AGREEMENT AND PLAN OF MERGER AMONG CLOUD ACQUISITION CORPORATION, CLOUD MERGER CORPORATION AND CUMULUS MEDIA INC. DATED AS OF JULY 23, 2007Merger Agreement • July 23rd, 2007 • Cumulus Media Inc • Radio broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2007 (this “Agreement”), among Cloud Acquisition Corporation, a Delaware corporation (“Parent”), Cloud Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Cumulus Media Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the respective meanings assigned to such terms in the text of this Agreement or in Section 8.16 hereof, and the locations of such definitions are referenced following the table of contents.
VOTING AGREEMENTVoting Agreement • July 23rd, 2007 • Cumulus Media Inc • Radio broadcasting stations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of July 23, 2007, by and among Cumulus Media, Inc., a Delaware corporation (the “Company”), Cloud Acquisition Corporation, a Delaware corporation (“Parent”), and the Persons executing this Agreement as “Contributing Stockholders” on the signature page hereto (each, a “Contributing Stockholder” and, collectively, the “Contributing Stockholders”).
