0000950136-07-003112 Sample Contracts

EXHIBIT P Form of New Stockholders’ Agreement
Stockholders’ Agreement • May 4th, 2007 • Ion Media Networks Inc. • Radio broadcasting stations • New York

This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of May 4, 2007 by and among ION Media Networks, Inc., a Delaware corporation (“the “Company”), CIG Media LLC, a Delaware limited liability company (“CIG Media”), and NBC Universal, Inc., a Delaware corporation (“NBCU”).

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EXHIBIT E Form of Registration Rights Agreement for New Securities
Registration Rights Agreement • May 4th, 2007 • Ion Media Networks Inc. • Radio broadcasting stations • New York

REGISTRATION RIGHTS AGREEMENT, dated as of May 4, 2007 (this “Agreement”), by and among ION Media Networks, Inc., a Delaware corporation (the “Company”), NBC Universal, Inc., a Delaware corporation (together with its Affiliates, “NBCU”) and CIG Media LLC, a Delaware limited liability company (“CIG”, and together with NBCU, the “Investors”).

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NBCU Call Option II Agreement CALL AGREEMENT
Call Agreement • May 4th, 2007 • Ion Media Networks Inc. • Radio broadcasting stations • New York

CALL AGREEMENT, dated as of May 4, 2007 (this “Agreement”), by and among ION Media Networks, Inc., a Delaware corporation (“ION”), and NBC PALM BEACH INVESTMENT I, INC., a California corporation (“Palm Beach I”).

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EXHIBIT X Form of Registration Rights Agreement for Series B Convertible Subordinated Debt
Registration Rights Agreement • May 4th, 2007 • Ion Media Networks Inc. • Radio broadcasting stations • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of May 4, 2007 (the “Agreement”), by and among ION Media Networks, Inc., a Delaware corporation (the “Company”), on the one hand, and NBC Universal, Inc., a Delaware corporation (“NBCU”), NBC Palm Beach Investment I, Inc., a California corporation (“NBC Palm Beach I”), NBC Palm Beach Investment II, Inc., a California corporation (“NBC Palm Beach II,” and together with NBCU and NBC Palm Beach I, the “NBCU Entities”), and CIG Media LLC, a Delaware limited liability company (“CIG”) (“CIG” and together with the NBCU Entities, the “Purchasers”), on the other hand.

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MASTER TRANSACTION AGREEMENT among ION Media Networks, Inc., NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc., and CIG Media LLC Dated as of May 3, 2007
Master Transaction Agreement • May 4th, 2007 • Ion Media Networks Inc. • Radio broadcasting stations • New York

THIS MASTER TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2007, by and among ION Media Networks, Inc., a Delaware corporation (the “Company”), NBC Universal, Inc., a Delaware corporation (“NBCU”), NBC Palm Beach Investment I, Inc., a California corporation (“NBC Palm Beach I”), NBC Palm Beach Investment II, Inc., a California corporation (“NBC Palm Beach II,” and together with NBCU and NBC Palm Beach I, the “NBCU Entities”), and CIG Media LLC, a Delaware limited liability company (“CIG”).

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ION Media Networks, Inc. 601 Clearwater Park Road West Palm Beach, Florida 33401 (561) 659-4122 May 4, 2007 Dear Stockholder:
Master Transaction Agreement • May 4th, 2007 • Ion Media Networks Inc. • Radio broadcasting stations

We are pleased to inform you that, on May 3, 2007, ION Media Networks, Inc. (the ‘‘Company’’) entered into a Master Transaction Agreement (the ‘‘Transaction Agreement’’) with NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC (‘‘Offeror’’).

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