TERM LOAN AGREEMENT Dated as of April 17, 2024 by and among MEDIACO HOLDING INC. THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS BORROWERS, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Term Lenders, and WHITEHAWK CAPITAL PARTNERS LP as Term AgentTerm Loan Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • New York
REGISTRATION RIGHTS AGREEMENT by and among MEDIACO HOLDING INC. and THE HOLDERS PARTY HERETO Dated as of April 17, 2024Registration Rights Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 17, 2024, by and among MediaCo Holding Inc., an Indiana corporation (the “Company”), SG Broadcasting LLC, a Delaware limited liability company (“SG”) and SLF LBI Aggregator, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. SG, the Investor and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.
MEDIACO HOLDING INC. STOCKHOLDERS AGREEMENTStockholders Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This STOCKHOLDERS AGREEMENT is made as of April 17, 2024, by and among MediaCo Holding Inc., an Indiana corporation (together with its successors and assigns, the “Company”), SLF LBI Aggregator, LLC, a Delaware limited liability company (together with its Permitted Transferees hereunder, the “HPS Investor”), and, solely for purposes of Section 3.3, Article IV and Article V hereof, SG Broadcasting LLC, a Delaware limited liability company (together with its Permitted Transferees hereunder, the “SG Investor” and, together with the HPS Investor, each an “Investor” and, collectively, the “Investors”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 17th day of April, 2024, by and among (a) MediaCo Holding Inc., an Indiana corporation (“Parent”), (b) MediaCo Operations LLC, a Delaware limited liability company (the “Purchaser”), (c) Estrella Broadcasting, Inc., a Delaware corporation (the “Company”), and (d) solely for purposes of Sections 3.3(c), 8.1, 8.2, 8.8, and 8.14 herein, SLF LBI Aggregator, LLC, a Delaware limited liability company (the “Company Aggregator”). Purchaser, Parent, the Company, and the Company Aggregator shall be referred to herein from time to time collectively as the “Parties”.
ContractCommon Stock Purchase Warrant • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR OTHER APPLICABLE SECURITIES LAWS.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 17, 2024, by and among Estrella Broadcasting, Inc., a Delaware corporation (the “Company”), MediaCo Holding Inc., an Indiana corporation (“Parent”), and SG Broadcasting LLC, a Delaware limited liability company (the “SG Stockholder”).
