Stock Option Agreement

a.  

In consideration of the transfer and delivery of the Capital Stock to Nexstar, Nexstar will pay to Smith and Thatcher the “Cash Purchase Price” which shall be equal to the greater of:

i.  

(x) the product of five (5) and the amount of the cash flow generated by the Stations during the twelve (12) months completed prior to the date upon which the Exercise Notice (as defined below) is given, reduced by (y) without duplication, the amount of the Station Indebtedness (as defined below) as of the date of the day prior to the Exercise Notice plus any amount owing as of that date by Mission to Nexstar or any of its affiliates; or

ii.  

$100,000

b.  

For purposes of determining the Cash Purchase Price,

i.  

The amount of the cash flow referred to in Section 1(a)(1)(x) above will be determined in accordance with generally accepted accounting principles.  Nexstar, Mission, Smith and Thatcher will use reasonable efforts to assist in the determination of the Cash Purchase Price.

ii.  

“Station Indebtedness” means, without duplication, (i) any indebtedness, including, but not limited to, principal, interest, fees, indemnities, reimbursement obligations in respect of letters of credit, costs, expenses or otherwise, for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money; (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the ordinary course of business which are not more than six months past due); (iv) any commitment by which an individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or government or department thereof (collectively or individually, a “Person”) assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit); (v) any indebtedness guaranteed in any manner by a Person (including, without limitation, guarantees in the form of an agreement to repurchase or reimburse); (vi) any obligations under capitalized leases with respect to which a Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations a Person assures a creditor against loss; (vii) any indebtedness secured by a Lien on a Person’s assets; and (viii) any unsatisfied obligation for “withdrawal liability” to a “multiemployer plan” as such terms are defined under ERISA.

iii.  

As used above, “Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or otherwise), preference, priority or other security agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any lease having substantially the same effect as any of the foregoing and any assignment or deposit arrangement in the nature of a security device) and “Person” means any individual, partnership, joint venture, corporation, trust, unincorporated association or government or department thereof.

c.  

On the Closing Date, the Cash Purchase Price payment shall be made pro rata to the holders of the then-outstanding Capital Stock based on the respective numbers of shares of Capital Stock held by them. Such purchase shall be pursuant to the Stock Purchase Agreement substantially in the form attached hereto in Exhibit A, with such revisions as the parties may mutually agree.

a.  

To exercise the Option, Nexstar shall give written notice (an “Exercise Notice”) to Smith and Thatcher in accordance with the provisions of this Agreement at any time during the period commencing on the date hereof and continuing to and including the eighth (8th) anniversary of the date hereof (the “Option Term”).  The Option shall be considered to have been timely exercised if Nexstar forwards notice to Smith and Thatcher prior to the expiration of the Option Term, even if consummation of Nexstar’s acquisition of the Capital Stock occurs after the expiration of the Option Term.  For purposes of clarity, neither Mission, nor Smith nor Thatcher may terminate this Agreement after an Exercise Notice has been given (but not withdrawn).

b.  

Nexstar may withdraw any Exercise Notice prior to the Closing by written notice to that effect to Mission, Thatcher and Smith.  No such withdrawal (and no withdrawal of any subsequent Exercise Notice) will affect Nexstar’s right subsequently to exercise the Option by delivering to Smith and Thatcher one or more other Exercise Notices prior to the expiration of the Option Term.

By:

Name:

Nancie J. Smith

Title:

Chairman of the Board

By:

Name:

Perry A. Sook

Title:

President and Chief Executive Officer