Common use of The Second Closing Clause in Contracts

The Second Closing. (a) The closing of the transactions contemplated by this Section 2 (the "Second Closing") shall take place at the offices of Hogan & Hartson L.L.P., 8300 Grexxxxxro Xxxxx, Suite 1100, XxXxxx, Xxxxxxxx xxxxxx xxxxxx (00) xxxx xxxxxxxxx the date (the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 31, 2003, in which case the Second Closing Investors shall have the option to proceed with the Second Closing until June 30, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority of the disinterested directors of Newco GP) and the Second Closing Investors (the "Second Closing Date"). At the Second Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2. (b) At the Second Closing, Newco LP shall deliver to each Investor, to TMI Sub and to Parent Sub an executed copy of the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held by such person. In the case of each Second Closing Investor, such delivery shall be made against receipt at the Second Closing by Newco LP from such Second Closing Investor of its portion of the Investor Purchase Price, which shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the Second Closing. If any Second Closing Investor shall fail to make the payment contemplated by the preceding sentence (or shall fail to participate in the Second Closing), the other Second Closing Investors in such Second Closing Investor's Investor Group (as shown on Schedule IV) shall be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply with its obligations hereunder, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented to the Investor Interests being re-allocated appropriately. (c) At the Second Closing, all of the Convertible Notes that have not theretofore been converted into Interests by the holder thereof shall automatically convert into Interests in Newco LP in accordance with their respective terms and the Newco LP Agreement delivered at the Second Closing pursuant to Section 2.3(b) shall evidence such Interests in Newco LP; provided that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing). (d) At the Second Closing, Newco LP shall repay in cash all of the then outstanding principal of and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there shall not have been an Event of Default under the Convertible Notes pursuant to which the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing).

The Second Closing. (a) 4.2.1 The closing sale and purchase of an aggregate of $31,500,000 in principal amount of the transactions contemplated Debentures to be purchased by this Section 2 Charterhouse shall occur at the offices of Proskauer at 9:00 a.m., Eastern Standard Time, at a closing (the "Second Closing") shall take place at on the offices of Hogan & Hartson L.L.P., 8300 Grexxxxxro Xxxxx, Suite 1100, XxXxxx, Xxxxxxxx xxxxxx xxxxxx (00) xxxx xxxxxxxxx twelfth Business Day following the date (the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 31, 2003, in which case the Second Closing Investors shall have the option to proceed with the Second Closing until June 30, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority of the disinterested directors Special Meeting (as defined in Section 5.2.1) subject to the satisfaction or waiver of Newco GP) and the Second Closing Investors conditions set forth in Section 5.2 (the "Second Closing Issue Date")) or such other Business Day thereafter as may be agreed upon by Charterhouse and the Company. At the Second Closing, the Company will deliver to Charterhouse the Debentures to be purchased by Charterhouse in the form of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated the Second Issue Date and registered in Charterhouse's name (or in the name of Charterhouse's nominee), against delivery by Charterhouse to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writing. (a) If at the Second Closing the parties Company shall execute and deliver (and cause their affiliates fail to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by tender such Debentures to Charterhouse as provided above in this Section 24.2, or any of the conditions specified in Section 5.2.1 shall not have been fulfilled to Charterhouse's satisfaction by March 31, 1999, Charterhouse shall, at Charterhouse's election, be relieved of all further obligations with respect to the purchase of the Debentures to be issued and sold at the Second Closing, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillment. (b) At the Second Closing, Newco LP shall deliver to each Investor, to TMI Sub and to Parent Sub an executed copy of the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held by such person. In the case of each Second Closing Investor, such delivery shall be made against receipt If at the Second Closing by Newco LP from such Second Closing Investor of its portion of the Investor Purchase Price, which shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the Second Closing. If any Second Closing Investor Charterhouse shall fail to make pay such purchase price for the payment contemplated Debentures to the Company as provided above in this Section 4.2, or any of the conditions specified in Section 5.2.2 shall not have been fulfilled to the Company's satisfaction by the preceding sentence (or shall fail to participate in the Second Closing)March 31, 1999, the other Second Closing Investors in such Second Closing InvestorCompany shall, at the Company's Investor Group (as shown on Schedule IV) shall election, be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply relieved of all further obligations with its obligations hereunder, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented respect to the Investor Interests being re-allocated appropriately. (c) At the Second Closing, all issuance of the Convertible Notes that have not theretofore been converted into Interests by the holder thereof shall automatically convert into Interests in Newco LP in accordance with their respective terms and the Newco LP Agreement delivered Debentures to be issued at the Second Closing pursuant to Section 2.3(b) shall evidence without thereby waiving any rights the Company may have by reason of such Interests in Newco LP; provided that at failure or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing)such nonfulfillment. (d) At the Second Closing, Newco LP shall repay in cash all of the then outstanding principal of and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there shall not have been an Event of Default under the Convertible Notes pursuant to which the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing).

The Second Closing. In the event that any Minority Holders elect to sell (aor exercise and sell in the case of Company Warrants) The any Minority Shares and Warrants following the Closing Date, Purchaser shall, upon the terms and subject to the conditions of this Agreement, purchase the Shares and Company Warrants of such Minority Holders at a second closing of the transactions contemplated by this Section 2 (the "“Second Closing") ”), which shall take place on the four (4) week anniversary of the Closing Date at the offices of Hogan Xxxxxx Xxxxxxx Xxxxxxxx & Hartson L.L.P.Xxxxxx, 8300 Grexxxxxro Professional Corporation, 1301 Avenue of the Xxxxxxxx, 00xx Xxxxx, Suite 1100Xxx Xxxx, XxXxxxXX 00000 and/or at the offices of Advokatfirman Xxxxx KB, Xxxxxxxx xxxxxx xxxxxx (Xxxxxxxxxxxxx 00) xxxx xxxxxxxxx the date (the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 31, 2003XX-00000 Xxxxxxxxx, Xxxxxx in which case the Second Closing Investors shall have the option to proceed with the Second Closing until June 30, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority respect of the disinterested directors Closing Deliverables under Section 7.4 below (it being understood that so long as there is at least one Company Warrant outstanding as of Newco GP) and the Second Closing Investors (the "Second Closing Date"). At the Second Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2. (b) At the Second Closing, Newco LP Purchaser shall deliver not be required to each Investor, to TMI Sub and to Parent Sub an executed copy of conduct the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held by such person. In the case of each Second Closing Investor, such delivery shall be made against receipt unless there is at least one Share remaining outstanding). All documents delivered and actions taken at the Second Closing by Newco LP from such Second Closing Investor of its portion of the Investor Purchase Price, which shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the Second Closing. If any Second Closing Investor shall fail to make the payment contemplated by the preceding sentence (or shall fail to participate in the Second Closing), the other Second Closing Investors in such Second Closing Investor's Investor Group (as shown on Schedule IV) shall be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply with its obligations hereunder, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented been delivered or taken place simultaneously, and no such delivery or action shall be considered effective or complete unless or until all other such deliveries and actions are completed or waived in writing by the Party against whom such waiver is sought to be enforced. The date upon which the Investor Interests being re-allocated appropriatelySecond Closing actually occurs shall be referred to herein as the “Second Closing Date. (c) At ” Without any further action on the part of the Sellers or Purchaser, automatically upon the Second Closing, Schedule B and Schedule C shall be deemed to be updated to include the names of all of Minority Holders who become signatories to this Agreement between the Convertible Notes that have not theretofore been converted into Interests by the holder thereof shall automatically convert into Interests in Newco LP in accordance with their respective terms Closing Date and the Newco LP Agreement delivered at the Second Closing Date in order to sell their Minority Shares or Minority Warrants, as applicable. Upon the Second Closing Date, each such selling Minority Holder will be deemed to be a “Seller” for all purposes of this Agreement and all representations and warranties set forth in Section 3.31 to Section 3.36 shall be true and correct as of the Second Closing Date and all other representations of the Sellers by such selling Minority Holder shall be true and correct as of the Closing Date. Any adjustments required to be made to the Tax Deposit Account, the Escrow Fund, the Working Capital Escrow Fund or the Shareholder Representative Distribution Account, as a result of sales and purchases pursuant to Section 2.3(bthe Second Closing, shall be reflected in a revised Allocation Certificate to be provided to Purchaser by the Shareholder Representative no later than two (2) shall evidence such Interests in Newco LP; provided that at or Business Days prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at Shareholder Representative shall make all corresponding adjustments to such accounts immediately following the Second Closing). (d) At . The Shareholder Representative shall be authorized to make such distributions to the Sellers who sold Shares or Company Warrants in the Closing with respect to proceeds otherwise payable to the Minority Holders selling their Minority Shares or Minority Warrants in the Second Closing, Newco LP shall repay in cash all to reflect the Sellers’ pro rata portion of the then outstanding principal of Escrow Amount and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there shall not have been an Event of Default under the Convertible Notes pursuant to which the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Working Capital and the Investor Purchase Price paid at the Second Closing)Escrow Amount.

The Second Closing. After the Initial Closing and the Follow-On Closing, the Company shall sell, and the Purchasers shall purchase, Notes in the principal amounts set forth opposite each Purchaser’s name on Exhibit A (afor Initial Purchasers) The closing or Exhibit B (for Additional Purchasers) under the heading “Principal Amount of Notes to Be Purchased at the transactions contemplated by this Section 2 (the "Second Closing") .” Such purchase and sale shall take place at the offices of Hogan & Hartson L.L.P., 8300 Grexxxxxro Xxxxx, Suite 1100, XxXxxx, Xxxxxxxx xxxxxx xxxxxx (00) xxxx xxxxxxxxx the date a closing (the "FCC Order Finality Date"“Second Closing,” and together with the Initial Closing, the Follow-On Closing and the Final Closing (as defined below), the “Closings” and each individually a “Closing”) to be held no sooner than two (2) days and no later than ten (10) days following the approval by (A) the Board of Directors of the Company and (B) the Purchasers holding at least sixty-six and two-thirds percent (66 2/3%) of the principal amount of the outstanding Notes then held by all Purchasers of (i) a business plan and strategy for monetization of the Company’s corn CBP business and (ii) a plan for near- term acquisition opportunities for the Company (the “Second Closing Approval”); provided that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 31, 2003, in which case if the Second Closing Investors Approval does not occur on or before June 15, 2010, the Purchasers shall have be relieved of their obligation to purchase any additional Notes hereunder. Notwithstanding the option foregoing, if a Purchaser (an “Opting Out Purchaser”) obligated to proceed with purchase a Note at the Second Closing until June 30, 2003) or on chooses not to purchase such other date as shall be mutually agreed by Newco LP (by vote of a majority of the disinterested directors of Newco GP) and the Second Closing Investors (the "Second Closing Date"). At the Second Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2. (b) At Note at the Second Closing, Newco LP shall deliver to each Investor, to TMI Sub and to Parent Sub an executed copy of the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held by such person. In the case of each Second Closing Investor, such delivery Opting Out Purchaser shall be made against receipt at the Second Closing by Newco LP from such Second Closing Investor relieved of its portion of the Investor Purchase Priceobligation to purchase such Note, which but such Opting Out Purchaser shall be paid by wire transfer subject to an account designated the Mandatory Conversion described in writing by Newco LP Section 1.02(e). Each Purchaser shall give the Company notice, at least three business two (2) days prior to the Second Closing, if such Purchaser shall be an Opting Out Purchaser. The Additional Follow-On Notes and any Notes not purchased at the Second Closing by Opting Out Purchasers (the “Additional Opt Out Notes,” and together with the Additional Follow-On Notes, the “Additional Notes”) may be offered by the Company to Purchasers who have funded or committed to fund their entire pro rata portion of Notes (collectively, the “Participating Purchasers”) on a pro rata basis to the Notes purchased by all Participating Purchasers. If and to the extent that the Participating Purchasers do not agree to purchase all Additional Notes, the Company may, in its sole discretion, apportion and offer the Additional Notes as to which one or more Participating Purchasers has declined the Company’s offer to purchase to one or more of the Participating Purchasers. Upon the acceptance by any Second Closing Investor shall fail Participating Purchaser of the Company’s offer to make purchase Additional Notes, the payment contemplated by principal amount of Notes set forth opposite such Purchaser’s name under the preceding sentence (or shall fail to participate in column “Principal Amount of Notes Purchased at the Second Closing” or “Principal Amount of Additional Notes Purchased at the Final Closing” on Exhibit A or Exhibit B, as the case may be, shall be increased by the Company in an amount equal to the principal amount of the Additional Notes agreed to be purchased by such Participating Purchaser. The purchase and sale of the Additional Notes shall take place either at the Second Closing or at a final closing to be held within ten (10) business days following the Second Closing (the “Final Closing”), as determined by the other Second Closing Investors Company.” 3. Except as amended hereby, the remainder of the Note Purchase Agreement shall remain in such Second Closing Investor's Investor Group (as shown on Schedule IV) full force and effect. 4. This Amendment shall be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply with its obligations hereundergoverned by, and construed and enforced in accordance with, the other Second Closing Investors substantive laws of the State of Delaware without regard to its principles of conflicts of laws. 5. This Amendment may be executed in any number of counterparts, each of which shall have be deemed an original, but all of which taken together shall constitute one and the pro rata right same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Amendment may be executed and delivered by facsimile, or by e-mail in portable document format (but not .pdf) and delivery of the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall signature page by such method will be deemed to have consented the same effect as if the original signature had been delivered to the Investor Interests being re-allocated appropriately. (c) At the Second Closing, all of the Convertible Notes that have not theretofore been converted into Interests other parties. This Amendment shall take effect when executed by the holder thereof shall automatically convert into Interests in Newco LP in accordance with their respective terms Company and the Newco LP Agreement delivered at the Second Closing pursuant to Section 2.3(b) shall evidence such Interests in Newco LP; provided that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing)Requisite Purchasers. (d) At the Second Closing, Newco LP shall repay in cash all of the then outstanding principal of and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there shall not have been an Event of Default under the Convertible Notes pursuant to which the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing).

The Second Closing. (a) The closing Upon the hiring by the Company of a Chief Executive Officer acceptable to Investors holding a majority in interest of the transactions contemplated Shares on or before December 31, 1999 (which acceptance shall be evidenced by this Section 2 a written consent signed by holders of a majority in interest of the Shares) (the "Second Closing Milestone"), the Company shall deliver to each of the Investors a notice (the "Second Closing Notice") of the attainment of the Second Closing Milestone and specifying a date (the "Second Closing Date") for the closing (the "Second Closing"; the Initial Closing and the Second Closing are referred to individually as a "Closing" and collectively as the "Closings") of the purchase and sales of the number of shares of Series A-2 Preferred Stock listed on Schedule II, which date shall not be less than five or more than 25 days following the date of delivery of the Second Closing Notice. The Second Closing shall take place at the offices of Hogan & Hartson L.L.P.Paul, 8300 Grexxxxxro Xxxxx, Suite 1100, XxXxxxHastings, Xxxxxxxx xxxxxx xxxxxx (00) xxxx xxxxxxxxx the date (the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 31& Xxxxxx LLP, 2003000 Xxxx Xxxxxx, in which case the Second Closing Investors shall have the option to proceed with the Second Closing until June 30Xxx Xxxx, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority of the disinterested directors of Newco GP) and the Second Closing Investors (the "Second Closing Date")Xxx Xxxx 00000-0000. At the Second Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2. (b) At the Second Closing, Newco LP the Company shall deliver to each Investor, to TMI Sub and to Parent Sub an executed copy Investor a certificate representing that number of the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held shares of Series A-2 Preferred Stock to be acquired by such person. In Investor registered in the case of each Second Closing Investor, such delivery shall be made against receipt at the Second Closing by Newco LP from such Second Closing Investor of its portion name of the Investor Purchase Price, which shall be paid (and set forth on Schedule II opposite the name of such Investor) against delivery to the Company by wire transfer to an account designated in writing by Newco LP at least three business days prior to the Second Closing. If any Second Closing Investor shall fail to make the payment contemplated by the preceding sentence (or shall fail to participate of immediately available funds in the Second Closing), the other Second Closing Investors in amount set forth opposite to such Second Closing Investor's Investor Group (as shown name on Schedule IV) shall be obligated to make up for the resulting shortfallII, or cancellation of indebtedness, or any combination thereof. If any Investor Group shall fail to comply with its obligations hereunderIf, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented to the Investor Interests being re-allocated appropriately. (c) At at the Second Closing, all any of the Convertible Notes that have not theretofore been converted into Interests by the holder thereof shall automatically convert into Interests conditions specified in Newco LP in accordance with their respective terms and the Newco LP Section 4 of this Agreement delivered at the Second Closing pursuant to Section 2.3(b) shall evidence such Interests in Newco LP; provided that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing). (d) At the Second Closing, Newco LP shall repay in cash all of the then outstanding principal of and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there shall not have been an Event fulfilled, each of Default the Investors shall, at its election, be relieved of its then remaining obligations under this Agreement. Notwithstanding the Convertible Notes pursuant to which foregoing, the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP Investors shall have received at least US$50 million in total funding from no obligation to purchase the shares of Series A-2 Preferred Stock set forth on Schedule II if the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing)Milestone has not occurred on or before December 31, 1999.

The Second Closing. (a) The closing Company’s obligation to complete the purchase and sale of the transactions contemplated by this Section 2 (Additional Securities and deliver certificates representing such securities to the "Second Closing") shall take place Purchaser at the offices of Hogan & Hartson L.L.P., 8300 Grexxxxxro Xxxxx, Suite 1100, XxXxxx, Xxxxxxxx xxxxxx xxxxxx (00) xxxx xxxxxxxxx the date (the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 31, 2003, in which case the Second Closing Investors shall have be subject to the option to proceed with following conditions, any one of which may be waived by the Company: (i) receipt by the Company of same-day funds in the full amount of the purchase price for the Additional Securities being purchased hereunder; (ii) the accuracy in all material respects of the representations and warranties made by the Purchaser (as if such representations and warranties were made on the Second Closing until June 30, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority of the disinterested directors of Newco GPDate) and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Second Closing Investors Closing; (iii) the sale of the Additional Securities shall not be prohibited by any law or governmental law or governmental order or regulation; (iv) the Company shall have obtained the requisite stockholder approval via written consent (the "Second Closing Date"). At “Stockholder Approval”) for the issuance of the Additional Securities at the Second Closing (together with the parties shall execute and deliver (and cause their affiliates to execute and deliverInitial Securities) the agreements and the Anti-Dilution Shares in a manner that complies with Section 705 of the American Stock Exchange Company Guide and all other certificatesrelevant rules and regulations of the American Stock Exchange; and (v) simultaneously with, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2. (b) At or prior to, the Second Closing, Newco LP the Company shall deliver have sold shares of Common Stock and Warrants to each Investorthird party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of $11 million, which shares of Common Stock and Warrants shall be sold to TMI Sub such third party purchasers on the same terms and conditions as are set forth herein. The Purchaser’s obligation to accept delivery of such certificates and to Parent Sub an executed copy of pay for the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held by such person. In the case of each Second Closing Investor, such delivery Additional Securities evidenced thereby shall be made against receipt at subject to the following conditions, any one or more of which may be waived by the Placement Agent after consultation with the Purchaser: (i) the Company shall have scheduled the Second Closing by Newco LP from such for a date on or prior to the 45th day following the Initial Closing Date; (ii) each of the representations and warranties of the Company made herein shall be accurate in all material respects as of the Second Closing Investor Date; (iii) the delivery to the Purchaser by counsel to the Company of its portion of a legal opinion in a form and substance reasonably satisfactory to counsel to the Investor Purchase Price, which Placement Agent; (iv) the Company shall be paid by wire transfer to an account designated in writing by Newco LP have filed with the Securities and Exchange Commission (the “Commission”) (x) a preliminary information statement at least three business 11 calendar days prior to the date on which the definitive Information Statement (as defined below) was mailed to security holders and (y) a definitive information statement (the “Information Statement”) at least 20 calendar days prior to the Second Closing. If Closing Date; (v) the absence of any material adverse change affecting the Company, its financial condition or its results of operations; (vi) the sale of the Additional Securities shall not be prohibited by any law or governmental order or regulation; (vii) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Second Closing Investor shall fail to make the payment contemplated by the preceding sentence and (viii) simultaneously with, or shall fail to participate in the Second Closing)prior to, the other Second Closing Investors in such Second Closing Investor's Investor Group (as shown on Schedule IV) shall be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply with its obligations hereunder, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented to the Investor Interests being re-allocated appropriately. (c) At the Second Closing, all the Company shall have sold shares of Common Stock and Warrants to third party purchasers, who are not acting in concert with the Convertible Notes that have not theretofore been converted into Interests by Purchaser, for an aggregate minimum of $11 million, which shares of Common Stock and Warrants shall be sold to such third party purchasers on the holder thereof shall automatically convert into Interests in Newco LP in accordance with their respective same terms and the Newco LP Agreement delivered at the Second Closing pursuant to Section 2.3(b) shall evidence such Interests in Newco LP; provided that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing)conditions as are set forth herein. (d) At the Second Closing, Newco LP shall repay in cash all of the then outstanding principal of and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there shall not have been an Event of Default under the Convertible Notes pursuant to which the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing).

The Second Closing. Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers, and the Purchasers agree to purchase from the Company, at an aggregate purchase price of $30,000,000 (a) the “Second Closing Purchase Price”), an aggregate of 2,000,000 shares of Common Stock (the “Second Closing Shares”), and warrants to purchase up to an aggregate of 6,000,000 shares of Common Stock in accordance with the schedule attached hereto as Schedule A-2, such warrants having the exercise prices set forth on Schedule B and being in the form attached hereto as Exhibit C (the “Warrants”). The closing of such sale and purchase of the transactions contemplated by this Section 2 (Second Closing Shares and the "Warrants is referred to herein as the “Second Closing") ” and the date on which the sale and purchase occurs is referred to herein as the “Second Closing Date.” The Second Closing and the Initial Closing are collectively referred to as the “Closings” and the date of the Second Closing and the Initial Closing are collectively referred to as the “Closing Dates.” The Second Closing shall take place be held at the offices of Hogan & Hartson L.L.P.Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 8300 Grexxxxxro Xxxxx00 Xxxxx Xxxxxx, Suite 1100Xxxxxx, XxXxxx, Xxxxxxxx xxxxxx xxxxxx Xxxxxxxxxxxxx (00or remotely via the exchange of signatures and documents) xxxx xxxxxxxxx on the second Business Day following the first date (on which all the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent conditions to March 31, 2003, in which case the Second Closing Investors set forth in Section 7 have been satisfied or waived, or at such other place, time and date as the Company and Purchasers shall have agree. The Company shall give the option to proceed with Purchasers three (3) Business Days’ prior notice of the date the Second Closing until June 30, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority of the disinterested directors of Newco GP) and the Second Closing Investors (the "Second Closing Date")is scheduled to occur. At the Second Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2. (b) At the Second Closing, Newco LP subject to the terms and conditions of this Agreement: (i) the Company shall deliver to the Purchasers the amended Disclosure Schedule; (ii) WilmerHale, counsel for the Company, shall deliver to the Purchasers an opinion, dated the Second Closing Date, in the form attached hereto as Exhibit B; (iii) the Company shall deliver to each Investor, to TMI Sub and to Parent Sub an executed copy of the Newco LP Agreement evidencing Purchasers certificates for the limited partnership interests number of Second Closing Shares and Warrants in Newco LP accordance with Schedule A-2, registered in the name of such Purchasers; (iv) the "Interests"Company shall deliver to the Purchasers a certificate signed by the chief executive officer and chief financial officer of the Company certifying to the effect set forth in Sections 7.1(a), 7.1(b), 7.3(a), 7.3(b) held and 7.3(c); (v) the Purchasers shall deliver to the Company a certificate signed by such person. In the case an authorized officer of each Second Closing InvestorPurchaser certifying to the effect set forth in Sections 7.1(b) and 7.2(a). (vi) the Purchasers shall pay to the Company, such delivery shall be made against receipt at the Second Closing by Newco LP from such Second Closing Investor of its portion of the Investor Purchase Price, which shall be paid by wire transfer of immediately available funds to an account or accounts (previously designated in writing by Newco LP at least three business days the Company no less than two (2) Business Days prior to the Second Closing. If any Closing Date) the Second Closing Investor shall fail to make the payment contemplated by the preceding sentence (or shall fail to participate in Purchase Price for the Second Closing), the other Second Closing Investors in Shares being purchased by each such Second Closing Investor's Investor Group (as shown on Schedule IV) shall be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply with its obligations hereunder, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented to the Investor Interests being re-allocated appropriately. (c) At the Second Closing, all of the Convertible Notes that have not theretofore been converted into Interests by the holder thereof shall automatically convert into Interests in Newco LP Purchaser in accordance with their respective terms and the Newco LP Agreement delivered at the Second Closing pursuant to Section 2.3(b) shall evidence such Interests in Newco LP; provided that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing)Schedule A-2. (d) At the Second Closing, Newco LP shall repay in cash all of the then outstanding principal of and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there shall not have been an Event of Default under the Convertible Notes pursuant to which the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing).

The Second Closing. (a) The closing sale and purchase of the transactions contemplated 2018 Series A Notes and the 2018 Series B Notes (together, the “2018 Notes”) to be purchased by this Section 2 each Purchaser thereof shall occur at a closing (the "“Second Closing"”) shall take place on April 2, 2018 at the offices of Hogan & Hartson L.L.P.Xxxxxxx and Xxxxxx LLP, 8300 Grexxxxxro Xxxxx000 Xxxx Xxxxxx Xxxxxx, Suite 1100, XxXxxxXxxxxxx, Xxxxxxxx xxxxxx xxxxxx (00) xxxx xxxxxxxxx the date (the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 3100000, 2003at 10:00 a.m., in which case the Second Chicago time. The First Closing Investors shall have the option to proceed with the Second Closing until June 30, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority of the disinterested directors of Newco GP) and the Second Closing Investors (are each referred to herein as a “Closing” and, together, as the "Second Closing Date"). At the Second Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2“Closings. (b) ” At the Second Closing, Newco LP shall the Company will deliver to each Investor, Purchaser the 2018 Notes to TMI Sub and to Parent Sub an executed copy of the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held be purchased by such person. In Purchaser in the case form of each Second Closing Investor, a single Note (or such delivery shall be made against receipt greater number of 2018 Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Second Closing by Newco LP from and registered in such Second Closing Investor Purchaser’s name (or in the name of its portion nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the Investor Purchase Price, which shall be paid purchase price therefor by wire transfer of immediately available funds for the account of the Company to an account designated in writing specified by Newco LP at least three business days prior the Company pursuant to the Second ClosingSection 4.10 hereof. If any Second Closing Investor shall fail to make the payment contemplated by the preceding sentence (or shall fail to participate in the Second Closing), the other Second Closing Investors in such Second Closing Investor's Investor Group (as shown on Schedule IV) shall be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply with its obligations hereunder, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented to the Investor Interests being re-allocated appropriately. (c) At at the Second Closing, all the Company shall fail to tender such 2018 Notes to any Purchaser as provided above in this Section 3.2, or any of the Convertible Notes that have not theretofore been converted into Interests by the holder thereof shall automatically convert into Interests conditions specified in Newco LP in accordance with their respective terms and the Newco LP Agreement delivered at the Second Closing pursuant to Section 2.3(b) shall evidence such Interests in Newco LP; provided that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing). (d) At the Second Closing, Newco LP shall repay in cash all of the then outstanding principal of and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there 4 shall not have been an Event fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of Default all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Convertible Company to tender such 2018 Notes pursuant or any of the conditions specified in Section 4 not having been fulfilled to which the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at the Second Closing)such Purchaser’s reasonable satisfaction.

The Second Closing. In the event that any Minority Holders elect to sell (aor exercise and sell in the case of Company Warrants) The any Minority Shares and Warrants following the Closing Date, Purchaser shall, upon the terms and subject to the conditions of this Agreement, purchase the Shares and Company Warrants of such Minority Holders at a second closing of the transactions contemplated by this Section 2 (the "“Second Closing") ”), which shall take place on the four (4) week anniversary of the Closing Date at the offices of Hogan Xxxxxx Xxxxxxx Xxxxxxxx & Hartson L.L.P.Xxxxxx, 8300 Grexxxxxro Professional Corporation, 1301 Avenue of the Xxxxxxxx, 00xx Xxxxx, Suite 1100Xxx Xxxx, XxXxxxXX 00000 and/or at the offices of Advokatfirman Xxxxx KB, Xxxxxxxx xxxxxx xxxxxx (Xxxxxxxxxxxxx 00) xxxx xxxxxxxxx the date (the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 31, 2003XX-00000 Xxxxxxxxx, Xxxxxx in which case the Second Closing Investors shall have the option to proceed with the Second Closing until June 30, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority respect of the disinterested directors Closing Deliverables under Section 7.4 below (it being understood that so long as there is at least one Company Warrant outstanding as of Newco GP) and the Second Closing Investors (the "Second Closing Date"). At the Second Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2. (b) At the Second Closing, Newco LP Purchaser shall deliver not be required to each Investor, to TMI Sub and to Parent Sub an executed copy of conduct the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held by such person. In the case of each Second Closing Investor, such delivery shall be made against receipt unless there is at least one Share remaining outstanding). All documents delivered and actions taken at the Second Closing by Newco LP from such Second Closing Investor of its portion of the Investor Purchase Price, which shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the Second Closing. If any Second Closing Investor shall fail to make the payment contemplated by the preceding sentence (or shall fail to participate in the Second Closing), the other Second Closing Investors in such Second Closing Investor's Investor Group (as shown on Schedule IV) shall be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply with its obligations hereunder, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented been delivered or taken place simultaneously, and no such delivery or action shall be considered effective or complete unless or until all other such deliveries and actions are completed or waived in writing by the Party against whom such waiver is sought to be enforced. The date upon which the Investor Interests being re-allocated appropriatelySecond Closing actually occurs shall be referred to herein as the “Second Closing Date. (c) At ” Without any further action on the part of the Sellers or Purchaser, automatically upon the Second Closing, Schedule B and Schedule C shall be deemed to be updated to include the names of all of Minority Holders who become signatories to this Agreement between the Convertible Notes that have not theretofore been converted into Interests by the holder thereof shall automatically convert into Interests in Newco LP in accordance with their respective terms Closing Date and the Newco LP Agreement delivered at the Second Closing Date in order to sell their Minority Shares or Minority Warrants, as applicable. Upon the Second Closing Date, each such selling Minority Holder will be deemed to be a “Seller” for all purposes of this Agreement and all representations and warranties set forth in Section 3.31 to Section 3.36 shall be true and correct as of the Second Closing Date and all other representations of the Sellers by such selling Minority Holder shall be true and correct as of the Closing Date. Any adjustments required to be made to the Tax Deposit Account, the Escrow Fund, the Working Capital Escrow Fund or the Shareholder Representative Distribution Account, as a -5- result of sales and purchases pursuant to Section 2.3(bthe Second Closing, shall be reflected in a revised Allocation Certificate to be provided to Purchaser by the Shareholder Representative no later than two (2) shall evidence such Interests in Newco LP; provided that at or Business Days prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Capital and the Investor Purchase Price paid at Shareholder Representative shall make all corresponding adjustments to such accounts immediately following the Second Closing). (d) At . The Shareholder Representative shall be authorized to make such distributions to the Sellers who sold Shares or Company Warrants in the Closing with respect to proceeds otherwise payable to the Minority Holders selling their Minority Shares or Minority Warrants in the Second Closing, Newco LP shall repay in cash all to reflect the Sellers’ pro rata portion of the then outstanding principal of Escrow Amount and accrued interest on the MSI Note and the TMI Note, in accordance with their respective terms; provided that such repayment shall be subject in all cases to the terms of the TMI Note and the MSI Note; and provided further that in respect to such repayment of the MSI Note, there shall not have been an Event of Default under the Convertible Notes pursuant to which the holders thereof have declared the Convertible Notes due and payable; provided further that at or prior to the Second Closing, Newco LP shall have received at least US$50 million in total funding from the Second Closing Investors (through the combination of Pre-Funded Working Capital and the Investor Purchase Price paid at the Second Closing)Escrow Amount.