ASSET PURCHASE AGREEMENT
Exhibit 2.2
THIS AGREEMENT is made effective as of the 31st day of May, 2024 (the “Effective Date”), among XPR Media LLC (“Buyer”) and Frankly Media LLC (“Seller”).
BA C K G R O U N D
Whereas, Seller provides press release and content distribution services (the “Services”) on behalf of third-party press release and content distribution entities (the “Customers”), pursuant to written agreements (the “Customer Agreements”) for distribution of Customer releases on third-party publisher websites and applications for which the Seller has rights to distribute and publish releases and similar content (the “Publisher Sites”) pursuant to written agreements (the “Publisher Agreements”)1. The Customers and Customer Agreements are listed on the annexed Schedule A. The Publisher Agreements are identified on Schedule B. The Publisher Sites are identified on Schedule C hereto; and
Whereas, Buyer desires to acquire the Customer Agreements on the terms set forth herein, and Xxxxx acknowledges that pursuant to a separate agreement with UNIV, Ltd. (“UNIV”), Seller is transferring the streaming Publisher Agreements and SaS platform technology to UNIV and that Buyer will be solely responsible for negotiating an agreement with UNIV to use UNIV’s continued distribution to the Publisher Sites of content received under the Customer Agreements and any fees charged by UNIV for such service.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Sale Agreement. Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase, and the Seller agrees to sell all rights to or granted by the Customer Agreements, and (non-streaming) Publisher Agreements, and further agrees to assign the Customer Agreements and (non-streaming) Publisher Agreements to Buyer, (“Purchased Assets”). Ownership of Seller’s interest in the Purchase Assets will be transferred to the Buyer on the Effective Date free and clear of all liens, claims and encumbrances, except that pursuant to the security agreement between Buyer and Seller dated May 31, 2024, Buyer shall grant Seller a security interest in the Purchased Assets to ensure payment of the Purchase Consideration herein. The Customer Agreements are listed in Part 1 of Schedule A; the applicable Publishers Agreements and Publisher Sites are listed in Part 2 of Schedule A.
2. Payments. (a) Purchase Consideration - The total Purchase Consideration to be paid by the Buyer to the Seller for the purchase of the Customer Agreements is Seven Hundred Thousand United States Dollars (US$700,000), which will be paid by Buyer via wire transfer as specified in the Secured Promissory Note of between Buyer and Seller dated as of the date hereof (the “Note).
(b) Customer Payments – Seller will be entitled to retain all payments received or to be received under Customer Agreements solely to the extent that the payment of consideration for the services rendered for the period prior to the Effective Date. Buyer will be entitled to receive and retain all payments made on account of services provided for all periods following the Effective Date. Seller will be entitled to collect all payments due under Customer Agreements for the month in which the Effective Date occurs and will pay to Buyer the pro-rated share of such monthly payments received by Seller. Commencing with the calendar month following the Effective Date, Buyer will invoice Customers for amounts due for that month or any subsequent month. To the extent that a party receives payment from a Customer with respect to a period for which the other party has the right hereunder to retain such payment, the receiving party will within ten (10) days following receipt of such payment remit the full amount of such payment to the other party. Seller will report any and all prepayments received, Buyer will report payments or the part thereof made for the time period prior to the Effective date. The Parties shall cooperate to achieve a true up and determine the resulting credit to be paid, at least once per month.
1 The endpoints for press releases distributed by Seller are (a) 50 platform websites hosted by Seller, the agreements for which will be transferred to UNIV, Ltd., (the streaming Publisher Agreements) (b) 31 websites hosted by SoCast (for which Seller does not have written distribution agreements), and (c) 18 third-party publisher websites pursuant to Seller’s agreement with PRConnect. ((b) and (c) are collectively referred to as the non-streaming Publisher Agreements).
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3. Representations and Warranties of Seller. Seller represents and warrants to the Buyer that as of the Effective Date:
3.1 Seller is the owner of the Customer Agreements and shall assign and transfer to Buyer complete and exclusive right, title, and interest in and to the Customer Agreements.
3.2. Seller’s interest in the Customer Agreements is free and clear of all third-party liens.
3.3. To the best of Seller’s knowledge, the releases previously or currently distributed under the Customer Agreements do not infringe the rights of any third party.
3.4. There are no pending, or to Seller’s knowledge, threatened, third-party claims regarding any of the Customer Agreements.
3.5 In the twelve-month period prior to the date hereof, except as set forth in Section 3.5 of Schedule B, Seller has not received any notices of default, or exercise of any contractual or legal termination, notice of non-renewal, under any Customer Agreement, to Seller’s knowledge, there are no uncured defaults on the part of Seller under any Customer Agreement. Section 3.5 of Schedule B, lists the Customer Agreements of which Seller is aware of any default thereunder by the Customer.
3.6. Validity. The Seller has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement is legal, valid and binding with respect to the Seller and is enforceable in accordance with its terms. Seller will defend any challenge to these rights and will indemnify and defend any claim made against Xxxxx for any challenge to this exercise of power.
4. Representations and Warranties of Buyer.
4.1 Buyer has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement is legal, valid and binding with respect to Buyer and is enforceable in accordance with its terms.
4.2 Buyer is not subject to, and will not become subject to, any liens, security interests or encumbrances that will prevent Seller from having, under the Security Agreement, a first-priority security interest in the Customer Agreements following the Effective Date.
5. The Closing. The consummation of Buyer’s purchase of the Customer Agreements will occur on the Effective Date, and on that date, the Seller’s interest in the Customer Agreements will automatically be transferred to Buyer, without further action of the parties. To the extent that Buyer may reasonably require a separate bill of sale, assignment or other documentation from Seller in order to vest ownership of the Customer Agreements in Buyer, Seller will, at Buyer’s sole expense, provide duly executed copies of such documentation to Buyer within five (5) business days of receipt from Buyer of such request or draft documents, and in the event that Seller fails to deliver or execute any such requested documents, Seller hereby irrevocably appoints Buyer’s representative named in section 8.1 herein as may be changed from time to time as Xxxxxx’s attorney-in-fact to execute such documents and such appointment shall be deemed to be coupled with an interest.
6. Indemnification. The parties agree to indemnify each other as follows:
6.1. Seller’s Indemnification. The Seller agrees to defend, indemnify, and hold harmless the Buyer and the Buyer’s officers, managers agents, employees and members (collectively, the “Buyer Indemnified Parties”) from any loss, liability, or expense that any of the Buyer Indemnified Parties may incur which results from or arises out of any third party claim caused by reason of: (a) any breach or default in any representation or warranty of the Seller set forth in this Agreement, (b) breach failure or default in the performance by the Seller of any covenant or obligation set forth in this Agreement; and (b) Seller’s provision of the Services prior to the Effective Date.
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6.2. Buyer’s Indemnification. The Buyer agrees to defend, indemnify and hold harmless the Seller and the Seller’s officers, managers, employees, agents and members (collectively, the “Seller Indemnified Parties”) from any loss, liability, or expense that the Seller Indemnified Parties may incur which results from or arises out of any third party claim caused by reason of: (a) any breach or default in any representation or warranty of the Buyer set forth in this Agreement or in the performance by the Buyer of any covenant or obligation set forth in this Agreement; and (b) Buyer’s provision of the Services after the Effective Date.
6.3. Limitation on Indemnification Obligations. The parties’ indemnification obligations pursuant to the provisions of paragraph 7 are subject to the following limitations:
6.3.1. Survival of Representations and Warranties. No party can recover under paragraphs 6.1 or 6.2 unless a claim has been asserted by written notice, delivered to the other party within thirty eight(38) months following the Effective Date.
6.3.2. Indemnification Cap. No party can recover under paragraphs 6.1 or 6.2 an aggregate amount in excess of the Purchase Price.
7. Termination. If a party fails to perform any obligation contained in this Agreement, the other party may terminate this agreement if such default is not cured by the breaching party withing ten (10) days following written receipt of such notice.
8. Miscellaneous. It is further agreed as follows:
8.1. Notices. Any notice, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given and received when delivered personally or by email (receipt confirmed) to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third (3rd) day after the same is sent by certified mail, postage and charges prepaid, directed to the following addresses or to such other or additional addresses as any party might designate by written notice to the other parties:
| If to Buyer: | |
Xxxxx Xxxx Xxxx Attorney LAW OFFICES OF XXXXX XXXX XXXX PA 0000 Xxxxxxxx Xx x Xxx X x Xxxxxxxxx, XX 00000 305.757.3300 | 305.757.0071 F xxxxx@xxxxxxxxxxxxx.xxx_ |
| To the Seller: | |
Frankly Media LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxx Xxxxxxxx, Xxx@XxxxxxXxxxxXxx.xxx |
8.2. Representations and Warranties. The respective representations and warranties of the parties contained herein or in any certificates or other documents delivered prior to or at the Closing Date will not be deemed waived or otherwise affected by any investigation made by any party hereto. Each and every such representation and warranty will survive the Closing Date and will not be terminated or extinguished for a period of thirty-six months after the Closing Date.
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8.3. Cooperation. Prior to and at all times following the termination of this Agreement the parties agree to execute and deliver, or cause to be executed and delivered, such documents and do, or cause to be done, such other acts and things as might reasonably be requested by any party to this Agreement to assure that the benefits of this Agreement are realized by the parties.
8.4. Headings. The paragraph headings contained in this Agreement are for reference purposes only and are not intended to affect in any way the meaning or interpretation of this Agreement.
8.5. Entire Agreement. This Agreement and any document executed in connection herewith on or after the date of this Agreement (the “Other Documents”) constitute the entire agreement between the parties with respect to the subject matter hereof and there are no agreements, understandings, warranties or representations except as set forth herein or in the Other Documents.
8.6 Assignment. It is agreed that the parties may not assign such party’s rights nor delegate such party’s duties under this Agreement without the express written consent of the other parties to this Agreement.
8.7. Amendment. Neither this Agreement, nor any of the provisions hereof can be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.
8.8. Severability. If any clause or provision of this Agreement is illegal, invalid or unenforceable under any present or future law, the remainder of this Agreement will not be affected thereby. It is the intention of the parties that if any such provision is held to be illegal, invalid or unenforceable, there will be added in lieu thereof a provision as similar in terms to such provisions as is possible and to be legal, valid and enforceable.
8.9. Governing Law. This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Florida, regardless of any applicable principles of conflicts of law.
8.10. Attorney Fees. If any party institutes an action or proceeding against any other party relating to the provisions of this Agreement, the party to such action or proceeding which does not prevail will reimburse the prevailing party therein for the reasonable expenses of attorneys’ fees and disbursements incurred by the prevailing party.
8.11. Waiver. Waiver of performance of any obligation or term contained in this Agreement by any party, or waiver by one party of the other’s default hereunder will not operate as a waiver of performance of any other obligation or term of this Agreement or a future waiver of the same obligation or a waiver of any future default.
8.12. Counterpart Execution. This Agreement may be executed in counterparts, including by telefacsimile, each of which will be deemed an original document but all of which will constitute a single document.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties effective the date first above written.
| XPR MEDIA LTD | FRANKLY MEDIA LLC | |||
| By: | By: | |||
| Name: | Xxxxx Xxxxxxxxx | Name: | ||
| Title: | President | Title: | ||
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Schedule A
PART 1: Customer Agreements
4 Media Group, Inc.
Distribution Agreement (4-11-17)
Amendment (10-16-17)
7Newswire LLC
Distribution Agreement (7-15-20)
Amendment (2-1-21)
Amendment (1-11-24)
AB Digital Inc.
Distribution Agreement (4-1-18)
Amendment (9-1-23)
Absolute Reports Pvt. Ltd.
Distribution Agreement (3-8-17)
Amendment (1-1-19)
Amendment (8-1-20)
Amendment (1-1-21)
Amendment (4-7-21)
Amendment (3-1-23)
AccessWire (Issuer Direct Corporation)
Distribution Agreement (9-16-20)
Brand Equation
Distribution Agreement (7-1-18)
Amendment (9-18-18)
Amendment (3-1-22)
Amendment (2-2-24)
Business Newswire
Distribution Agreement (10-5-23)
Condesa Inc. (d/b/a PRLeap)
Distribution Agreement (7-1-18)
Amendment (3-12-19)
Amendment (1-4-21)
Consultancy Media, Inc.
Distribution Agreement (1-6-08)
Dragstrip Designs Marketing Inc.
License Agreement (4-1-14)
Amendment (3-26-18)
EIN Newswire (Internet Product Development Group, Inc.)
License Agreement (1-1-17)
Elphill Technology Pvt. Ltd.
Distribution Agreement (4-1-19)
Amendment (1-1-21)
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First Line Creative, LLC
Distribution Agreement (7-16-18)
iCrowd Newswire, LLC
Distribution Agreement (4-13-18)
Just Haves LLC
Distribution Agreement (3-1-21)
King Newswire
Distribution Agreement (7-20-23)
Lattice Publishing LLC
Distribution Agreement (6-15-18)
News Direct Corp.
Distribution Agreement (5-28-20)
Amendment (6-1-23)
Next Net Media LLC
Distribution Agreement (10-1-18)
Now Strategies LLC
Distribution Agreement (10-15-19)
Plentisoft Sdn Bhd
License Agreement (7-16-13)
Amendment (10-15-18)
Amendment (4-1-20)
Amendment (12-3-20)
Amendment (6-1-21)
PR Connect Inc.
Distribution Agreement (7-7-23)
PR Newswire Association LLC
License Agreement (1-1-07)
Amendment (1-1-18)
Amendment (1-1-21)
XXXxxxxxxxxxx.xxx (Madison Square Ventures LLC)
Distribution Agreement (1-30-17)
Amendment (12-6-17)
Press Advantage (Velluto VIP LLC)
Distribution Agreement (1-1-20)
Amendment (1-27-21)
PRZen
Distribution Agreement (12-30-16)
Amendment (10-9-18)
Amendment (1-27-21)
Stacker Media LLC
License Agreement (7-1-19)
Amendment (10-1-20)
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Submit Press Release 123 (Oxygen Marketing LLC)
Distribution Agreement (7-7-17)
Amendment (12-1-18)
Distribution Agreement (Kiss PR) (7-16-20)
Amendment (Kiss PR) (12-13-22)
Amendment (Kiss PR) (3-18-24)
Web 20 Ranker LLC
Distribution Agreement (7-1-19)
West LLC (Nasdaq)
Content License Agreement (12-15-16)
Amendment (3-2-21)
Amendment (7-6-22)
Worldnewswire
Distribution Agreement (4-1-23)
Amendment (12-5-23)
WPR2, Inc.
Distribution Agreement (10-1-19)
Part 2: Publisher Agreements and Publisher Sites:
Streaming Publisher Sites – denoted by “Producer” in right column, plus the Beyond TV site
SoCast Sites – denoted by “WordPress” in right column, except the Beyond TV site
Independent (PRConnect) Sites – denoted by “DNS” in right column
| AugustaNN | Independent | xxxxx://xxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Producer | |||||||||
| AustinNN | Independent | xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Producer | |||||||||
| Beacon Senior News | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxx.xxx/ | Colorado Springs | CO | In Progress | DNS | ||||||
| BeyondTV | APP | xxxxx://xxxxxx.xx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| BoiseNN | Independent | xxxx://xxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Boise | ID | Producer | |||||||
| Bryan County Magazine | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/ | DNS | |||||||||
| BuffaloNN | Independent | xxxx://xxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Buffalo | NY | Producer | |||||||
| Central NCN | Independent | xxxxx://xxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Central Region (Tri-Cities) | NE | Producer | |||||||
| Chattahoochee Valley Living | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/ | DNS | |||||||||
| ColumbiaNN | Independent | xxxxx://xxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Columbia | MO | Producer | |||||||
| ColumbusNN | Independent | xxxxx://xxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Producer | |||||||||
| DetroitNN | Independent | xxxxx://xxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Detroit | MI | Producer |
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| East Hanover Florham Park Life | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | New Jersey | DNS | ||||||||
| Effingham Magazine | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Effingham County | GA | DNS | |||||||
| Elk Grove Citizen | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxx.xxx/ | DNS | |||||||||
| Fredericksburg Parent & Family | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxxx.xxx/ | Fredericksburg | VA | In Progress | DNS | ||||||
| FresnoNN | Independent | xxxx://xxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Fresno | CA | Producer | |||||||
| Greenville & Hockessin Life | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxx.xxx/ | Northern Delaware | In Progress | DNS | |||||||
| Hendersonville Magazine | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxxxxx.xxx/ | DNS | |||||||||
| JacksonvilleNN | Independent | xxxxx://xxxxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Producer | |||||||||
| KAKE | ABC | xxxxx://xxx.xxxx.xxx/xxxxxxxxx-xxxxxxx | Wichita | KS | Producer | |||||||
| KBEW-FM | FM - Riverfront | xxxxx://xxxxxxxxx.xxxx00xxxxxxx.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KCCR-AM | AM - Riverfront | xxxxx://xxxxxxxxx.xxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KCCR-FM | FM - Riverfront | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KDAM-FM | FM - Riverfront | xxxxx://xxxxxxxxx.xxxxxxx000.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KDAM-IP | FM - Riverfront | xxxxx://xxxxxxxxx.xxxxxx.xx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KFOL | Independent | xxxxx://xxx.xxx00.xx/xxxxxxxxx-xxxxxxx | Houma | LA | Producer | |||||||
| KKYA - FM | FM - Riverfront | xxxxx://xxxxxxxxx.xxxxxxxxxx000.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KLXS-FM | FM - Riverfront | xxxxx://xxxxxxxxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KMLK | FM - Noalmark Brodcasting Corp. | xxxxx://xxxxxxxxx.xxxxxx.xxx/xxxxxxxxx-xxxxxxx | El Dorado | AR | WordPress | |||||||
| KOTA-AM | AM - Riverfront | xxxxx://xxxxxxxxx.xxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KQRQ-FM | FM - Riverfront | xxxxx://xxxxxxxxx.x000xxxxx.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KTEN | NBC/ABC | xxxxx://xxx.xxxx.xxx/xxxxxxxxx-xxxxxxx | Xxxxxxx-Xxx | TX | Producer | |||||||
| KYNT | AM - Riverfront | xxxxx://xxxxxxxxx.xxxx0000.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KZLK-FM | FM - Riverfront | xxxxx://xxxxxxxxx.xxx00xx0000.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| KZZI-FM | FM - Riverfront | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | WordPress | |||||||||
| LasVegasNN | Independent | xxxxx://xxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Las Vegas | NV | Producer | |||||||
| LosAngelesNN | Independent | xxxxx://xxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Los Angeles | CA | Producer | |||||||
| Metro NCN | Independent/FM | xxxx://xxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Metro Region (lincon - Omaha) | NE | Producer | |||||||
| MiamiNN | Independent | xxxxx://xxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Miami | FL | Producer | |||||||
| MichiganNN | Independent | xxxxx://xxxxxxxx.xxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Michigan | Producer | ||||||||
| Middletown Life | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Middletown | DA | DNS |
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| MidPlains NCN | Independent | xxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | MidPlains Region (Ogallala) | NE | Producer | |||||||
| MinneapolisNN | Independent | xxxx://xxxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Minneapolis | MN | Producer | |||||||
| MontereyNN | Independent | xxxxx://xxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Monterey | CA | Producer | |||||||
| Myrtle BeachNN | Independent | xxxxx://xxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Xxxxxx Beach | SC | Producer | |||||||
| NashvilleNN | Independent | xxxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Producer | |||||||||
| Newark Life | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Newark | PA | DNS | |||||||
| NewsNetNational | Independent | xxxxx://xxx.xxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | National | Producer | ||||||||
| NorfolkNN | Independent | xxxxx://xxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Norfolk | VA | Producer | |||||||
| Northeast NCN | Independent | xxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Northeast Region (Norfolk) | NE | Producer | |||||||
| OdessaNN | Independent | xxxx://xxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Odessa | TX | Producer | |||||||
| Oregon Family Magazine | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | OR | DNS | ||||||||
| OrlandoNN | Independent | xxxxx://xxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Orlando | FL | Producer | |||||||
| Palmettonetwork | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | WordPress | ||||||||||
| Panhandle NCN | Independent | xxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Panhandle Region (Xxxxxx) | NE | Producer | |||||||
| PittsburghNN | Independent | xxxxx://xxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Producer | |||||||||
| PlatteValley NCN | Independent | xxxx://xxxxxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | PlatteValley Region (Columbus) | NE | Producer | |||||||
| Xxxxxx Magazine | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Pooler | GA | DNS | |||||||
| Porch & Parish | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxx.xxx/ | DNS | |||||||||
| PortlandNN | Independent | xxxx://xxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Portland | OR | Producer | |||||||
| QuincyNN | Independent | xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Quincy | IL | Producer | |||||||
| River Country NCN | Independent | xxxx://xxxxxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | RiverCountry Region (Nebraska City) | NE | Producer | |||||||
| SacramentoNN | Independent | xxxxx://xxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Sacramento | CA | Producer | |||||||
| Salt Lake CityNN | Independent | xxxxx://xxxxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Producer | |||||||||
| San AntonioNN | Independent | xxxx://xxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | San Antonio | TX | Producer | |||||||
| San Clemente Journal | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | San Clemente | CA | DNS | |||||||
| Sioux FallsNN | Independent | xxxx://xxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Sioux Falls | ND | Producer | |||||||
| Southeast NCN | Independent | xxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Southeast Region (Fairbury) | NE | Producer |
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| Southern Sports Today | Xxxxxx Broadcasting (AM) | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Southern States | WordPress | ||||||||
| Sports News Net | Independent | xxxxx://xxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Producer | |||||||||
| Style Magazine | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxx.xxx/ | DNS | |||||||||
| TampaNN | Independent | xxxxx://xxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Tampa | FL | Producer | |||||||
| The Hood Magazine | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Sioux Falls | SD | DNS | |||||||
| The Podcast Park | Xxxxxx Broadcasting (AM) | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Atlanta | GA | WordPress | |||||||
| Todays Family Magazine | Lifestyle - Connect | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Lake, Geauga and eastern Cuyahoga counties | OH | DNS | |||||||
| WacoNN | Independent | xxxx://xxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Waco | TX | Producer | |||||||
| WCAV | CBS | xxxxx://xxx.xxx00xxxx.xxx/xxxxxxxxx-xxxxxxx | Charlottesville | VA | Producer | |||||||
| WCNN-AM | Xxxxxx Broadcasting (AM) | xxxxx://xxxxxxxxx.000xxxxxx.xxx/xxxxxxxxx-xxxxxxx | Atlanta | GA | WordPress | |||||||
| WDLZ | FM - Xxxxx Acquisition Group | xxxxx://xxxxxxxxx.xxxx000.xxx/xxxxxxxxx-xxxxxxx | Murfreesboro | NC | WordPress | |||||||
| WENY | ABC | xxxxx://xxx.xxxx.xxx/xxxxxxxxx-xxxxxxx | Elmira | NY | Producer | |||||||
| WestPalmBeachNN | Independent | xxxxx://xxxxxxxxxxxxx.xxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | West Palm Beach | FL | Producer | |||||||
| WFOM-XX | Xxxxxx Broadcasting (FM) | xxxxx://xxxxxxxxx.xxxx0000.xxx/xxxxxxxxx-xxxxxxx | Atlanta | GA | WordPress | |||||||
| WFXG | FOX | xxxxx://xxx.xxxx.xxx/xxxxxxxxx-xxxxxxx | Augusta | GA | Producer | |||||||
| WHLF | Lakes Media (FM) | xxxxx://xxxxxxxxx.000xxx.xxx/xxxxxxxxx-xxxxxxx | South Boston | VA | WordPress | |||||||
| WICU/WSEE | NBC/CBS/CW | xxxx://xxx.xxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Erie | PA | Producer | |||||||
| XXXX | XXX | xxxxx://xxx.xxxx.xxx/xxxxxxxxx-xxxxxxx | Vestal | NY | Producer | |||||||
| WKSK | Lakes Media (FM) | xxxxx://xxxxxxxxx.xxxxxx0000.xxx/xxxxxxxxx-xxxxxxx | South Hill | VA | WordPress | |||||||
| WLUS | Lakes Media (FM) | xxxxx://xxxxxxxxx.xx000.xxx/xxxxxxxxx-xxxxxxx | Clarksville | VA | WordPress | |||||||
| WMPW | Lakes Media (FM) | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxx0000.xxx/xxxxxxxxx-xxxxxxx | Danville | VA | WordPress | |||||||
| WPTM | FM - Xxxxx Acquisition Group | xxxxx://xxxxxxxxx.xxxxxxxx0000.xxx/xxxxxxxxx-xxxxxxx | Weldon | NC | WordPress | |||||||
| WSHV | Lakes Media (FM) | xxxxx://xxxxxxxxx.000xxxx.xxx/xxxxxxxxx-xxxxxxx | South Hill | VA | WordPress | |||||||
| WSMY | AM - Xxxxx Acquisition Group | xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxx.xxx/xxxxxxxxx-xxxxxxx | Weldon | NC | WordPress | |||||||
| WTRG | FM - Xxxxx Acquisition Group | xxxxx://xxxxxxxxx.xxxxx000xxxx.xxx/xxxxxxxxx-xxxxxxx | Gaston | NC | WordPress | |||||||
| WWDN | Lakes Media (FM) | xxxxx://xxxxxxxxx.0000xxxxxx.xxx/xxxxxxxxx-xxxxxxx | Danville | VA | WordPress | |||||||
| WWDW | FM - Xxxxx Acquisition Group | xxxxx://xxxxxxxxx.0000xxxxxx.xxx/xxxxxxxxx-xxxxxxx | Xxxxxx | NC | WordPress | |||||||
| WWZW | FM - First Media Radio | xxxxx://xxxxxxxxx.0xxxx.xxx/xxxxxxxxx-xxxxxxx | Buena Vista/Lexington | VA | WordPress | |||||||
| WYTT | FM - Xxxxx Acquisition Group | xxxxx://xxxxxxxxx.000xxxx.xxx/xxxxxxxxx-xxxxxxx | Weldon | NC | WordPress | |||||||
| Total 99 |
Part 3: Publisher Sites (non-streaming): Included in the list above.
| 11 |
Schedule B
Disclosures: Section 3.5: Defaults and Termination/Non-Renewals by Customers
Defaults: None
Terminations & Non-Renewals:
| Name | Category | Status | ||
| 1800PR/Traders Network Show | Press Release Agency | CUSTOMER-Lost Customer | ||
| Definition 6 / Xxxxxx Inc. | Press Release Agency | CUSTOMER-Lost Customer | ||
| Insurify | Press Release Agency | CUSTOMER-Lost Customer | ||
| Press Release Jet | Press Release Agency | CUSTOMER-Lost Customer | ||
| Vehement Media Pvt Ltd. | Press Release Agency | CUSTOMER-Lost Customer |
Schedule C
Payment Terms
Total Payments will equal US$700,000. First Payment due $10,500.00 on Effective Date of Contract
11 Payments will begin 3 months after Effective Day of Contact of $12,500.00
Followed by 12 Payments of $20,000.00 and then Followed by 12 final paymemts of $26,000.00
| 12 |
Payment Schedule
| 1 | May-24 | $ | 10,500.00 | |||||
| 2 | Sep-24 | $ | 12,500.00 | |||||
| 3 | Oct-24 | $ | 12,500.00 | |||||
| 4 | Nov-24 | $ | 12,500.00 | |||||
| 5 | Dec-24 | $ | 12,500.00 | |||||
| 6 | Jan-25 | $ | 12,500.00 | |||||
| 7 | Feb-25 | $ | 12,500.00 | |||||
| 8 | Mar-25 | $ | 12,500.00 | |||||
| 9 | Apr-25 | $ | 12,500.00 | |||||
| 10 | May-25 | $ | 12,500.00 | |||||
| 11 | Jun-25 | $ | 12,500.00 | |||||
| 12 | Jul-25 | $ | 12,500.00 | |||||
| 13 | Aug-25 | $ | 20,000.00 | |||||
| 14 | Sep-25 | $ | 20,000.00 | |||||
| 15 | Oct-25 | $ | 20,000.00 | |||||
| 16 | Nov-25 | $ | 20,000.00 | |||||
| 17 | Dec-25 | $ | 20,000.00 | |||||
| 18 | Jan-26 | $ | 20,000.00 | |||||
| 19 | Feb-26 | $ | 20,000.00 | |||||
| 20 | Mar-26 | $ | 20,000.00 | |||||
| 21 | Apr-26 | $ | 20,000.00 | |||||
| 22 | May-26 | $ | 20,000.00 | |||||
| 23 | Jun-26 | $ | 20,000.00 | |||||
| 24 | Jul-26 | $ | 20,000.00 | |||||
| 25 | Aug-26 | $ | 26,000.00 | |||||
| 26 | Sep-26 | $ | 26,000.00 | |||||
| 27 | Oct-26 | $ | 26,000.00 | |||||
| 28 | Nov-26 | $ | 26,000.00 | |||||
| 29 | Dec-26 | $ | 26,000.00 | |||||
| 30 | Jan-27 | $ | 26,000.00 | |||||
| 31 | Feb-27 | $ | 26,000.00 | |||||
| 32 | Mar-27 | $ | 26,000.00 | |||||
| 33 | Apr-27 | $ | 26,000.00 | |||||
| 34 | May-27 | $ | 26,000.00 | |||||
| 35 | Jun-27 | $ | 26,000.00 | |||||
| 36 | Jul-27 | $ | 26,000.00 | |||||
| $ | 700,000.00 |
| 13 |
