STOCK PURCHASE AGREEMENT

Exhibit 2.3

STOCK PURCHASE AGREEMENT

Between

LINCOLN FINANCIAL MEDIA COMPANY

and

RAYCOM HOLDINGS, LLC

Dated as of November 12, 2007

TABLE OF CONTENTS

i

ii

iii

iv

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of November 12, 2007, between LINCOLN FINANCIAL MEDIA COMPANY, a North Carolina corporation (the “ Seller ”) and RAYCOM HOLDINGS, LLC, a Delaware limited liability company (the “ Purchaser ”).

RECITALS

WHEREAS, Seller owns all the issued and outstanding shares of common stock of WCSC, Inc., a South Carolina corporation (“ WCSC ”), WBTV, Inc., a North Carolina corporation (“ WBTV ”), and WWBT, Inc., a Virginia corporation (“ WWBT ”, and together with WCSC and WBTV, the “ Companies ”);

WHEREAS, the Companies own and operate television stations WCSC-TV, Charleston, South Carolina, WBTV(TV), Charlotte, North Carolina, and WWBT(TV), Richmond, Virginia pursuant to certain authorizations issued by the FCC; and

WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, the Shares, all upon the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, Seller and Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms . For purposes of this Agreement:

“ Action ” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“ Assets ” means the assets of the Companies.

“ Budgeted Capex Amount ” means the sum of (a) $3,931,856 plus (b) the product of $533,705 multiplied by the number of full calendar months elapsed between January 1, 2008 and the Closing Date.

“ Business ” means the operation of the Stations by the Companies.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

“ Charlotte Leases ” means the leases between WBTV and LFNC substantially in the form attached hereto as Exhibit 1.01(a).

“ Code ” means the Internal Revenue Code of 1986, as amended through the date hereof.

“ Company ” means, individually, each of the Companies and Tall Tower, Inc., a South Carolina corporation and wholly-owned subsidiary of WCSC.

“ Company Intellectual Property ” means all Intellectual Property owned by any Company that is material to the operation of the Companies as currently conducted.

“ Company IP Agreements ” means all (a) licenses of Intellectual Property to any of the Companies, and (b) licenses of Intellectual Property by any of the Companies to third parties.

“ Control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract or otherwise.

“ Conveyance Taxes ” means sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

“ Disclosure Schedule ” means the Disclosure Schedule attached hereto. Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosures contained in any section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other section of the Disclosure Schedule as though fully set forth in such other section for which the applicability of such information and disclosure is reasonably apparent on the face of such information or disclosure.

“ Encumbrance ” means (a) any mortgage, lien or encumbrance, (b) any covenant, condition, restriction, easement, charge, right-of-way, or similar matter of record, and (c) any zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities.

2

“ Environmental Claim ” means any claim, action, cause of action, investigation or written notice by any Person alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from: (a) the presence or release of any Hazardous Substances at any location, whether or not owned or operated by Seller, or (b) circumstances forming the basis of any material violation of any Environmental Law.

“ Environmental Law ” means any federal, state, local statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, in each case in effect as of the date hereof, relating to pollution, cleaning up or protection of the environment.

“ Excluded Taxes ” means (a) Taxes imposed on or payable by any of the Companies for any taxable period that ends on or before the Closing Date including, for the avoidance of doubt, any Taxes imposed as a result of the deemed sale of assets pursuant to the Section 338(h)(10) Election; (b) with respect to Straddle Periods, Taxes imposed on any of the Companies which are allocable, pursuant to Section 7.02, to the portion of such period ending on the Closing Date including, for the avoidance of doubt, any Taxes imposed on any of the Companies as a result of the deemed sale of assets pursuant to the Section 338(h)(10) Election; (c) Taxes the imposition of which would result in a breach of a representation or warranty in Section 7.01(a) hereof; and (d) Taxes attributable to a taxable period ending on or before the Closing Date for which any of the Companies is held liable under Section 1.1502-6 of the Regulations (or any similar provision of state or local law) by reason of such Company being included in any consolidated, affiliated, combined or unitary group at any time on or before the Closing Date; provided , however , that Excluded Taxes shall not include Taxes resulting from any act, transaction or omission of Purchaser or any of the Companies occurring after the Closing that is not in the ordinary course of business.

“ FCC ” means the United States Federal Communications Commission or any successor agency thereto.

“ FCC Applications ” means the application or applications that Seller and Purchaser must file with the FCC requesting its consent to the transfer of control of the FCC Licenses.

“ FCC Consent ” means the initial action by the FCC approving the FCC Applications.

“ Final Order ” means an action by the FCC (a) that has not been vacated, reversed, stayed, enjoined, set aside, annulled or suspended, (b) with respect to which no request for stay, motion or petition for rehearing, reconsideration or review, or application or request for review or notice of appeal or sua sponte review by the FCC is pending, and (c) as to which the time for filing any such request, motion, petition, application, appeal or notice, and for the entry of orders staying, reconsidering or reviewing on the FCC’s own motion has expired.

“ GAAP ” means United States generally accepted accounting principles and practices in effect from time to time applied consistently throughout the periods involved.

3

“ Government Consents ” means the FCC Consent and HSR Clearance.

“ Governmental Authority ” means any federal, state, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Hazardous Substance ” means substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitibility, corrosivity, reactivity, radioactivity, carcinogenicity, reproductive toxicity or toxic characteristic leaching procedure toxicity, and petroleum.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ HSR Clearance ” means the expiration or termination of any applicable waiting period under the HSR Act.

“ Indemnified Party ” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“ Indemnifying Party ” means Seller pursuant to Section 9.02 and Purchaser pursuant to Section 9.03, as the case may be.

“ Intellectual Property ” means (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, and (d) registrations and applications for registration of the foregoing.

“ Interim Period ” means the period from the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement.

“ IRS ” means the Internal Revenue Service of the United States, and, to the extent relevant, the United Stated Department of the Treasury.

“ Law ” means any federal, state, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“ Leased Real Property ” means the real property leased by any of the Companies, as lessor or lessee.

“ LFNC ” means Lincoln Financial Media Company of North Carolina, a North Carolina corporation.

4

“ Material Adverse Effect ” means any circumstance, change in or effect on the Companies that is, or would reasonably be expected to be, materially adverse to the results of operations or the financial condition of the Companies, taken as a whole; provided , however , that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”: (a) events, circumstances, changes or effects that generally affect the television broadcast or communications tower leasing industries in the United States (including legal and regulatory changes), (b) events, circumstances, changes or effects that generally affect the television broadcast or communications tower leasing markets in which the Companies operate, (c) general economic or political conditions or events, circumstances, changes or effects affecting the securities markets generally, (d) any change in accounting requirements or principles or the interpretation thereof, (e) any reduction in the price of advertising offered by the Companies in response to a reduction in the price of advertising offered by a competitor, and (f) any decline in audience levels or ratings at one or more of the Stations.

“ Material Leases ” means the leases relating to certain parcels of the Leased Real Property which are listed in Section 1.01 of the Disclosure Schedule.

“ MVPD ” means multi-channel video distribution system, which includes cable television systems, satellite master antenna television systems, open video systems, broadband radio service, direct broadcast satellite, multi-channel multi-point distribution service and multi-point distribution service.

“ Net Working Capital ” as of any date or time means (a) the current assets of the Companies as of such date or time, minus (b) the current liabilities of the Companies as of such date or time; provided, that (i) any balances owing to or from Affiliates, (ii) any Taxes payable or receivable, (iii) any “programming rights” or “programming liabilities”, and (iv) any liabilities, accrued or otherwise, related to the Seller Plans, shall be disregarded.

“ Order ” means any decree, injunction, judgment, order, ruling, assessment or writ.

“ Owned Real Property ” means the real property in which any of the Companies have fee title (or equivalent) interest.

“ Permitted Encumbrances ” means (a) statutory liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of any of the Companies, or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation), (c) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities which do not materially interfere with the present use of the Assets, (d) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and similar matters of record which do not materially

5

interfere with the present use of the Owned Real Property or Transferred Real Property, (e) matters which would be disclosed by an accurate survey or inspection of the Owned Real Property or Transferred Real Property which do not materially impair the occupancy or current use of such Owned Real Property or Transferred Real Property, (f) all other Encumbrances that do not materially interfere with the present use of the Owned Real Property or Transferred Real Property, and (g) the leases identified on Section 3.11(b) of the Disclosure Schedule.

“ Permit ” means any governmental license (other than an FCC License), franchise, certificate of authority, order, or other authorization, or any waiver of the foregoing.

“ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“ Purchase Price Bank Account ” means a bank account in the United States to be designated by Seller in a written notice to Purchaser at least two (2) Business Days before the Closing.

“ Purchaser’s Accountants ” means KPMG LLP, independent accountants of Purchaser.

“ Regulations ” means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller’s Accountants ” means Ernst & Young LLP, independent accountants of Seller.

“ Seller’s Knowledge ”, “ Knowledge of Seller ” or similar terms used in this Agreement mean the actual (but not constructive or imputed) knowledge of Fred Crawford, after inquiry of the Persons listed in Exhibit 1.01(b).

“ Shares ” means all the issued and outstanding shares of common stock of the Companies.

“ Stations ” means the television stations set forth in the Recitals.

“ Straddle Period ” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“ Tax ” or “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, unclaimed property, escheat, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any fine, interest, penalty, or addition thereto, whether disputed or not.

6

“ Tax Returns ” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) required to be filed with a Governmental Authority with respect to Taxes.

“ Transactions ” means the sale of the Shares and the other transactions contemplated by this Agreement.

“ Transferred Real Property ” means the real property set forth on Section 1.01(b) of the Disclosure Schedule and in which Seller has fee simple title (or equivalent) interest as of the date hereof.

SECTION 1.02. Definitions . The following terms have the meanings set forth in the Sections set forth below:

7

8

SECTION 1.03. Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; and

(g) references to a Person are also to its successors and permitted assigns.

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale of the Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all right, title and interest in and to the Shares, free and clear of all liens and encumbrances.

SECTION 2.02. Purchase Price . The amount payable by Purchaser to Seller for the Shares shall be Five Hundred Forty-Eight Million Dollars ($548,000,000) (the “ Purchase Price ”). At the Closing, the Purchase Price will be increased or decreased (as applicable) by (a) the Estimated Net Working Capital Adjustment Amount and (b) the Estimated Capex Adjustment Amount. After the Closing, the parties will determine the Net Working Capital Adjustment Amount and the Closing Capex Amount, and make such payments as provided in Section 2.06.

9

SECTION 2.03. Closing . Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at the offices of Latham & Watkins LLP, 555 Eleventh Street, N.W., Suite 1000, Washington, D.C., at 10:00 a.m. Washington, D.C. time on the last day of the first calendar month that is at least two (2) Business Days after satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Sections 8.01(b) and 8.02(b) (the “ Closing Date ”), or at such other place or at such other time or on such other date as Seller and Purchaser may mutually agree upon in writing.

SECTION 2.04. Closing Deliveries by Seller . At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

(a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed;

(b) a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby;

(c) a certificate of the Secretary or an Assistant Secretary of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder;

(d) a certificate of a duly authorized officer of Seller, certifying as to the matters set forth in Section 8.02(a);

(e) copies of Seller’s and each Company’s certificate of incorporation and bylaws certified as of a recent date (which is not more than thirty (30) days before Closing) by, with respect to certificates of incorporation, the Secretary of State of the jurisdiction of its incorporation and, with respect to bylaws, its Secretary;

(f) a certificate of good standing of Seller and each Company, each issued as of a recent date (which is not more than thirty (30) days before Closing) by the Secretary of State of the jurisdiction of its incorporation;

(g) certificates of the Secretary of Seller and each Company dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser certifying (i) as to the absence of any amendments to the certificates of incorporation or bylaws of each of Seller and the Companies since the date of the certification of its Secretary provided in Section 2.04(e); (ii) that, in the case of the certificate of Seller’s Secretary, attached thereto is a true and correct copy of the resolutions of the board of directors authorizing the execution and performance of this Agreement and the Transactions, and (iii) as to the incumbency and genuineness of the signatures of the officers of Seller executing this Agreement and any agreement contemplated hereby;

10

(h) a certificate as to the non-foreign status of Seller pursuant to section 1.1445-2(b)(2) of the Regulations;

(i) the termination or resignation, in writing, of each director and officer of the Companies of his or her position as officer or director, as applicable, effective as of the Closing;

(j) a release in the form attached hereto as Exhibit 2.04(j);

(k) agreements between Seller and certain of the Companies assigning to such Companies the contracts listed on Section 2.04(k) of the Disclosure Schedule;

(l) documentation evidencing the transfer of title to the Transferred Real Property from Seller to WBTV, Inc.; and

(m) the Charlotte Leases, executed by WBTV and LFNC.

SECTION 2.05. Closing Deliveries by Purchaser . At the Closing, Purchaser shall deliver to Seller:

(a) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account;

(b) a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby;

(c) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder;

(d) a certificate of a duly authorized officer of Purchaser, certifying as to the matters set forth in Section 8.01(a);

(e) copies of Purchaser’s articles of organization and operating agreement certified as of a recent date (which is not more than thirty (30) days before Closing) by, with respect to articles of organization, the Secretary of State of the State of Delaware and, with respect to the operating agreement, its Secretary;

(f) a certificate of good standing of Purchaser issued as of a recent date (which is not more than thirty (30) days before Closing) by the Secretary of State of the State of Delaware;

(g) a certificate of the Secretary of Purchaser dated as of the Closing Date, in form and substance reasonably satisfactory to Seller certifying (i) as to the absence of any amendments to the articles of organization or operating agreement of Purchaser since the date of the certification of its Secretary provided in Section 2.05(e); (ii) that attached thereto is a true

11

and correct copy of the resolutions of the Managers of Purchaser authorizing the execution and performance of this Agreement and the Transactions, and (iii) as to the incumbency and genuineness of the signatures of the officers of Purchaser executing this Agreement and any agreement contemplated hereby; and

(h) a release in the form attached hereto as Exhibit 2.04(j).

SECTION 2.06. Net Working Capital Adjustment and Capital Expenditure Adjustment .

(a) Estimated Net Working Capital Adjustment . Not later than three (3) days prior to the Closing, Seller shall deliver to Purchaser its good faith estimate of the Net Working Capital of the Companies as of the Closing (the “ Estimated Net Working Capital ”), together with a reasonably detailed explanation of the calculation thereof. The “ Estimated Net Working Capital Adjustment Amount ”, which may be positive or negative, shall mean (i) the Estimated Net Working Capital, minus (ii) $15,130,089 (the “ Base Working Capital ”), with Base Working Capital equal to the Net Working Capital of the Companies as of June 30, 2007 (the “ Reference Statement Date ”), and Net Working Capital having been derived from the combined balance sheet of the Companies as of the Reference Statement Date (the “ Reference Balance Sheet ”). The calculation of the Base Working Capital is set forth in Exhibit 2.06(a). The effective time of the Closing for purposes of calculating the Estimated Net Working Capital and the Closing Net Working Capital shall be 11:59 p.m. on the Closing Date. The calculation of the Estimated Net Working Capital and the Closing Net Working Capital shall use the same methodology as the calculation of the Base Working Capital, except that Estimated Net Working Capital and Closing Net Working Capital shall not reflect the conduct of business or any action that takes place on the Closing Date after the consummation of the transactions contemplated hereby that is outside of the ordinary course of business of the Companies.

(b) Estimated Capital Expenditure Adjustment . Not later than three (3) days prior to the Closing, Seller shall deliver to Purchaser its good faith estimate of the cumulative capital expenditures made by the Companies for the period from November 1, 2007 through the Closing Date (the “ Estimated Capex Amount ”), together with a reasonably detailed explanation of the calculation thereof. The “ Estimated Capex Adjustment Amount ”, which may be positive or negative, shall mean the remainder of (i) the Estimated Capex Amount minus (ii) the Budgeted Capex Amount. The effective time of the Closing for purposes of calculating the Estimated Capex Amount shall be 11:59 p.m. on the Closing Date. The calculation of the Estimated Capex Amount shall not reflect the conduct of business or any action that takes place on the Closing Date after the consummation of the transactions contemplated hereby that is outside of the ordinary course of business of the Companies.

(c) Closing Balance Sheet . As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereafter, Purchaser shall deliver to Seller (i) a combined balance sheet of the Companies as of the Closing (the “ Closing Balance Sheet ”), (ii) a calculation of the Net Working Capital of the Companies as of the Closing, as derived from the Closing Balance Sheet and otherwise in accordance herewith (the “ Closing Net Working Capital ”), and (iii) a calculation of the cumulative capital expenditures made by the Companies from October 1, 2007 through the Closing Date (the “ Closing Capex Amount ”). The

12

Closing Balance Sheet shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Reference Balance Sheet; provided that the methods described in Section 3.07 of the Disclosure Schedule with respect to the Reference Balance Sheet shall be applied to the preparation of the Closing Balance Sheet.

(d) Disputes . Upon delivery of the Closing Balance Sheet, Purchaser will provide to Seller and its accountants reasonable access to the books and records of the Companies, to the extent reasonably related to its evaluation of the Closing Balance Sheet, the calculation of the Closing Net Working Capital and the calculation of the Closing Capex Amount. If Seller shall disagree with the calculation of (a) the Closing Net Working Capital or any element of the Closing Balance Sheet relevant thereto or (b) the Closing Capex Amount, it shall notify Purchaser of such disagreement in writing within sixty (60) days after its receipt of the Closing Balance Sheet and the Closing Capex Amount which notice shall set forth in detail the particulars of such disagreement. In the event that Seller does not provide such a notice of disagreement within such sixty (60) day period, Seller shall be deemed to have accepted the Closing Balance Sheet, the calculation of the Closing Net Working Capital and the calculation of the Closing Capex Amount delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Seller, Purchaser and Seller shall use their commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital or the calculation of the Closing Capex Amount. If, at the end of such period, they are unable to resolve such disagreements, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized national standing as may be mutually selected by Purchaser and Seller) (the “ Auditor ”) shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by Purchaser and Seller to the Auditor within ten (10) Business Days following the Auditor’s selection, (a) whether the Closing Balance Sheet was prepared in accordance with the standards set forth in Section 2.06(c) and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent (if any) the Closing Net Working Capital determination requires adjustment or (b) whether and to what extent (if any) the Closing Capex Amount determination requires adjustment. The fees and expenses of the Auditor shall be paid one-half by Purchaser and one-half by Seller. The determination of the Auditor shall be final, conclusive and binding on the parties. The date on which the Closing Net Working Capital and the Closing Capex Amount is finally determined in accordance with this Section 2.06(d) is referred as to the “ Determination Date .”

(e) Payment . The “ Net Working Capital Adjustment Amount ,” which may be positive or negative, shall mean (i) the Closing Net Working Capital minus (ii) the Base Working Capital. If the Net Working Capital Adjustment Amount is greater than the Estimated Net Working Capital Adjustment Amount (such difference, the “ Net Working Capital Increase Amount ”), then within five (5) days after the Determination Date, Purchaser shall pay to Seller the Net Working Capital Increase Amount. If the Estimated Net Working Capital Adjustment Amount is greater than the Net Working Capital Adjustment Amount (such difference, the “ Net Working Capital Deficit Amount ”), then within five (5) days after the Determination Date, Seller shall pay to Purchaser the Net Working Capital Deficit Amount. If the Closing Capex Amount is greater than the Estimated Capex Amount (such difference, the “ Capex Increase Amount ”), then

13

within five (5) days after the Determination Date, Purchaser shall pay to Seller the Capex Increase Amount. If the Estimated Capex Amount is greater than the Closing Capex Amount (such difference, the “ Capex Deficit Amount ”), then within five (5) days after the Determination Date, Seller shall pay to Purchaser the Capex Deficit Amount.

(f) Interest on Payments . Any payments required to be made by Seller or Purchaser pursuant to Section 2.06(e) shall bear interest from the date of the Closing through the date of payment at the rate identified by The Wall Street Journal on the date of payment as the United States prime rate.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF SELLER

Seller hereby represents and warrants to Purchaser, as follows:

SECTION 3.01. Organization, Authority and Qualification of Seller . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms.

SECTION 3.02. Organization, Authority and Qualification of the Companies . Each Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, or (b) have a Material Adverse Effect.

SECTION 3.03. Capitalization; Ownership of Shares . The capitalization of the Companies is as set forth in Section 3.03 of the Disclosure Schedule. All the Shares are validly

14

issued, fully paid and nonassessable and were not issued in violation of any preemptive rights or any applicable laws. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares obligating either Seller or any of the Companies to issue or sell any Shares or any other interest in any of the Companies. The Shares constitute all the issued and outstanding capital stock of the Companies and are owned of record and beneficially by Seller or, in the case of Tall Tower, Inc., by WCSC, Inc., free and clear of all liens and encumbrances. Except for Tall Tower, Inc. or as set forth in Section 3.03 of the Disclosure Schedule, the Companies do not own, directly or indirectly, any equity, profits, or voting interest in any Person, nor does it have any agreement or commitment to purchase any such interest.

SECTION 3.04. No Conflict . Assuming that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained and all filings and notifications described therein made, and except as may result from any facts or circumstances relating solely to Purchaser, the execution, delivery and performance of this Agreement by Seller do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of Seller or any of the Companies, (b) conflict with or violate any Law or Governmental Order applicable to Seller or any of the Companies, or (c) except as set forth in Section 3.04(c) of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Seller or any of the Companies is a party, except, in the case of clauses (b) and (c), as would not (i) materially and adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, or (ii) have a Material Adverse Effect.

SECTION 3.05. Governmental Consents and Approvals . The execution, delivery and performance of this Agreement by Seller do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) as described in Section 3.05 of the Disclosure Schedule, (b) the Government Consents, or (c) as may be necessary as a result of any facts or circumstances relating to Purchaser or any of its Affiliates.

SECTION 3.06. FCC Licenses .

(a) The Companies are the holders of the licenses, permits and authorizations set forth in Section 3.06 of the Disclosure Schedule, which are all of the licenses, permits and authorizations issued by the FCC that are required for or otherwise material to the present operation of the Stations (the “ FCC Licenses ”). Seller has made available to Purchaser true and complete copies of the FCC Licenses and pending FCC applications with respect to the Stations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired; and, except as set forth in Section 3.06 of the Disclosure Schedule, are not subject to any conditions except conditions applicable to broadcast licenses generally or as otherwise disclosed on the face of the FCC Licenses. There is not pending any action by or before the FCC to revoke, suspend, cancel, rescind or materially and

15

adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability). Except as set forth in Section 3.06 of the Disclosure Schedule, to Seller’s Knowledge after due inquiry by its FCC counsel and consultation by Seller with such counsel, there is not any FCC order, judgment, decree, notice of violation, notice of apparent liability or order of forfeiture outstanding, nor is there any action, suit, notice of apparent liability, order of forfeiture, investigation or other proceeding pending or threatened, by or before the FCC, against the Stations or FCC Licenses or against the Seller or any of the Companies with respect to the Stations or FCC Licenses. The Stations are operating in compliance in all material respects with the FCC Licenses, the Communications Act of 1934, as amended (the “ Communications Act ”), and the rules, regulations and policies of the FCC. Except as set forth in Section 3.06 of the Disclosure Schedule, to Seller’s Knowledge, there are no matters relating to Seller, any of the Companies or any Station that might reasonably be expected to result in the FCC’s denial or delay of approval of the FCC Applications.

(b) Except as set forth in Section 3.06 of the Disclosure Schedule, each Company has been assigned a channel by the FCC for the provision of pre-transition digital television (“ DTV ”) service, and the FCC Licenses include such authorization. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the Stations is broadcasting a DTV signal on its pre-transition DTV channel under a construction permit, license or special temporary authorization, each of which is included in the FCC Licenses. Except as set forth in Section 3.06 of the Disclosure Schedule, each Station is in compliance with the FCC’s rules, policies and deadlines concerning construction of DTV facilities, and, except as set forth in Section 3.06 of the Disclosure Schedule, each Station is broadcasting a DTV signal in accordance with such authorization in all material respects and is in compliance in all material respects with the FCC’s build-out and operational requirements for digital television. Except as set forth in Section 3.06 of the Disclosure Schedule, each Station’s election of a channel on which to provide DTV service following the end of the DTV transition has been approved by the FCC. Seller has not leased, licensed, assigned, conveyed or otherwise encumbered any Station’s digital spectrum or any portion thereof or granted rights to any party to broadcast on any Station’s digital spectrum or any portion thereof for the provision of any “ancillary or supplementary services” (as the term is defined by the Communications Act.)

(c) As of the date of this Agreement the Stations are carried on MVPDs pursuant to the retransmission consent agreements set forth in Section 3.06 of the Disclosure Schedule; and Seller has made available to Purchaser true and complete copies of the retransmission consent agreements. Section 3.06 of the Disclosure Schedule contains a true and complete list of;

(i) all MVPDs that to Seller’s Knowledge carry the signal of the Stations;

(ii) all retransmission consent and/or copyright indemnification contracts entered into with any MVPD with respect to the Stations;

(iii) all MVPDs to which each Station timely provided a must-carry notice or retransmission consent notice in accordance with the provisions of the Communications Act for the three year period commencing January 1, 2006, including in each case whether must-carry or retransmission consent status was elected;

16

(iv) any MVPDs in any Station’s designated market area (“ DMA ”), as defined by Nielsen, that, to Seller’s Knowledge, have more than 3,000 subscribers and do not carry such Station’s signal;

(v) any modification to the geographic area in which a Station is eligible for must-carry or retransmission consent rights under FCC rules that, to Seller’s Knowledge, is pending with or has been approved by the FCC, including any appeals of such modification; and

(vi) all notices received by the Companies or with respect to a Station from or in connection with a direct broadcast satellite (“ DBS ”) system relating to the intention of such DBS system to import into such Station’s DMA the signals of other stations that are “significantly viewed.”

No MVPD has declined or refused to carry any Station inside of such Station’s DMA after written notice from any Company that carriage of such Station is required under either the Communications Act or a retransmission consent agreement or disputed the Station’s right to carriage pursuant to any must-carry election.

(d) All material reports and filings required to be filed with the FCC by each of the Companies with respect to the Stations have been timely filed. All such reports and filings are accurate and complete in all material respects. Each of the Companies maintain appropriate public inspection files at the Stations as required by the FCC’s rules, and in compliance in material respects with those rules. All FCC annual regulatory fees assessed with respect to the FCC Licenses have been paid.

(e) To Seller’s Knowledge, the antenna support structures used in connection with the operation of the Stations have been registered with the FCC, if registration is required, and comply with all other requirements of the FCC and the Federal Aviation Administration.

SECTION 3.07. Financial Information .

(a) Audited Financial Statements . Seller has made available to Purchaser consolidated balance sheets for the Companies at December 31, 2006 and 2005, and the related consolidated statements of operations and cash flows and changes in stockholders’ equity for the years then ended (the “ Year End Financial Statements ”). The Year End Financial Statements have been audited by Seller’s Accountants whose reports thereon are included with such financial statements. The Year End Financial Statements have been prepared in conformity with GAAP applied on a consistent basis (except for changes, if any, required by GAAP or disclosed therein), except as otherwise set forth in Section 3.07 of the Disclosure Schedule. The statements of operations and cash flow included within the Year End Financial Statements present fairly in all material respects the results of operations and cash flows of the Companies for the respective years covered, and the balance sheets present fairly in all material respects the financial condition of the Companies as of their respective dates. Seller has made available to

17

Purchaser copies of each management letter or other letter delivered to Seller by Seller’s Accountants in connection with the Year End Financial Statements or relating to any review by Seller’s Accountants of the internal controls of Seller or the Companies during the two-year period ended December 31, 2007 or thereafter.

(b) Unaudited Interim Financial Statements . Seller has made available to Purchaser consolidated balance sheets for the Companies at August 31, 2007 and 2006, and the related consolidated statements of operations for the periods then ended (the “ Interim Financial Statements ”). The Interim Financial Statements have been certified by the Vice President of Finance (or equivalent officer) of the Companies. The Interim Financial Statements have been prepared in conformity with GAAP applied on a consistent basis (except for changes, if any, required by GAAP or disclosed therein), except as otherwise set forth in Section 3.07 of the Disclosure Schedule. The statements of operations included within the Interim Financial Statements present fairly in all material respects the results of operations of the Companies for the respective periods covered, and the balance sheets present fairly in all material respects the financial condition of the Companies as of their respective dates.

SECTION 3.08. Absence of Undisclosed Material Liabilities; Ordinary Course .

(a) There are no liabilities of any Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than liabilities (a) reflected or reserved against on the Interim Financial Statements, (b) set forth in Section 3.08 of the Disclosure Schedule, or (c) incurred since August 31, 2007 in the ordinary course of business of the Companies.

(b) Except as set forth in Section 3.08(b) of the Disclosure Schedule, since August 31, 2007, the Companies have conducted their Business in the ordinary course and substantially consistent with past practices. Without limiting the generality of the foregoing, whether or not in the ordinary course of business, except as set forth in Section 3.08(b) of the Disclosure Schedule, since August 31, 2007 there has not been, occurred or arisen: (i) any agreement, condition, action or omission that would be proscribed by clauses (i), (ii), (iii), (iv), (ix), (x), or (xii) of Section 5.01(b) had it existed, occurred or arisen after the date of this Agreement, (ii) any strike or other material labor dispute, or (iii) any casualty, loss, damage or destruction (whether or not covered by insurance) of any material property of any of the Companies that is material or that has involved or may involve a loss to the Company in excess of applicable insurance coverage.

SECTION 3.09. Compliance with Laws; Litigation . Except as set forth in Section 3.09 of the Disclosure Schedule, (a) the Companies are conducting the Business in substantial compliance with all Laws and Governmental Orders applicable to the Companies, and (b) there is no Action by or against any Company pending or, to the Knowledge of Seller, threatened before any Governmental Authority that would have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby or thereby.

SECTION 3.10. Intellectual Property . Section 3.10 of the Disclosure Schedule sets forth a true and complete list of all registered trademarks and trademark applications, and

18

registered copyrights and copyright applications included in the Company Intellectual Property. To the Knowledge of Seller, no Person is engaging in any activity that infringes any Company Intellectual Property or rights under Company IP Agreements. No claim has been asserted to Seller or any of its Affiliates that the use of any Company Intellectual Property or rights under Company IP Agreements infringes the patents, trademarks, or copyrights of any third party. Each Company is the owner o