JOINT FILING AGREEMENTJoint Filing Agreement • August 8th, 2014 • Ocm Pof Iv Aif Gap Holdings, L.P. • Radio broadcasting stations
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0. 01 per share, of Townsquare Media, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
TOWNSQUARE MEDIA, LLC SELLDOWN AGREEMENTSell Down Agreement • August 8th, 2014 • Ocm Pof Iv Aif Gap Holdings, L.P. • Radio broadcasting stations • Delaware
This SELLDOWN AGREEMENT (this "Agreement"), dated as of July 25, 2014, is made by and among Townsquare Media, LLC, a Delaware limited liability company (including any corporate successor thereto, the "Company"), OCM POF IV AIF GAP Holdings, L.P. and OCM PF/FF Radio Holdings PT, L.P. (the "Investors"), and certain unitholders of the Company as set forth on Schedule A hereto (the "Management Holders"). The Investors and the Management Holders are referred to herein collectively as the "Holders" and individually as a "Holder." Except as otherwise provided herein, capitalized terms used herein are defined in Section 4(a) hereof.
