ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

AMONG

BEASLEY FM ACQUISITION CORPORATION,

BEASLEY BROADCASTING OF NEVADA, LLC,

WAEC LICENSE LIMITED PARTNERSHIP, KJUL LICENSE LLC

AND

SILVER STATE BROADCASTING LLC

DATED AS OF MAY 27, 2009

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

This Agreement, dated as of May 27, 2009, is by and among Beasley FM Acquisition Corporation, a Delaware corporation, Beasley Broadcasting of Nevada, LLC, a North Carolina limited liability company, WAEC License Limited Partnership, a Delaware limited partnership and KJUL License LLC, a North Carolina limited liability company (referred to herein collectively as (“ Seller ”), and Silver State Broadcasting LLC, a Nevada limited liability company (“ Buyer ”).

Seller owns and operates the following radio broadcast stations (the “Stations”) pursuant to certain licenses, authorizations and approvals issued by the Federal Communications Commission (the “FCC”):

KBET(AM), Winchester, NV (Facility ID # 136292) (“KBET”)

KCYE(FM), North Las Vegas, NV (Facility ID # 19062) (“KCYE”)

KFRH(FM), Boulder City, NV (Facility ID # 57281 (“KFRH”)

Seller desires to sell and assign and Buyer desires to acquire substantially all of the assets used in the operation of KBET and certain assets used in the operation of KCYE and KFRH as set forth herein.

Therefore, the parties agree as follows:

ARTICLE 1

ASSETS TO BE CONVEYED

1.1 Closing. Subject to Section 11.1 (Termination Rights), the closing (the “ Closing ”) of the sale and purchase of the Assets shall take place on a date agreed upon by Buyer and Seller within five business days after all of the conditions specified in Sections 8.1 and 8.2 hereof have been fulfilled (or waived by the party entitled to waive such condition). The Closing shall be held in the offices of Lerman Senter P.L.L.C., 2000 K Street, N.W., Washington, D.C., at 10:00 a.m., local time, or at such other place, time or date as Buyer and Seller may otherwise agree in writing. A

1.2 Transfer of Assets. At the Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the following assets (the “ Assets ”). The Assets shall be delivered without any representation or warranty by Seller except as expressly set forth in this Agreement, and Buyer acknowledges that it has not relied on or been induced to enter into this Agreement by any representation or warranty other than those expressly set forth in Article 4 hereof. The Assets shall be conveyed to Buyer free and clear of all Liens, except as otherwise expressly provided in this Agreement. The Assets shall not include any items identified as Excluded Assets in Section 1.3 below.

(a) Licenses and Authorizations . All of the FCC Licenses issued with respect to KBET and KCYE, all translators used by or relating to KBET and KCYE, and all of those FCC Licenses listed and described on Schedule 1.2(a) attached hereto, and all applications therefor, together with any renewals or extensions thereof and additions thereto.

(b) Tangible Personal Property . All interests of Seller as of the date of this Agreement in all of the equipment, electrical devices, antennas, cables, fixtures, hardware, tools, spare parts, and other tangible personal property owned by seller, which is listed and described on Schedule 1.2(b) attached hereto, and any additions and improvements thereto between the date of this Agreement and the Closing Date (collectively, the “Tangible Personal Property”).

(c) Contracts and Leases . (i) Those Contracts and real property Leases used in connection with the business and operation of the Stations that are listed and described on Schedule 1.2(c) attached hereto; (ii) Time Sales Agreements; (iii) Trade Agreements; and (iv) Miscellaneous Agreements, to the extent that such Contracts referenced in subsections (ii), (iii) and (iv) relate to the operation of KBET and KFRH (the “Assumed Contracts”).

(d) all of Seller’s rights in and to 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, permits 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 KBET and KFRH, which are listed in Schedule 1.2(d) , and including the call letters “KBET” and “KFRH”, together with any additions thereto between the date hereof and the Closing Date (the “Intellectual Property”);

(e) (f) all files, records, and logs relating to the operation of KBET and KFRH, including, without limitation, the public inspection files, filings with the FCC related to KBET, KYCE FCC Licenses, or the Intellectual Property of KFRH, all technical information and engineering data relating to KBET and KCYE; and copies of all written Contracts to be assigned hereunder; and

(f) all rights under manufacturers’ and vendors’ warranties as exist at Closing and which relate to any of the Assets,

The assets to be transferred to Buyer hereunder are hereinafter collectively referred to as the “Assets.” The Assets shall be transferred to Buyer free and clear of any debts, liens, or encumbrances of any kind or nature, except for Permitted Liens.

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1.3 Excluded Assets. The Assets shall not include any of the following (the “Excluded Assets”):

(a) Seller’s books and records as pertain to the organization, existence or capitalization of Seller, and duplicate copies of such records as are necessary to enable Seller to prepare and file tax returns and reports;

(b) all cash, cash equivalents or similar type investments of Seller, such as certificates of deposit, Treasury bills, and other marketable securities on hand and/or in banks;

(c) all accounts receivable for cash for services performed or provided by Seller prior to the Closing Date (the “ Accounts Receivable ”);

(d) all Contracts of insurance;

(e) all pension, profit sharing or cash or deferred (Section 401(k)) plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any;

(f) any FCC authorizations for KFRH;

(g) the KFRH transmitter site, tower and transmission equipment and all other KFRH assets except for certain KFRH Intellectual Property included in the Assets;

(h) the KCYE auxiliary transmitter site;

(i) Seller’s studio and any and all of Seller’s studio equipment, fixtures, business machines and furniture used in the operation of the Stations; Seller’s rights in and to the KCYE call letters; Seller’s rights in and to the trademarks, trade names, service marks, copyrights, programs and programming material, jingles, slogans, logos, domain names, websites and other intangible property which is used or held for use in the operation of KCYE;

(j) any equipment, personal property, real property or intellectual property owned by Seller or an affiliate or Seller that is not used exclusively by the Stations; and

(k) and the items identified as Excluded Assets on Schedule 1.3 .

ARTICLE 2

PURCHASE PRICE

2.1 Purchase Price. As consideration for the Assets, Buyer shall pay Seller Fifteen Million Two Hundred Fifty Thousand Dollars ($15,250,000).

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2.2 Payment of Purchase Price. Upon the execution and delivery of this Agreement by Buyer and Seller, Buyer shall pay, by wire transfer of immediately available funds, One Million Dollars ($1,000,000) (the “Escrow Deposit”) to Bergner & Co. (“Escrow Agent”) to be held pursuant to the terms and conditions of an escrow agreement of even date herewith by and among Buyer, Seller, and Escrow Agent substantially in the form of Exhibit A hereto (“Escrow Agreement”). At the Closing, Buyer and Seller shall jointly instruct Escrow Agent to pay the Escrow Deposit to Seller, and any interest accumulated thereon, to Buyer. At the Closing, Buyer shall pay the balance of the Purchase Price by wire transfer of immediately available federal funds to an account at a bank or financial institution pursuant to wire instructions that Seller shall deliver to Buyer at least three (3) business days prior to the Closing Date.

2.3 Allocation of Purchase Price. Buyer and Seller will allocate the Purchase Price as reasonably determined by Buyer and in accordance with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). Buyer and Seller each further agrees to file its federal income tax returns and its other tax returns reflecting such allocation.

2.4 Prorations.

(a) All expenses arising from the use and ownership of the Assets shall be prorated between Buyer and Seller as of 12:01 a.m. local time, on the Closing Date (the “ Effective Time ”) in accordance with generally accepted accounting principles consistently applied. Such prorations shall include, without limitation, all ad valorem and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby, which shall be paid as set forth in Section 13.1 of this Agreement), deposits, utility expenses, liabilities and obligations under all Assumed Contracts, rents and similar prepaid and deferred items and all other expenses attributable to the ownership and operation of the Assets. To the extent not known, real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained.

(b) Three (3) business days prior to the Closing, Seller shall deliver to Buyer a preliminary list of any items to be prorated pursuant to Section 2.4 and, to the extent feasible, such prorations and adjustments shall be mutually agreed upon by Seller and Buyer and made at the Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at the Closing, Buyer and Seller shall complete the proration process within 60 days after the Closing.

ARTICLE 3

ASSUMPTION OF OBLIGATIONS

3.1 Assumption of Obligations. At the Closing, Buyer shall assume and undertake to pay, satisfy or discharge (a) the liabilities, obligations and commitments arising or accruing on and after the Effective Time under the Assumed Contracts, and (b) except as set forth herein, the liabilities, obligations and commitments arising from or relating to the ownership of the Assets on and after the Effective Time.

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3.2 Limitation. Except as set forth in Section 3.1 , Buyer expressly does not, and shall not, assume or be deemed to assume, under this Agreement or otherwise by reason of the transactions contemplated hereby, any liabilities, obligations or commitments of Seller of any nature whatsoever, including, without limitation, (a) any obligations or liabilities under any contract, lease or agreement relating to the Stations (other than the Assumed Contracts), (b) any claims or pending litigation or proceedings relating to the operation of the Stations prior to the Closing, (c) any insurance policies of Seller, (d) any obligations or liabilities arising under capitalized leases or other financing agreements, (e) any obligations or liabilities of Seller under any employee pension, retirement, health and welfare or other benefit plans, (f) any liability for any taxes attributable to the Assets or the operations of the Stations prior to Closing, or (g) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

4.1 Organization and Standing Each Seller is duly formed, validly existing and in good standing under the laws of the State of its organization, and has all necessary power and authority to own, lease and operate the Assets and to carry on the business of the Stations that it owns, leases or operates.

4.2 Authorization and Binding Obligation. Each Seller has all necessary power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Seller and constitutes its valid and binding obligation enforceable against such Seller in accordance with its terms.

4.3 Absence of Conflicting Agreements or Required Consents. Except as set forth in Schedule 4.3 and Article 6 (Governmental Consents), the execution, delivery and performance of this Agreement by Seller: (a) do not and will not violate any provisions of any Seller’s organizational documents; (b) do not and will not require the consent or approval of or any filing with any third party or governmental authority; (c) do not and will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority; and (d) do not and will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination or acceleration of or result in a breach of the terms, conditions or provisions of, or constitute a default under any agreement, lease, instrument, license or permit to be included in the Assets.

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4.4 Absence of Litigation. There is no claim, litigation, arbitration or proceeding pending or, to Seller’s knowledge, threatened, before or by any court, governmental authority or arbitrator that seeks to enjoin or prohibit, that questions the validity of, or that might materially hinder or impair Seller’s performance of its obligations under this Agreement. There are no actions, suits, investigations or proceedings pending or, to Seller’s knowledge, threatened against or affecting the Assets, in any court or before any arbitrator, or before or by any governmental department, commission, bureau, board, agency or instrumentality, domestic or foreign.

4.5 FCC Authorizations

(a) Schedule 1.2(a) contains a true and complete list of the FCC Licenses, and there are no other licenses, permits or other authorizations from the FCC required for the lawful operation of KBET or KCYE in the manner it is presently operated. The FCC Licenses are valid and in full force and effect. All required FCC regulatory fees with respect to the FCC Licenses have been paid. The FCC Licenses have been issued for full terms expiring on October 1, 2013, and the FCC Licenses are not subject to any condition except for conditions shown on the face of the FCC Licenses, applicable to radio broadcast licenses generally or otherwise disclosed in Schedule 1.2(a) .

(b) Except as set forth in Schedule 1.2(a) , to Seller’s knowledge, there are no applications, petitions, complaints, proceedings or other actions pending or threatened before the FCC relating to the Stations, other than proceedings affecting the radio broadcasting industry generally.

4.6 Title to and Condition of Personal Property. Seller has good and marketable title to the Personal Property free and clear of all Liens, other than Permitted Liens. Except for Personal Property that is obsolete or no longer used in the operation of the Stations, and except as set forth in Schedule 1.2(b) , the Personal Property is in good operating condition and repair, subject to ordinary wear and tear. To Seller’s knowledge, the Personal Property is operated in material compliance with the rules and regulations of the FCC and all other applicable federal, state and local statues, ordinances, rules and regulations.

4.7 Assumed Contracts.

(a) Schedule 1.2(c) lists all Contracts relating to the Stations as of the date of this Agreement except for (i) Time Sales Agreements; (ii) Contracts included in the Excluded Assets; (iii) Contracts and other employment arrangements with employees of the Stations, which are not being assumed by Buyer; and (iv) Contracts entered into in the ordinary course of business of the Stations requiring payment by Seller of no more than $1,000 in any one case and no more than $20,000 in the aggregate (“ Miscellaneous Agreements ”).

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(b) Seller has delivered to Buyer true and complete copies of all written Contracts (or materially complete descriptions of oral contracts and group contracts) listed on Schedule 1.2(c) . Except as set forth in Schedule 1.2(c) , all Assumed Contracts are valid, binding and enforceable by Seller in accordance with their respective terms, except as limited by laws affecting creditors’ rights or equitable principles generally. Seller has complied in all material respects with all Assumed Contracts. To Seller’s knowledge, no other contracting party is in material default under any of the Assumed Contracts. Except as set forth in Schedule 1.2(c) , Seller has full legal power and authority to assign its rights under the Assumed Contracts to Buyer in accordance with this Agreement on terms and conditions no less favorable than those in effect on the date hereof, and such assignment will not require the consent of any third party or affect the validity, enforceability and continuity of any of the Assumed Contracts.

4.8 Leased Real Property.

(a) Except for Seller’s studio with respect to the Stations and auxiliary tower site for KCYE (which are not being conveyed to Buyer), Scheduled 1.2(c) includes a description of all real property leased by Seller and used or held for use in connection with the business and operation of KBET and KCYE and included in the Assets (collectively, the “Leased Real Property”).

(b) The Leased Real Property and all of the buildings, towers, antennas, fixtures and improvements owned or leased by Seller and located on the Leased Real Property, (i) are in good operating condition and repair (reasonable wear and tear excepted), (ii) comply, as to Seller’s uses, in all material respects with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, (iii) have no known structural defects, and (iv) are adequate and suitable for the purposes for which they are presently being used.

(c) Seller has delivered to Buyer true and complete copies of the written leases constituting the Leased Real Property (collectively, the “Leases”). Seller has valid leasehold interests in the Leased Real Property described in the Leases listed in Schedule 1.1(c) , free and clear of all Liens other than Permitted Liens. Each such lease provides sufficient access to the Station’s facilities without need to obtain any other access rights. Except as indicated in Schedule 1.2(c) , no third-party consent or approval is required for the assignment of any such lease to Buyer, or for the consummation of the Transactions contemplated hereby.

4.9 Compliance With Laws. To Seller’s knowledge, Seller has complied in all material respects with, and is not in violation of any federal, state or local laws, regulations or orders relating to the operation of the Stations.

4.10 Environmental Matters. To Seller’s knowledge, and except as disclosed on Schedule 4.10 , and except for ordinary quantities of properly stored Hazardous Substances or Hazardous Wastes found in consumer or commercial products that are used in the normal course of broadcast station operations, including grounds and building operation and maintenance,

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(a) All aboveground and underground storage tanks (including the piping servicing same) containing a Hazardous Substance or Hazardous Waste and located on or serving the Leased Real Property are in compliance with Environmental Laws and are not leaking or otherwise discharging Hazardous Substances or Hazardous Waste therefrom;

(b) Seller has not received any notice of violation, lien, complaint, suit, order or other notice or communications concerning any alleged violation of any Environmental Law (“ Environmental Notice ”) with respect to Seller’s use of the Leased Real Property, which has not been fully satisfied and complied with in a timely fashion;

(c) Seller has all material permits and licenses required under any Environmental Law to be issued to it by any governmental authority on account of any or all of its activities on any of the Leased Real Property and is in compliance with the terms and conditions of such permits and licenses; any and all such permits and licenses are in full force and effect; and no change in facts or circumstances reported or assumed in the application for or granting such permits or licenses exists.

4.11 Intellectual Property. Schedule 1.2(d) lists all Intellectual Property applied for, issued to or owned by Seller for use in the operation of KBET and KFRH, or under which Seller is licensed or franchised, except for Intellectual Property included in the Excluded Assets, all of which rights and interests are issued to or owned by Seller, or if licensed or franchised to Seller, are valid and uncontested. Seller has delivered to Buyer copies of all documents, if any, establishing such rights, licenses or other authority. There is no pending or, to the best of Seller’s knowledge, threatened proceeding or litigation affecting or with respect to the Intellectual Property.

4.12 Taxes. Seller has duly, timely and in the required manner filed all federal, state, local and foreign income, franchise, sales, use, property, excise, payroll and other tax returns and forms required to be filed, and has paid in full or discharged all taxes, assessments, excises, interest, penalties, deficiencies and losses required to be paid. As of the time of filing, such returns were true, complete and correct in all material respects. There are no governmental investigations or other legal, administrative, or tax proceedings pending, or to the best of Seller’s knowledge, threatened pursuant to which Seller is or could be made liable for any taxes, penalties,