ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 29th day of April, 2021 (the “Effective Date”) by and among METRO RADIO, INC., a Virginia corporation (“Buyer”), CENTENNIAL BROADCASTING II, LLC, a North Carolina limited liability company (“CBL”), and CENTENNIAL LICENSING II, LLC, a North Carolina limited liability company (“CLL”, and collectively and jointly and severally with CBL, “Seller”) (each a “Party” and, collectively, the “Parties”). RECITALS WHEREAS, Seller is the licensee and operator of radio stations WZFC-FM, Strasburg, Virginia (FCC Facility ID # 60362) (“WZFC-FM”), and WINC-FM, Berryville, Virginia (FCC Facility ID # 60363) (with WZFC-FM, collectively, the “Stations”), holding valid authorizations for the operation thereof from the Federal Communications Commission (the “FCC”), and Seller owns other assets used in connection with the operation of the Stations; and WHEREAS, on the terms and conditions described herein, Seller desires to sell and Buyer desires to purchase or assume certain of the assets owned or leased by Seller and used in connection with the operation of the Stations. NOW, THEREFORE, taking the foregoing into account, and in consideration of the mutual covenants and agreements set forth herein, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree to the following terms and conditions: ARTICLE 1: SALE AND PURCHASE 1.1 Assets. Subject to the terms and conditions herein contained, Seller shall grant, convey, sell, assign, transfer and deliver to Buyer on the Closing Date (as defined below) all of the assets, properties, interests, and rights, both tangible and intangible, real, personal or mixed, that are owned, leased, or held by Seller and used or held for use exclusively in connection with the present operations of the Stations and which are specifically described below, but excluding the Excluded Assets described in Section 1.2 (collectively, the “Assets”): (a) Licenses and Authorizations. All licenses, authorizations, permits and approvals issued with respect to the Stations by the FCC (the “FCC Authorizations”), as set forth on Schedule 1.1(a) attached hereto. (b) Tangible Pe rsonal Prope rty. (i) All studio equipment, computers, studio furniture and fixtures that are exclusively used or held for use in the operation of the Stations, and any additions and improvements thereto prior to the Closing Date, that are located at 520 North Pleasant Valley Road, Winchester, Virginia (the “Winchester Studio Site”); WCSR 740875 2v11 (ii) The tower and improvements (“WZFC Tower”) located on private farm land off of Route 623, Davis District, Shenandoah, Virginia (the “WZFC Transmitter Site”), together with the tower foundation, equipment shelter, generator, tower grounding system, waveguides, light monitoring system, security system or alarm, power protection, utilities, fences, landscaping and other related improvements in which Seller has an ownership interest and which are located on the WZFC Transmitter Site, or on or appurtenant to the WZFC Tower (collectively the “WZFC Tower Facilities”); provided, however, that the WZFC Tower Facilities shall not include any equipment cabinets, shelters, generators, or broadcast related equipment nor any real property owned or leased by any third party; (iii) All broadcasting equipment including transmitters, antennas, cables, fixtures, spare parts and other tangible personal property of every kind and description of Seller that are located at the WZFC Transmitter Site, at the Private Farm Land off Route 613 that is approximately two and on-half (2.5) miles south of Berryville, Virginia (the “WINC Transmitter Site”) or at the transmitter site at Linden Mountain (the “WZFC STL Relay Site”) that are used or held for use in the operation of the Stations, and any additions and improvements thereto prior to the Closing Date, except for any retirements or dispositions thereof made between the date hereof and the Closing Date in the ordinary course of business and consistent with the terms of this Agreement; and (iv) The following motor vehicles: 2010 Subaru VIN Number JF2SH6AC7AH722437 and 1996 Ford Van VIN Number 1FTJS34H1THA07805. The items described in clauses (i) – (iv) are collectively referred to as the “Tangible Personal Property”. The items listed on Schedule 1.1(b) materially represent the items comprising the Tangible Personal Property, provided that Seller makes no representation or warranty as to the accuracy or completeness of such list. (c) Intangible Property. All intangible property used exclusively in the operation of the Stations, including, without limitation, the Stations’ respective call letters, copyrights, programming materials, trademarks, service marks, slogans, jingles, logos, internet domain names, websites, Facebook, Twitter, Instagram and other social media accounts, the content located and publicly accessible from such domain names and websites, “visitor” email databases, trade secrets, choses in action relating primarily to the respective Stations, and goodwill relating to the respective Stations; and further including the intangible property listed and described on Schedule 1.1(c) attached hereto, and any additions and improvements thereto between the Effective Date and the Closing Date (collectively, the “Intangible Personal Property”). (d) Leased and Licensed Re al Prope rty. All of Seller’s interests in the real property leased or licensed by Seller that is described on Schedule 1.1(d) pertaining to the WZFC Transmitter Site, the WINC Transmitter Site and the WZFC STL Relay Site (the “Leased and Licensed Real Property”). (e) Contracts and Leases. Those contracts and leases specifically listed in Schedule 1.1(e), other than any Non-Assigned Contracts (as herein defined) (the “Contracts and Leases”). - 2 – (f) Trade and Barte r Agre ements. The trade and barter agreements relating exclusively to each of the Stations and listed in Schedule 1.1(f) together with such other trade and barter agreements entered into by Seller during the month of April, 2021 up to and including the Effective Date (collectively, the “Trade and Barter Agreements”). (g) Books and Records. Certain of the books and records of Seller relating to the business and operations of the Stations and maintained in the ordinary course of business at the Winchester Studio Site, as follows: technical operating data, customer lists, sales literature, advertising and promotional materials, and all FCC logs, the FCC local public inspection and political files, and engineering records (the “Books and Records”). 1.2 Excluded Assets. Seller will retain all of its assets not listed in Section 1.1, which shall include, without limitation, Seller’s right, title and interest in the Winchester Studio Site, all assets used or held for use by Seller exclusively in connection with the broadcasting of radio station WINC-AM (Facility ID # 41809) (“WINC-AM”), all assets located in the offices of Bruce Simel or Joyce Stifler as of the Closing Date and including the computers used by such individuals, the Non-Assigned Contracts, all contracts that are not listed on Schedule 1.1(e), all cash, cash equivalents, accounts receivable, security deposits, reserves, prepaid expenses, bank deposits, and checking, savings and other bank accounts, marketable securities, advances to employees, officers or directors, assets related to its employee benefit plans, insurance contracts and claims against insurers, its governing instruments or other corporate records, documents and identification numbers, and leases, contracts, commitments, understandings and agreements, whether oral or written, not specifically identified in Schedule 1.1(d), or Schedule 1.1(e) (collectively “Excluded Assets”). 1.3 Liabilities. (a) The Assets shall be transferred by Seller to Buyer free and clear of all debts, security interests, mortgages, trusts, claims, pledges, conditional sales agreements, equipment leases, and other liens, liabilities and encumbrances of every kind and nature (“Liens”), other than the following (the “Permitted Liens”): (i) Liens for taxes not yet due and payable; (ii) Liens that will be discharged prior to Closing; (iii) easements and other restrictions that do not materially adversely affect the full use and enjoyment of the Leased and Licensed Real Property for the purposes for which it is currently used or materially detract from its value; (iv) imperfections of title and encumbrances, if any, which are not material, do not materially detract from the marketability or value of the properties subject thereto, and do not materially impair the operations of the owner thereof; and (v) Liens for carriers, warehousemen, materialmen, landlords and the like that do not materially adversely affect the full use and enjoyment, or detract from the marketability or value, of the properties subject thereto. - 3 – (b) Buyer shall assume and undertake to pay, discharge and perform all obligations and liabilities relating to the Contracts and Leases and other Assets arising or occurring after Closing (“Assumed Liabilities”). Buyer shall not assume (i) any obligations or liabilities under the Contracts and Leases or other Assets relating to the period prior to Closing; (ii) any obligations or liabilities of Seller that are unrelated to the Assets; (iii) any obligations or liabilities relating to employees of Seller, except to the extent arising or occurring after Closing in connection with any employees of Seller