INDEMNITY AND CONTRIBUTION AGREEMENTIndemnity and Contribution Agreement • August 4th, 2011 • Westwood One Inc /De/ • 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”).
AGREEMENT AND PLAN OF MERGER AMONG WESTWOOD ONE, INC., RADIO NETWORK HOLDINGS, LLC AND VERGE MEDIA COMPANIES, INC. DATED AS OF JULY 30, 2011Agreement and Plan of Merger • August 4th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 30, 2011, is by and among (i) WESTWOOD ONE, INC., a Delaware corporation (“Parent”), (ii) RADIO NETWORK HOLDINGS, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Merger Sub”), and (iii) VERGE MEDIA COMPANIES, INC., a Delaware corporation (the “Company”).
