Material Agreement Form 8 K

At-The-Market Sales Agreement

On December 12, 2024, MediaCo Holding Inc. (the "Company") entered into an At-The-Market Sales Agreement (the "Sales Agreement") with BTIG, LLC and Moelis & Company LLC (together, the "Agents"), pursuant to which the Company may offer and sell, from time to time through or to the Agents, as agents, shares of the Company's Class A Common Stock, $0.01 par value per share (the "Common Stock"), having an aggregate offering price of up to $2,031,019 (the "Shares").

Under the Sales Agreement, the Agents may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. In connection with receipt of a Placement Notice (as defined in the Sales Agreement), the Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable state and federal laws, to sell the Shares up to the amount specified by the Company in such Placement Notice. The Company may instruct the Agents not to sell Shares if the sales cannot be effected at or above the price designated by the Company from time to time.

The Company is not obligated to make any sales of the Shares under the Sales Agreement. This offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by the Agents or the Company, as permitted therein.

The Company will pay the Agents a commission rate equal to 4.00% of the aggregate gross proceeds from each sale of Shares and have agreed to provide the Agents with customary indemnification and contribution rights. The Company will also reimburse the Agents for certain specified expenses in connection with entering into the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company's Indiana counsel regarding the validity of the Shares that will be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.