Second Amendment to Purchase and Sale Agreement, dated as of March 29, 2018, by and between The State Media Company and Voltari Real Estate Holding LLC

Seller and Buyer entered into a Real Property Purchase and Sale Agreement, dated as of January 19, 2018, as amended by that First Amendment to Real Property Purchase and Sale Agreement, dated as of February 26, 2018 (as amended, the “Purchase Agreement”).

Seller and Buyer desire to amend the Purchase Agreement to extend each of the Review Period and the Closing Date (as each is defined therein) for an additional seven (7) days.

Review Period. Buyer shall have until April 6, 2018 (the “Review Period”) to accept and approve, in Buyer’s sole discretion, the Property and the results of any and all Studies with respect to the Property as Buyer may elect to make or obtain, including without limitation, Studies regarding or concerning zoning, building codes, design review standards, and other governmental regulations; architectural, mechanical, building systems, and structural inspections; engineering tests; availability of water and utilities; soils, seismic and geologic condition; physical and environmental condition; entitlements; ability to develop, improve or remodel the Property; marketing and economic studies; and contracts and documents concerning the Property. Buyer, in its sole and exclusive discretion, may terminate this Agreement, for any or no reason, whatsoever, at any time, prior to 5:00 p.m. Eastern Time on April 6, 2018 (the “Review Period Deadline”). Upon any such termination of this Agreement pursuant to Buyer’s rights under this Section 8.2.1, the Initial Deposit (and any accrued interest thereon) shall be promptly returned to Buyer, and Buyer and Seller shall have no further rights and obligations hereunder except those which expressly survive termination of this Agreement. The failure of Buyer to terminate this Agreement in writing prior to the Review Period Deadline shall irrevocably be deemed to constitute Buyer’s (a) unconditional approval of its Studies and the condition of the Property, (b) election to close its acquisition of the Property subject to satisfaction of the other conditions set forth in this Section 8.2, and (c) agreement that the Deposit is nonrefundable to Buyer except as otherwise noted in Section 2.2.2 hereof. The cost of all such inspections, tests and Studies shall be borne exclusively by Buyer.”

Place and Date. The purchase and sale of the Property shall be completed in accordance with Article 9 hereof (the “Closing”). The Closing shall occur by mail through an escrow (the “Escrow”) with First American Title (the “Settlement Agent”), whose address is Six Concourse Parkway, Suite 2150, Atlanta, GA 30328, Attn: Leslie A. Hudson, or at such other place as Seller and Buyer agree in writing, on the basis of a “deed and money” escrow closing. The Escrow shall be deemed open on the date Buyer delivers the Initial Deposit to the Settlement Agent. Subject to the conditions precedent described in Article 8 hereof, the Closing shall occur not later than April 23, 2018, unless extended by Seller and Buyer in writing (the date on which the Closing occurs being hereinafter sometimes referred to as the “Closing Date”). In the event there exists a failed condition to Buyer’s or Seller’s obligation and Buyer and Seller do not agree to extend the Closing Date, or such failed condition exists after expiration of any such extension, then the party for whose benefit such condition exists may waive the condition or terminate this Agreement by written notice to the other party and to the Settlement Agent. The Escrow shall be considered closed when the Deed is recorded in the Official Records of Richland County, South Carolina (“Official Records”).”