Preview | Asset Purchase Agreement |

This ASSET PURCHASE AGREEMENT (this Agreement), made as of the 12th day of December, 2006, is by and between AM Radio 790, Inc., a Utah corporation (Seller) and KDWN License Limited Partnership, a Delaware limited partnership (KDWN), and Beasley FM Acquisition Corp., a Delaware corporation (BFMA, together, KDWN and BFMA are Buyer).

WHEREAS, Seller holds a construction permit (FCC File No. BNP-20011010ABN and an application for modification thereto, FCC File No. BMP-20061101AEG, together, the Permit) issued by the Federal Communications Commission (FCC) for radio broadcast station KBET(AM), 790 kHz, Winchester, Nevada, FCC Facility ID No. 136292 (the Station); and

WHEREAS, Seller has filed an application with the FCC requesting a license to cover the Permit (FCC File No. BL-20060714ACX, the License Application) and has received program test authority (FCC File No. BPTA-20060711ADI) to operate the Station pending a grant of the License Application and the issuance of a license to cover the Permit (the License); and

WHEREAS, Seller and Beasley Broadcasting of Nevada, LLC (Beasley Nevada), an affiliate of Buyer, have previously entered into an option agreement (the Option Agreement), dated as of August 22, 2005, pursuant to which Beasley Nevada paid Fifty Thousand Dollars ($50,000) to Seller for Beasley Nevadas right to purchase the Station (the Option Payment); and

WHEREAS, Seller desires to sell and assign and Buyer desires to acquire and assume all of the assets used or useful in connection with the operation of the Station, including but not limited to the License when issued, whether existing on the date hereof or acquired hereafter, on the terms and subject to the conditions set forth in this Agreement.

1.1. Closing. Subject to Section 17.1 hereof and except as otherwise mutually agreed upon by Seller and Buyer, the closing of this transaction (the Closing) shall take place on a date agreed upon by Buyer and Seller within five (5) business days after all of the conditions specified in Sections 11.2 and 12.2 hereof have been fulfilled (or waived by the party entitled to waive such condition). The Closing shall be held at 10:00 a.m. local Washington D.C. time at the offices of Leventhal Senter & Lerman PLLC (LS&L), or at such other place and time as the parties may otherwise agree.

1.2. Station Assets. At the Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, certain of the assets used in connection with the business and operation of the Station, including but not limited to the following assets:

(a) Sellers rights in and to the Permit and License, and all other authorizations issued to Seller by any governmental authority and used in the conduct of the business and operation of the Station, including those listed in Schedule 1.2(a), together with any additions thereto (including renewals or modifications of such licenses, permits and authorizations and applications therefor) between the date hereof and the Closing Date and all of Sellers rights in and to the call letters KBET;

(b) Sellers right and interest in and to the licensed real property used as the tower and transmitter sites of the Station, including the tower site License for the Station, and the real property listed in Schedule 1.2(b), and any amendments thereto made between the date of execution of this Agreement and the Closing Date that Buyer expressly approves in writing to assume, including but not limited to any easements, rights of ingress and egress, and rights of way associated therewith, and the buildings, towers, and fixtures located thereon (the Real Property);

(c) all equipment and supplies, inventory, spare parts, and other tangible personal property of every kind and description to be owned by Seller and used or useful in the conduct of the business and operation of the Station, including but not limited to that which is listed in Schedule 1.2(c), together with any replacements thereof and additions made thereto (the Personal Property);

(d) subject to the provisions of Article 3 hereof, all of Sellers rights under and interest in the Contracts listed in Schedule 1.2(d) hereto, together with all of Sellers rights under and interest in all Contracts entered into or acquired by Seller between the date hereof and the Closing Date that Buyer expressly agrees in writing to assume (the Assumed Contracts);

(e) all of Sellers rights in and to any and all registered and unregistered trademarks, trade names, service marks, franchises, copyrights, including registrations and applications for registration of any of them, jingles, logos, slogans, licenses, patents, Internet domain names, Internet URLs, Internet web sites, content and databases, FCC authorizations and privileges, and other intangible property rights and interests applied for, issued to or owned by Seller for use in the conduct of the business and operation of the Station, including those listed in Schedule 1.2(e), and including the call letters KBET, together with any additions thereto between the date hereof and the Closing Date (the Intellectual Property);