July 23, 2007Equity Rollover Letter • July 23rd, 2007 • Dickey Lewis W Jr • Radio broadcasting stations
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Cloud Acquisition Corporation, a Delaware corporation (“Parent”), Cloud Merger Corporation, a Delaware corporation (“Merger Sub”), and Cumulus Media, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The Person delivering the Equity Financing Commitment to Parent is referred to herein as the “Other Investor.” The undersigned and the other Persons contributing Shares to Parent immediately prior to the Effective Time pursuant to an equity rollover letter in substantially the form of this letter (each, an “Equity Rollover Letter”) are each referred to herein as a “Rollover Investor” and, collectively, as t
July 23, 2007Equity Commitment • July 23rd, 2007 • Dickey Lewis W Jr • Radio broadcasting stations
JOINT FILING AGREEMENTJoint Filing Agreement • July 23rd, 2007 • Dickey Lewis W Jr • Radio broadcasting stations
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 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.
