JOINT FILING AGREEMENTJoint Filing Agreement • July 30th, 2007 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies
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 Class A 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.
LIMITED GUARANTEELimited Guarantee • July 30th, 2007 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York
Limited Guarantee, dated as of July 23, 2007 (this “Limited Guarantee”), by ML IBK Positions, Inc. (the “Guarantor”), in favor of Cumulus Media Inc. (“Cloud”), a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein without definition have the respective meanings ascribed to them in the Merger Agreement (as defined below).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • July 30th, 2007 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • 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”).
