REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2011 • Cumulus Media Inc • Radio broadcasting stations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of August 1, 2011, by and among Cumulus Media Inc., a Delaware corporation (the “Company”), each of the initial parties listed on the signatures pages hereto under the heading “Sponsor Stockholders” (each, a “Sponsor Stockholder”), each of the initial parties listed on the signatures pages hereto under the heading “BA Stockholders” (each, a “BA Stockholder”), each of the initial parties listed on the signatures pages hereto under the heading “Dickey Stockholders” (each, a “Dickey Stockholder”) and each former holder of Radio Holdings Warrants (as defined below) that becomes a party to this Agreement by delivering to the Company a duly executed joinder to this Agreement in the form attached hereto as Exhibit A or such other form approved by the Company having the same effect thereof (each, a “Warrant Stockholder”, together with the Sponsor Stockholders, the Dickey Stockholders and the BA Stockhol
VOTING AGREEMENTVoting Agreement • August 4th, 2011 • Cumulus Media Inc • Radio broadcasting stations • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of January 31, 2011, is entered into by and among Blackstone FC Communications Partners L.P., a Delaware limited partnership, in its capacity as the “Sellers’ Representative” under the Exchange Agreement (as defined below), and the Persons executing this Agreement as “CMI Stockholders” as indicated on the signature pages hereto (collectively, the “CMI Stockholders”). The Sellers’ Representative and the CMI Stockholders each being hereinafter sometimes referred to as a “Party” and, collectively, as the “Parties“.
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • August 4th, 2011 • Cumulus Media Inc • Radio broadcasting stations • New York
This Amended and Restated Warrant Agreement, dated as of August 1, 2011 (this “Warrant Agreement”), is between CMP SUSQUEHANNA RADIO HOLDINGS CORP., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (the “Warrant Agent”).
Re: Amended and Restated Warrant AgreementWarrant Agreement • August 4th, 2011 • Cumulus Media Inc • Radio broadcasting stations
Reference is made to the form of Amended and Restated Warrant Agreement attached hereto as Annex A (the “Amended and Restated Warrant Agreement”), to be entered into between CMP Susquehanna Radio Holdings Corp., a Delaware corporation (“Radio Holdings”), and Computershare Trust Company, N.A., as the warrant agent thereunder (the “Warrant Agent”), effective as of immediately following the closing of the transactions contemplated by the Exchange Agreement, dated January 31, 2011, among Cumulus Media Inc., a Delaware corporation (“CMI”), the Sellers party thereto and the Sellers’ Representative party thereto. The Amended and Restated Warrant Agreement will, effective as of immediately following such closing, replace in its entirety the Warrant Agreement, dated March 26, 2009, between Radio Holdings and the Warrant Agent. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Warrant Agreement. This letter agreement (this “Ag
