller shall pay to Purchaser an amount equal to the amount by which the Estimated Adjusted Net Working Capital exceeds the Final Adjusted Net Working Capital; (vii) if the Estimated Adjustment Liabilities are less than the Final Adjustment Liabilities, Seller shall pay to Purchaser an amount equal to the amount by which the Final Adjustment Liabilities exceed the Estimated Adjustment Liabilities less the amount of any Tax Benefit associated with such excess; (viii) if the Estimated Adjustment Liabilities are greater than the Final Adjustment Liabilities, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjustment Liabilities exceed the Final Adjustment Liabilities less the amount of any Tax Benefit associated with such excess; (ix) if the Estimated Seller Outstanding Checks is less than the Final Seller Outstanding Checks, Purchaser shall pay to Seller an amount equal to the amount by which the Final Seller Outstanding Checks exceeds the Estimated Seller Outstanding Checks; (x) if the Estimated Seller Outstanding Checks is greater than the Final Seller Outstanding Checks, Seller shall pay to Purchaser an amount equal to the amount by which the Estimated Seller Outstanding Checks exceeds the Final Seller Outstanding Checks; (xi) if the Estimated Accrued Bonus Amount is less than the Final Accrued Bonus Amount, Seller shall pay to Purchaser an amount equal to the amount by which the Final Accrued Bonus Amount exceeds the Estimated Accrued Bonus Amount less the amount of any Tax Benefit associated with such excess; and (xii) if the Estimated Accrued Bonus Amount is greater than the Final Accrued Bonus Amount, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Accrued Bonus Amount exceeds the Final Accrued Bonus Amount less the amount of any Tax Benefit associated with such excess. (g) Any amount payable pursuant to Section 2.6(f) shall bear simple interest at the Applicable Rate determined as of the Closing Date, to accrue daily on the basis of a 365-day year, calculated for the security deposits made by Seller under those Leases actual number of days elapsed from (and Contracts which Buyer has agreed to assume after including) the Closing Date through (but excluding) the date of payment. Such interest payment shall be payable together with the amount payable pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,0002.6(f). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive In order finally to determine the Purchase Price, the Closing Payment will be increased or decreased, as the case may be, by the amount, if any, by which the Adjustment Amount and Indebtedness, each as finally determined in accordance with this Section 1.3, differ (on a credit for combined basis) from the unapplied portionamounts thereof reflected in the Estimated Purchase Price Adjustment Amount. For purposes of this Agreement, (x) the adjustment referred to in the immediately preceding sentence will be finally calculated on a net basis and (y) all determinations of the actual amounts thereof (the "Actual Purchase Price Adjustment Amount") will be determined by reference to the amounts thereof required to be shown, with respect to Indebtedness, on a consolidated balance sheet as of the Closing Date, opening of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after business on the Closing pursuant Date and, with respect to Net Cash Flow, on a consolidated statement of cash flows for the period from and including November 2, 1997 through the opening of business on the Closing Date (collectively, the "Closing Statement"), each on a basis consistent with, and using the same accounting principles, policies, practices and procedures used in preparing, the Financial Statements and in accordance with Schedule 1.2 and Section 2.3 of this Agreement1.2(a). (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) Within 60 calendar days after the Closing Date, then Purchaser will in good faith prepare and deliver, or cause to be prepared and delivered, to Seller a Closing Statement setting forth Purchaser's determination of the Actual Purchase Price Adjustment Amount. The parties and their respective authorized representatives will be entitled to review, during normal business hours, the books, records and work papers of the Company to prepare or review, as the case may be, the Closing Statement and to determine the Actual Purchase Price Adjustment Amount. Without limiting the generality or effect of any other provision hereof, (i) the parties will provide the other parties and their authorized representatives access, during normal business hours, to the facilities, personnel and accounting and other records of the Company and the parties, as the case may be, to the extent reasonably determined by such other parties to be necessary to 4 permit Purchaser to prepare or have prepared the Closing Statement and to compute the Actual Purchase Price Adjustment Amounts as herein provided and to permit Seller to review such Closing Statement and computation (including, if requested by Seller, such access as may be necessary or appropriate to permit Arthur Andersen L.L.P. ("AA") to perform an audit of Net Cash Flow); pxxxxxxd, xxxxxxr, that the Acquisition parties will conduct any such review in a manner that does not unreasonably interfere with the conduct of any other party's business, and (ii) Seller will take such actions as may be reasonably requested by Purchaser to close, or to assist Purchaser in closing, as of the opening of business on the Closing Date, or as of the Closing, as the case may be, the books and accounting records of the Company and otherwise reasonably to cooperate with Purchaser and its representatives in the preparation of the Closing Statement. Concurrently with the delivery of the Closing Statement, Seller will use its reasonable efforts to cause AA to provide Purchaser access to any of such firm's workpapers, trial balances and similar materials prepared in connection with such firm's audits or reviews of any of the Financial Statements (the "Workpapers"). (c) If, within 45 calendar days after the date of Purchaser's delivery of its computation of the Actual Purchase Price Adjustment Amount, Seller determines in good faith that such computations are inaccurate, Seller will give written notice to Purchaser within such 45 calendar day period (i) setting forth Seller's computation of Actual Purchase Price Adjustment Amount reflected and (ii) specifying in reasonable detail Seller's basis for its disagreement with Purchaser's computations. The failure by Seller so to express its disagreement or provide such specification within such 45 calendar day period will constitute Seller's acceptance of Purchaser's computation of the Actual Purchase Price Adjustment Amounts. If Purchaser and Seller are unable to resolve any disagreement between them within ten calendar days after the giving of notice of such disagreement, the items in dispute will be referred for determination to KPMG Peat Marwick LLP (the "Accountants") as promptly as practicable. The Accountants will make a determination as to each of the items in dispute, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (C) made in accordance with this Agreement, and (D) conclusive and binding upon each of the parties hereto. In connection with their determination of the disputed items, the Accountants will be entitled to rely on the Preliminary Acquisition Workpapers and the Company's books and records, and the fees and expenses of the Accountants will be shared equally by Purchaser and Seller (except as provided below). Purchaser and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable, including without limitation by promptly complying with all reasonable requests by 5 the Accountants for information, books, records and similar items. If the determination of the Accountants represents an outcome more favorable to either Purchaser or Seller than the midpoint of such parties' last written settlement offers related to all items in dispute, in the aggregate, submitted to the other party at least two calendar days before the referral of the matter to the Accountants (each a "Last Offer"), then the party obtaining such favorable result will be deemed the "Prevailing Party" and the other party will be deemed the "Non-Prevailing Party". For purposes hereof, all of the fees and expenses of the Accountants, will be borne by the Non-Prevailing Party. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement offer (other than the Last Offer) made by any party. (d) To the extent that the Actual Purchase Price Adjustment Report Amount, determined as provided in this Section 1.3 is a credit to Buyermore or less than the Estimated Purchase Price Adjustment Amount, Seller shall pay or Purchaser, as applicable, will, within ten calendar days after the final determination of the Actual Purchase Price Adjustment Amount, calculated on a net basis, pursuant to Buyer this Section 1.3, make or, in the case of Purchaser, cause to be made payment by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, funds of the amount of such difference, together with interest thereon from the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge Closing Date to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement payment (at a rate equal to The Chase Manhattan Bank's prime rate, as publicly announced and upon completion in effect from time to inform time during such period, plus 2.0%, calculated on the parties in writing of its own determination basis of the Acquisition Adjustment Amount. Any determination actual number of days elapsed over 365), to such account as has been designated by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment AmountPurchaser or Seller, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyeras applicable.

Purchase Price Adjustment. The Within sixty (60) days after the Closing ------------------------- Date, the Buyer will prepare and deliver to the Seller a balance sheet (the "Closing Date Balance Sheet") which shall reflect the Acquired Assets and the -------------------------- Assumed Liabilities as of the close of business on the Closing Date. For purposes of the Closing Date Balance Sheet, the Acquired Assets and the Assumed Liabilities will be given carrying values in accordance with GAAP applied on a basis substantially similar to the basis used in preparing the Financial Statements attached to this Agreement as Exhibit F (provided such basis complied with GAAP). Without limitation of the foregoing, the Closing Date Balance Sheet shall (i) reflect the historical cost (less appropriate reserves) of the Acquired Assets as determined in accordance with GAAP, (ii) include an adequate inventory reserve as determined in accordance with GAAP based upon a physical inspection by the Buyer's independent accountants of the inventory included in the Acquired Assets, (iii) include an adequate allowance for doubtful accounts as determined in accordance with GAAP with respect to the accounts receivable included in the Acquired Assets reflecting the Buyer's experience in collecting such accounts between the Closing Date and the date on which the Closing Date Balance Sheet is completed, and (iv) include a reserve for warranty claims (including $30,000 for completion of the Seller's contractual obligations in respect of the "KORDI contracts" as described in (S) 3(u) below) equal to the $105,000.00 for all such potential claims. To the extent that the difference between (i) the Acquired Assets and (ii) the Assumed Liabilities as shown on the Closing Date Balance Sheet (the "Net Asset Value") is less than $2,093,127.00 (the "Agreed --------------- ------ Net Asset Value"), then the Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive reduced on a credit dollar for the unapplied portion, as of the Closing Date, of the security deposits made --------------- dollar basis by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to of such difference. To the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the maximum extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reachedpracticable, the amount of any such difference shall be deducted from the preliminary Acquisition Adjustment Amount, Escrow Amount and if promptly returned by the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available Escrow Agent to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid Buyer in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by BuyerEscrow Agreement.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for In order to determine the unapplied portionPurchase Price, the Estimated Purchase Price will be (i) increased by the amount, if any, by which the NWC Over/Under Amount as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (finally determined in accordance with generally accepted accounting principles consistently appliedthis Section 1.3 exceeds the corresponding amount thereof used in determining the Estimated Purchase Price Adjustment Amounts, (ii) increased by the amount, if any, by which the Indebtedness used in determining the Estimated Purchase Price Adjustment Amounts exceeds the amount of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included Indebtedness as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (finally determined in accordance with generally accepted accounting principles consistently appliedthis Section 1.3, (iii) decreased by the amount, if any, by which the NWC Over/Under Amount as finally determined in accordance with this Section 1.3 is less than the corresponding amount thereof used in so determining the Estimated Purchase Price Adjustment Amounts, and (iv) decreased by the amount, if any, by which the amount of Indebtedness as finally determined in accordance with this Section 1.3 exceeds the corresponding amount thereof used in determining the Estimated Purchase Price Adjustment Amounts. For purposes of this Agreement, (x) the adjustment referred to in the immediately preceding sentence will be finally calculated on a net basis and (y) all determinations of the goods and services actual amounts thereof (the "Actual Purchase Price Adjustment Amounts") will be determined by the amounts thereof required to be received shown on or after the Closing Date under the trade agreements included as part a consolidated balance sheet of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained Company prepared in accordance with this Section 1.3 as of the Closing Date, Buyer shall be given a credit, as opening of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations business on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of SellerBalance Sheet") on a basis consistent with, and Buyer using the same accounting principles, policies, practices and Seller will procedures used in good faith seek to reach agreement on preparing, the final Acquisition Adjustment Amount as of Balance Sheet and otherwise in accordance with the Closing Date. If an agreement is reached within thirty principles set forth in Schedule 1.3(a) and Section 1.2(a). (30b) Within 60 calendar days after the Closing Date, then if Seller will in good faith prepare and deliver, or cause to be prepared and delivered, to Purchaser an unaudited Closing Date Balance Sheet setting forth the Acquisition Actual Purchase Price Adjustment Amount reflected Amounts. Seller and its authorized representatives will be entitled to review, during normal business hours, the books, records and work papers of the Company to prepare the Closing Date Balance Sheet and to determine the Actual Purchase Price Adjustment Amounts. Without limiting the generality or effect of any other provision hereof, Purchaser will (i) provide Seller and its representatives access, during normal business hours, to the facilities, personnel and accounting and other records of the Company to the extent reasonably determined by Seller to be necessary to permit Seller to prepare or have prepared the Closing Date Balance Sheet and to compute the Actual Purchase Price Adjustment Amounts as herein provided; provided, however, that Seller will conduct any such review in a manner that does not unreasonably interfere with the conduct of the Business by the Company after the Closing, and (ii) take such actions as may be reasonably requested by Seller to close, or to assist Seller in closing, as of the opening of business on the Preliminary Acquisition Adjustment Report is a credit Closing Date, the books and accounting records of the Company and otherwise reasonably to Buyercooperate with Seller and its representatives in the preparation of the Closing Date Balance Sheet. Concurrently with the delivery of the Closing Date Balance Sheet, Seller shall pay will use its reasonable efforts to Buyer cause Xxxxxx Xxxxxxxx L.L.P. to provide Purchaser access to any of such firm's workpapers, trial balances and similar materials prepared in connection with such firm's audits or reviews of any of the Financial Statements (the "Workpapers"). (c) If, within 30 calendar days after the date of Seller's delivery of its computation of the Actual Purchase Price Adjustment Amounts, Purchaser determines in good faith that such computations are inaccurate, Purchaser will give written notice to Seller within such 30 calendar day period (i) setting forth Purchaser's computation of Actual Purchase Price Adjustment Amounts and (ii) specifying in reasonable detail Purchaser's basis for its disagreement with Seller's computations. The failure by Purchaser so to express its disagreement or provide such specification within such 30 calendar day period will constitute Purchaser's acceptance of Seller's computation of the Actual Purchase Price Adjustment Amounts. If Purchaser and Seller are unable to resolve any disagreement between them within ten calendar days after the giving of notice of such disagreement, the items in dispute will be referred for determination to the Charlotte, North Carolina office of KPMG Peat Marwick LLP (the "Accountants") as promptly as practicable. The Accountants will make a determination as to each of the items in dispute, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (C) made in accordance with this Agreement, and (D) conclusive and binding upon each of the parties hereto. In connection with their determination of the disputed items, the Accountants will be entitled to rely on the Workpapers and the Company's or C&A's, as the case may be, books and records, and the fees and expenses of the Accountants will be shared equally by Purchaser and Seller (except as provided below). Purchaser and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. If the determination of the Accountants represents an outcome more favorable to either Purchaser or Seller than the midpoint of such parties' last written settlement offers related to all items in dispute, in the aggregate, submitted to the other party at least two calendar days before the referral of the matter to the Accountants (each a "Last Offer"), then the party obtaining such favorable result will be deemed the "Prevailing Party" and the other party will be deemed the "Non-Prevailing Party". For purposes hereof, all of the fees and expenses of the Accountants, will be borne by the Non-Prevailing Party. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement offer (other than the Last Offer) made by any party. (d) To the extent that the Actual Purchase Price Adjustment Amounts, calculated on a net basis, determined as provided in this Section 1.3 is more or less than the Estimated Net Purchase Price Adjustment Amounts, Seller or Purchaser, as applicable, will, within ten calendar days after the final determination of the Actual Purchase Price Adjustment Amounts, calculated on a net basis, pursuant to this Section 1.3, make payment by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, funds of the amount of such difference, together with interest thereon from the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge Closing Date to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement payment (at a rate equal to Chase Manhattan Bank's prime rate, as publicly announced and upon completion in effect from time to inform time during such period, plus 2.0%, calculated on the parties in writing of its own determination basis of the Acquisition Adjustment Amount. Any determination actual number of days elapsed over 365), to such account as has been designated by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment AmountPurchaser or Seller, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyeras applicable.

Purchase Price Adjustment. The Purchase Price total aggregate consideration for the Shares purchased by Buyer from Seller shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the an amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part Adjusted Statutory Capital and Surplus of the Contracts for which Seller has received goods and services prior to Company as of the Closing Date (“Buyer’s Trade CreditClosing Date Adjusted Statutory Capital and Surplus”) in an amount up to $6,000,000 or, if required by applicable state insurance regulators an amount above $6,000,000, less a discount of $1,500,000, (the “Purchase Price”), provided that if state insurance regulators require Closing Date Adjusted Statutory Capital and Seller Surplus in excess of $6,000,000 then Buyer shall be given a credit for have the financial value option not to proceed with the transaction. “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with generally accepted accounting principles consistently appliedSAP, including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the goods policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior actuarial principles and practices applicable to the Closing Date (“Seller’s Trade Credit”)Company under Requirements of Laws, provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything and were used in this Agreement to the contrary notwithstanding, all operating income calculating statutory reserves and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be liabilities for the account purposes of Buyer its most recent annual and all such income and expenses attributable to quarterly statements filed with the operation of California Insurance Department, consistently applied with prior periods. On the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days day prior to the Closing Date, Seller shall provide will determine and will deliver to Buyer with a statement certificate of the chief financial officer of Seller and the Company setting forth a detailed computation of Seller's reasonable and good faith estimate ’s determination of the Acquisition Adjustment Amount as Adjusted Statutory Capital and Surplus of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the California Insurance Department for the quarter immediately prior to the Closing Date, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus”). If an agreement is reached within thirty The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (30) calendar the “Closing Date Purchase Price”). Within 90 days after the Closing Date, then if the Acquisition Adjustment Amount reflected chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Preliminary Acquisition Adjustment Report is a credit to Closing Date, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall pay fail to notify Buyer by wire transfer of immediately available fundsthat it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within five (5) calendar days after such agreement is reached, the amount 15 Business Days that Seller does not agree with such determination of the preliminary Acquisition Adjustment AmountFinal Closing Date Adjusted Statutory Capital and Surplus, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do notshall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the 30-day period specified in Section 4.3(e)Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (will promptly engage the “Acquisition Arbitrating Firm") shall Accounting Firm to resolve any such disputed matters in accordance with the disputed items. terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall each inform execute any engagement, indemnity and other agreements as the Acquisition ----------------- Arbitrating Accounting Firm in writing may require as a condition to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each such engagement. The Accounting Firm’s engagement shall make readily available be limited to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation resolution of such firm's computation disputed amounts set forth in Buyer’s calculation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section 4.3(f) are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the parties for purposes Parties, absent fraud or manifest error. If the Accounting Firm’s designation of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm delivers to shall be paid by Seller; if the parties its written Accounting Firm’s determination of the Acquisition Adjustment AmountClosing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the Acquisition Adjustment Amount fees and expenses of the Accounting Firm shall be paid in accordance with by Buyer. If the provisions of Section 4.3(e). The costs and fees Amount of the Acquisition Arbitrating Firm Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall be borne one-half pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by Seller and one-half by Buyereither party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for the unapplied portion, as of Within thirty (30) days after the Closing Date, the Vendor shall prepare (with the full co-operation and assistance of any employees of the security deposits Business as reasonably required and whose services shall be made by Seller under those Leases available to the Vendor (at no cost to the Vendor) on reasonable notice to the Purchaser and Contracts which Buyer has agreed with full access to assume after the books and records of the Business) and deliver to the Purchaser a listing of the Closing pursuant Net Assets (the "CLOSING DATE NET ASSET LISTING"). The Vendor will prepare the Closing Date Net Asset Listing in accordance with, and on a consistent basis with, the accounting policies used in the preparation of the Financial Statements using the same line items as shown on the May Net Asset Listing, including for greater certainty, Employee Receivables, Accrued Vacation Pay and Accrued Commissions and Bonus. For the purposes of determining the fixed assets of the business to be included in the Closing Date Net Asset Listing, the parties shall, prior to closing identify those assets that are to be included in the Purchased Assets as described in Section 2.3 3.1(a) based on Schedule 3, as updated by the parties to closing. The parties acknowledge that Schedule 3 is a list of this all of the fixed assets owned by Axidata, the majority of which are not to be included in the Purchased Assets and are used by Axidata in the Compu-Redi/Tenex business or are to be used by Axidata for the purposes of providing the services under Logistics Agreement. Axidata has estimated that the fixed assets of the Business to be acquired by the Purchaser on closing have a net book value of approximately $400,000. For the purpose of preparing the Closing Date Net Asset Listing, the net book value of the particular asset forming part of the fixed assets to be acquired by the Purchaser shall be as shown on Schedule 3. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the The Closing Date under Net Asset Listing shall, within thirty (30) days of receipt thereof by the trade agreements included as part Purchaser, be binding and conclusive upon, and deemed accepted by, the Purchaser unless the Purchaser shall have notified the Vendor in writing within such thirty (30) days of any objection thereto (the "PURCHASER OBJECTION"). The Purchaser Objection shall set forth a specific description of the Contracts for which Seller has received goods basis of the Purchaser Objection and services prior the nature of adjustments to the Closing Date Net Asset Listing that the Purchaser believes should be made. Any items not specifically disputed during the said thirty (“Buyer’s Trade Credit”), and Seller 30) day period shall be given a credit for deemed to have been accepted by the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000)Purchaser. (c) If consents the parties hereto are unable to resolve any dispute within fifteen (15) days following the assignment to Seller Vendor's receipt of the Real Estate Leases listed on Schedule 4.3(c)Purchaser Objection, have not ----------------- been obtained as of they shall refer the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement remaining differences to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount as of the Closing Date Deloitte & Touche (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating FirmACCOUNTING FIRM") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Reportfor decision, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) which decision shall be final and binding on the parties. The procedure and schedule under which any dispute shall be submitted to the Accounting Firm shall be as follows: (i) within fifteen (15) days following the Purchaser Objection under paragraph (b) of Section 4.4 above, the Purchaser shall submit any unresolved elements of its objection to the Accounting Firm in writing (with a copy to the Vendor), supported by any documents and/or affidavits upon which it relies. Failure to do so without reasonable cause shall constitute a withdrawal by the Purchaser of the Purchaser Objection with respect to any unresolved element to which such failure relates; (ii) within fifteen (15) days following the Purchaser's submission of the unresolved elements of the Purchaser Objection as specified in clause (i) above, the Vendor shall submit its response to the Accounting Firm in writing (with a copy to the Purchaser), supported by any documents and/or affidavits upon which it relies; (iii) the Accounting Firm shall deliver its written determination within twenty (20) days following its receipt of the information provided for in clauses (i) and (ii) above, whichever shall be later, or such longer period of time as the Accounting Firm reasonably determines is necessary but not to exceed an additional twenty (20) days without the prior consent of the Vendor and the Purchaser. The Purchaser and the Vendor shall make readily available to the Accounting Firm all relevant books and records and any work papers (including those of the parties' respective accountants) relating to the respective submissions and all other items reasonably requested by the Accounting Firm; and (iv) the expenses relating to the engagement of the Accounting Firm shall be borne by the Vendor and the Purchaser in inverse proportion to their respective successes in the determination of the Accounting Firm. (d) The Closing Date Net Asset Listing shall become final and binding on the parties for purposes upon the earliest of: (i) if no Purchaser Objection has been given, the expiration of this the period within which the Purchaser must make its objection pursuant to paragraph (b) of Section 4.3(f)4.4 hereof; (ii) agreement in writing by the Vendor and the Purchaser that the Closing Date Net Asset Listing, together with any modifications thereto agreed by the Vendor and the Purchaser, shall be final and binding; and (iii) the date on which the Accounting Firm shall issue its written determination with respect to any dispute relating to the Closing Date Net Asset Listing. The Closing Date Net Asset Listing, as submitted by the Vendor if no Purchaser Objection has been given, or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the Accounting Firm, when final and binding on all parties shall be used to determine the Closing Net Assets of the Business. (e) Within five (5) calendar days after Business Days following the Acquisition Arbitrating Firm delivers to the parties its written determination of Closing Net Assets, an adjustment payment payable pursuant to this paragraph (e) of this Section 4.4 (the Acquisition Adjustment Amount, the Acquisition Adjustment Amount "ADJUSTMENT PAYMENT") shall be paid by wire transfer, in accordance with immediately available funds, to a bank account designated by the provisions of Section 4.3(e)Vendor or the Purchaser, as the case may be. The costs and fees of the Acquisition Arbitrating Firm Adjustment Payment shall be borne one-half the difference between the Closing Net Assets and the May Net Assets. The Adjustment Payment shall be payable by Seller the Purchaser to the Vendor, if positive, and one-half by Buyerthe Vendor to the Purchaser, if negative. The Adjustment Payment shall be further adjusted to include any adjustments that have not been previously made between the Vendor and the Purchaser as required under Section 4.7 or Section 12.1(b).

Purchase Price Adjustment. The Purchase Price shall be adjusted If the Closing Working Capital, the Closing Debt Amount or the Closing Transaction Expenses (as follows: -------------------------finally determined pursuant to this Section 2.05 and as set forth in the Final Closing Statement) differs from the estimated amounts thereof set forth in the Estimated Closing Statement: (a1) Seller shall receive a credit for the unapplied portionBuyer will, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume no later than ten (10) Business Days after the Closing pursuant final determination referred to Section 2.3 of this Agreement. in paragraph (be) Buyer shall above is made, remit or cause to be given a credit in remitted to the Sellers an aggregate amount equal to the financial value excess of the recalculated Purchase Price over the Estimated Aggregate Purchase Price; or (determined 2) Buyer shall have the option, by written notice to the Seller Representatives, (x) to require Sellers, severally and not jointly and on a pro rata basis in accordance with generally accepted accounting principles consistently applied) of all time required each Seller’s Consideration Pro Rata Portion, to remit or cause to be broadcast on remitted to Buyer an aggregate amount in cash equal to the Stations on or after the Closing Date under the trade agreements included as part excess of the Contracts for which Seller has received goods and services prior Estimated Aggregate Purchase Price over the recalculated Purchase Price (the absolute value of such amount, the “Deficit Amount”) or (y) to deduct the Closing Date (“Buyer’s Trade Credit”)Deficit Amount from the Earnout Payments otherwise due to Sellers pursuant to Section 2.06, and Seller shall such deduction to be given made on a credit for the financial value (determined pro rata basis in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“each Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to Consideration Pro Rata Portion. In the assignment to Seller of event the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Deficit Amount as of the Closing Date (the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, exceeds the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to BuyerCash Consideration, then the entire amount of the Cash Consideration shall be remitted to Buyer in accordance with (x) or (y) above and Buyer shall pay have the option, by written notice to the Seller by wire transfer Representatives, (a) to require Sellers, severally and not jointly and on a pro rata basis in accordance with each Seller’s Consideration Pro Rata Portion to surrender or cause to be surrendered to Buyer a number of immediately available funds, within five (5) calendar days after such agreement is reached, TFI Shares with an aggregate market value equal to the excess of the Deficit Amount over the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within Cash Consideration or (b) to deduct a number of TFI Shares equal to such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days excess from the date of its engagement and upon completion Earnout Payments otherwise due to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm Sellers pursuant to Section 2.06, such deduction to be made on a pro rata basis in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyereach Seller’s Consideration Pro Rata Portion.

Purchase Price Adjustment. 2.2.1 The Purchase Price shall be adjusted as follows: ------------------------- increased or decreased, on a euro-for-euro basis, by the amount (aif any) Seller shall receive by which the total liabilities of the Company and the Subsidiary on a credit for the unapplied portion, consolidated basis as of the Closing Date, of Date is less than or exceeds the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“BuyerCompany’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. Subsidiary’s (eon a consolidated basis) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Acquisition Adjustment Amount current assets as of the Closing Date (the "Preliminary Acquisition Adjustment Report"“Working Capital Adjustment”). ThereafterFor purposes of computing the working capital adjustment, Seller the reasonable costs incurred by Data Presse in (i) Data Presse’s acquisition of the shares of Archipel Production (not to exceed EUR 66,810) and Buyer (ii) preparing the different financial statements or estimated interim accounts at January 31, February 28, and March 31, 2010 (not to exceed EUR 31,900) shall -------------------------------------------- be excluded. The Sellers acknowledge and agree that they shall reimburse the Purchaser for the portion of the registration fee (which reimbursement shall not be an adjustment to the Price) as set forth in Schedule 2, and the wire instructions contained in Schedule 1 have thirty reflected that reimbursement. 2.2.2 The Sellers delivered to the Purchaser an estimated balance sheet of the Company as of March 31, 2010, prepared in accordance with GAAP (30the “Estimated Balance Sheet”), together with supporting schedules, including lists of all trade payables, accrued expenses and accounts receivable of the Company reflected in the Estimated Balance Sheet. A copy of the Estimated Balance Sheet is attached hereto as Exhibit A. Pursuant to the Estimated Balance Sheet the estimated Working Capital Adjustment to the Price (the “Estimated Working Capital Adjustment”) calendar is EUR 237,009. 2.2.3 Within 75 days following the Closing, the Purchaser shall prepare, or cause to be prepared, a balance sheet of the Company as of the Closing Date, prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Promptly thereafter, the Purchaser shall prepare and deliver to the Sellers a certificate, verified as to accuracy by an officer of the Purchaser (the “Closing Date Payment Certificate”) (i) attaching a copy of the Closing Date Balance Sheet and (ii) setting forth its determination of the Working Capital Adjustment, if any, which shall be prepared in accordance with GAAP. If within 30 days after the Closing Date Payment Certificate is delivered to review the Preliminary Acquisition Adjustment Report and Sellers, the related books and records of Seller, and Buyer and Seller will Sellers shall not have given written notice to the Purchaser setting forth in good faith seek reasonable detail any objection to reach agreement on the final Acquisition Adjustment Amount as of the Closing Date. If an agreement is reached within thirty (30) calendar days after the Closing DateWorking Capital Adjustment, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Working Capital Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties. If the Sellers, within such 30 day period following delivery of the Closing Date Payment Certificate, shall give written notice to the Purchaser setting forth in reasonable detail any objection to such determination of the Working Capital Adjustment, the Purchaser and the Sellers shall endeavor to reach agreement within the ten business day period following the receipt by the Purchaser of any notice of objection. If the parties are unable to reach agreement within such ten business day period, then the matter shall be submitted to the Independent Accountants for determination of the Working Capital Adjustment, which determination shall be final and binding on the Purchaser and Sellers. In connection with the resolution of any dispute described herein, each party shall pay its own fees and expenses, including its own legal, accounting and consulting fees and expenses. If the Working Capital Adjustment (as determined by the Independent Accountants) does not exceed the Working Capital Adjustment as set forth in the Closing Date Payment Certificate by at least €100,000, then the cost and expense of the Independent Accountants shall be paid by the Sellers, on a joint and several basis; in all other cases, the cost and expense of the Independent Accountants shall be borne equally by the Purchaser and the Sellers (in each case, jointly and severally). 2.2.4 If the Working Capital Adjustment is greater than the Estimated Working Capital Adjustment as set forth in the Estimated Closing Date Payment Certificate, then the Sellers shall jointly and severally repay to the Purchaser within ten (10) business days following receipt of the Closing Date Payment Certificate or, if disputed, within ten business days following the earlier of the date on which the parties resolve the dispute or the date of determination of the Working Capital Adjustment by the Independent Accountants, the difference between the Working Capital Adjustment and the Estimated Working Capital Adjustment. If the Estimated Working Capital Adjustment is less than the Working Capital Adjustment as determined herein, then the Purchaser shall pay to the Sellers, on a pro rata basis in accordance with their respective Shares, within ten (10) business days following receipt of the Closing Date Payment Certificate or, if disputed, within ten business days following the earlier of the date on which the parties resolve their dispute or the date of determination of the Working Capital Adjustment by the Independent Accountants, the difference between the Estimated Working Capital Adjustment and the Working Capital Adjustment. 2.2.5 For all purposes of this Section 4.3(f). Within five Agreement, the term “Independent Accountants” shall mean an independent accounting firm of national or regional reputation which is selected by the Purchaser and the Sellers (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination or if they cannot agree by decision of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance with the provisions of Section 4.3(e). The costs and fees President of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by BuyerCommercial Court of Paris given in summary proceedings (statuant en référé), upon request of either party).

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) Seller shall receive a credit for On the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Leases and Contracts which Buyer has agreed to assume after the Closing pursuant to Section 2.3 of this Agreement. (b) Buyer shall be given a credit in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall be given a credit, as of the Closing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in this Agreement to the contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and Buyer to the extent necessary to effect the principle that all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to day immediately preceding the Closing Date, Seller shall provide Buyer with a prepare and deliver to PRGI, an estimated cash flow statement setting forth a detailed computation of Seller's reasonable and good faith estimate total cash received by Seller in respect of the Acquisition Adjustment Amount as of Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the "Preliminary Acquisition Adjustment ReportInterim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). ThereafterPRGI shall be entitled to reimbursement, Seller at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and Buyer shall -------------------------------------------- have thirty including the Effective Date to and including the day immediately preceding the Closing Date: (30i) calendar days after the amount, if any, by which disbursements to Owners during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date in respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to review the Preliminary Acquisition Adjustment Report and Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly relating ed to the related books and records of SellerBusiness to be acquired by PRGI pursuant hereto), and Buyer and Seller will in good faith seek to reach agreement on the final Acquisition Adjustment Amount (D) commissions payable as of the Closing Effective Date in respect of accounts receivable collected by Seller prior to the Effective Date. If an agreement is reached within thirty ; (30E) calendar days all amounts owed to any Owners under the Principal Agreement or otherwise (except for advances by Owners used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Closing Effective Date or advances made to Associates or Employees on or after the Effective Date), then if and (F) all amounts owed to Persons other than Owners (except for normal trade payables directly relating to the Acquisition Adjustment Amount reflected on Business to be acquired by PRGI pursuant hereto incurred in the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer by wire transfer ordinary course of immediately available funds, within five business) (5) calendar days after such agreement is reachedcollectively, the amount of the preliminary Acquisition Adjustment Amount"Interim Period Reimbursable Liabilities," which, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not reached within such 30-day period, then the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall resolve the disputed items. Buyer and Seller shall each inform the Acquisition ----------------- Arbitrating Firm in writing as to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with this Section 4.3(f) shall be final and binding on the parties for purposes of this Section 4.3(f). Within five (5) calendar days after the Acquisition Arbitrating Firm delivers to the parties its written determination of the Acquisition Adjustment Amount, the Acquisition Adjustment Amount shall be paid in accordance together with the provisions of Section 4.3(eInterim Period Cash Flow, is referred to herein as the "Reimbursable Cash"). The costs and fees of the Acquisition Arbitrating Firm shall be borne one-half by Seller and one-half by Buyer.