REGISTRATION AGREEMENTRegistration Agreement • October 26th, 2011 • Gores Radio Holdings, LLC • Services-amusement & recreation services • Delaware
This REGISTRATION AGREEMENT (this “Agreement”), dated as of October 21, 2011, is made by and among (i) Westwood One, Inc., a Delaware corporation (the “Corporation”), (ii) Triton Media Group, LLC, a Delaware limited liability company (“Triton Media” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Triton Media, “Triton”), and (iii) Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores Radio” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Gores Radio, “Gores”). Triton and Gores are collectively referred to herein as the “Securityholders.” Capitalized terms used but not defined herein have the meanings set forth in Section 9 below.
INDEMNITY AND CONTRIBUTION AGREEMENTIndemnification & Liability • August 8th, 2011 • Gores Radio Holdings, LLC • Services-amusement & recreation services • Delaware
THIS INDEMNITY AND CONTRIBUTION AGREEMENT (this "Agreement") is made as of this 30th day of July, 2011, by and among Westwood One, Inc., a Delaware corporation ("WWON"), Gores Radio Holdings, LLC, a Delaware limited liability company ("Gores"), Verge Media Companies, Inc., a Delaware corporation ("Verge"), and Triton Media Group, LLC, a Delaware limited liability company (the "DG Shareholder"), and shall become effective automatically and without any further action by any party hereto immediately upon consummation of the WWON Merger (as defined below). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the Merger Agreement, dated as of July 30, 2011, by and between WWON, Radio Network Holdings, LLC and Verge (the "Merger Agreement").
VOTING AGREEMENTVoting Agreement • August 8th, 2011 • Gores Radio Holdings, LLC • Services-amusement & recreation services • Delaware
VOTING AGREEMENT dated as of July 30, 2011, between Verge Media Companies, Inc., a Delaware corporation ("VERGE MEDIA"), and Gores Radio Holdings, LLC, a Delaware limited liability company (the "WESTWOOD SHAREHOLDER"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SERIES B PREFERRED STOCK SUBSCRIPTION AGREEMENTSeries B Preferred Stock Subscription Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations • Delaware
This SERIES B PREFERRED STOCK SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 28, 2013 (the “Signing Date”), is entered into by and among Dial Global, Inc., a Delaware corporation (the “Company”) and each of the undersigned purchasers (each, a “Holder Party”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Among WESTWOOD ONE, INC., GORES RADIO HOLDINGS, LLC AND CERTAIN OTHER INVESTORS Dated as of October 21, 2011Investor Rights Agreement • October 26th, 2011 • Gores Radio Holdings, LLC • Services-amusement & recreation services • New York
VOTING AGREEMENTVoting Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of February 28, 2013, by and among Gores Radio Holdings, LLC (“Gores”) ,Triton Media Group, LLC (“Triton”) and Dial Global, Inc., a Delaware corporation (the “Company”). Each of Gores and Triton is referred to herein as a “Contributing Stockholder” and, collectively, the “Contributing Stockholders”.
CO-SALE AGREEMENTCo-Sale Agreement • November 2nd, 2011 • Gores Radio Holdings, LLC • Radio broadcasting stations • Delaware
THIS CO-SALE AGREEMENT (this "Agreement") is made and entered into as of November 1, 2011 by and between Triton Media Group, LLC ("Oaktree") and Gores Radio Holdings, LLC ("Gores" and collectively with Oaktree, the "Investors").
AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2010 • Gores Radio Holdings, LLC • Services-amusement & recreation services • New York
This AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is dated as of [ ], 2010, between Westwood One, Inc. (the “Company”), and Gores Radio Holdings, LLC (together with its designees that are affiliates of The Gores Group, LLC, the “Purchasers”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Registration Rights Agreement (as defined below).
PURCHASE AGREEMENT dated as of August 17, 2010 by and among WESTWOOD ONE, INC. and GORES RADIO HOLDINGS, LLCPurchase Agreement • August 18th, 2010 • Gores Radio Holdings, LLC • Services-amusement & recreation services • New York
This Purchase Agreement is entered into and dated as of August 17, 2010 (this “Agreement”), among Westwood One, Inc., a Delaware corporation (the “Company”), and Gores Radio Holdings, LLC (the “Purchaser”).
VOTING AGREEMENTVoting Agreement • March 12th, 2008 • Gores Radio Holdings, LLC • Services-amusement & recreation services • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into and dated as of February 25, 2008, among Gores Radio Holdings, LLC (together with its designees that are Affiliates of The Gores Group, LLC, the “Purchaser”) and each of the individuals or entities listed in the signature pages hereto (each, a “Stockholder”, and collectively, the “Stockholders”).
EXCHANGE AND SUBSCRIPTION AGREEMENTExchange and Subscription Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations • Delaware
This Exchange and Subscription Agreement (this “Agreement”) is entered into on , 2013, by and among (i) Triton Media Group, LLC, a Delaware limited liability company (“Triton”), (ii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership, and OCM Principal Opportunities Fund IV, L.P., a Delaware limited partnership (collectively, “Oaktree”), (iii) Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores”), (iv) Black Canyon Direct Investment Fund L.P., a Delaware limited partnership, Canyon Value Realization Fund, L.P., a Delaware limited partnership and Finvest Capital Limited, an exempted company incorporated in the Cayman Islands with limited liability (collectively, “Black Canyon” and together with Triton, Oaktree and Gores, the “Investors”), (v) The Canyon Value Realization Fund (Cayman), Ltd., an exempted company incorporated in the Cayman Islands with limited liability
JOINT FILING AGREEMENTJoint Filing Agreement • March 12th, 2008 • Gores Radio Holdings, LLC • Services-amusement & recreation services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned each hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto (the “Schedule 13D”) with respect to shares of common stock, par value $0.01 per share, of Westwood One, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to the Schedule 13D 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. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Termination Agreement to Indemnity and Contribution AgreementTermination Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations
This Termination Agreement (this “Agreement”) is entered into on , 2013, by and among (i) Dial Global, Inc., a Delaware corporation (f/k/a Westwood One, Inc.) (“Dial Global”), (ii) Gores Radio Holdings, LLC, a Delaware limited liability company, Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P. (collectively, “Gores”), (iii) Verge Media Companies, LLC, a Delaware limited liability company (as successor-in-interest to Verge Media Companies, Inc) (“Verge”), and (iv) Triton Media Group, LLC, a Delaware limited liability company (“Triton”). Dial Global, Gores, Verge and Triton are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
