EXHIBIT 2 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Escrow Agreement") dated as of the 28th day of March, 2002 among CUMULUS MEDIA INC., an Illinois corporation ("Cumulus Media"), CUMULUS BROADCASTING, INC., a Nevada corporation ("Cumulus...Escrow Agreement • August 29th, 2002 • Dickey Lewis W Jr • Radio broadcasting stations • Georgia
JOINT FILING AGREEMENTJoint Filing Agreement • August 29th, 2002 • Dickey Lewis W Jr • Radio broadcasting stations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them to a statement on Schedule 13D with respect to the Class A Common Stock, $.01 par value, of Cumulus Media Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
July 23, 2007Equity Rollover Letter • July 23rd, 2007 • Dickey Lewis W Jr • Radio broadcasting stations
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Cloud Acquisition Corporation, a Delaware corporation (“Parent”), Cloud Merger Corporation, a Delaware corporation (“Merger Sub”), and Cumulus Media, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The Person delivering the Equity Financing Commitment to Parent is referred to herein as the “Other Investor.” The undersigned and the other Persons contributing Shares to Parent immediately prior to the Effective Time pursuant to an equity rollover letter in substantially the form of this letter (each, an “Equity Rollover Letter”) are each referred to herein as a “Rollover Investor” and, collectively, as t
TERMINATION AGREEMENT AND RELEASETermination Agreement • May 12th, 2008 • Dickey Lewis W Jr • Radio broadcasting stations • New York
This TERMINATION AGREEMENT AND RELEASE, dated as of May 11, 2008 (this “Agreement”), is entered into by and among Cloud Holding Company, LLC, a Delaware limited liability company (“Purchaser”), Cloud Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Purchaser (“Midco”), MLGPE Fund US Alternative, L.P., a Delaware limited partnership (the “ML Investor”), Lewis W. Dickey, Jr. (“LD”), John W. Dickey, David W. Dickey, Michael W. Dickey and Lewis W. Dickey, Sr. (LD, together with the other named members of the Dickey family, the “Rollover Investors”). Each of the foregoing are collectively referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the IIA (as defined below).
July 23, 2007Equity Commitment • July 23rd, 2007 • Dickey Lewis W Jr • Radio broadcasting stations
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • July 30th, 2007 • Dickey Lewis W Jr • Radio broadcasting stations • New York
This Interim Investors Agreement (this “Agreement”) is entered into on July 27, 2007 to be effective as of July 23, 2007 by and among Cloud Holding Company, LLC, a Delaware limited liability company (“Purchaser”), Cloud Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Purchaser (“Midco”), MLGPE Fund US Alternative, L.P., a Delaware limited partnership (the “ML Investor”), Lewis W. Dickey, Jr. (“LD”), John W. Dickey, David W. Dickey, Michael W. Dickey and Lewis W. Dickey, Sr. (collectively, the “Rollover Investors” and, together with the ML Investor, the “Investors”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 23rd, 2007 • Dickey Lewis W Jr • Radio broadcasting stations
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Cumulus Media Inc., a corporation incorporated under the laws of the State of Delaware, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings; provided, that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
