RESOLUTION NO. - 5762, FRANCHISE ORDINANCES, Code of Ordinances, Hobbs

§ 1. The Franchise Authority hereby consents to the Transfer effective as of the date of the closing of the transactions contemplated under the Agreement (the "Closing Date").

§ 2. This Resolution shall become effective immediately upon passage by the Franchise Authority.

§ 3. The Franchise authority hereby releases Franchisee, effective as of the Closing Date, from any and all obligations and liabilities under the Franchise arising from and after the closing Date and Baja shall be responsible for any and all obligations and liabilities under the Franchise arising from and after the Closing Date.

§ 4. This Resolution shall have the force of a continuing agreement with Franchisee and Baja, and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and Baja.

RESOLUTION OF THE CITY OF HOBBS
APPROVING THE TRANSFER OF THE CABLE FRANCHISE

WHEREAS, US Cable of Coastal-Texas, L.P. ("Franchisee") owns, operates and maintains a cable television system (the "System") in the City of Hobbs ("Franchise Authority") pursuant to a valid franchise agreement or similar authorization (the "Franchise");

WHEREAS, Baja Broadband, LLC ("Baja") entered into an Asset Purchase Agreement dated as of August 9, 2011 (the "Agreement") with Franchisee, pursuant to which the Franchisee proposes to sell and assign To Baja the System and the Franchise and certain assets related thereto (the "Transfer");

WHEREAS, Franchisee and Baja have requested consent of the Franchise Authority to the Transfer, have filed an FCC Form 394 with the Franchise Authority, and have provided all information required by applicable law (collectively, the "Transfer Application"); and

WHEREAS, the Franchise Authority has reviewed the Transfer Application and investigated the qualifications of Baja and finds it to be a suitable transferee.

NOW THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS: