SERIES B PREFERRED STOCK SUBSCRIPTION AGREEMENTSeries B Preferred Stock Subscription Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations • Delaware
This SERIES B PREFERRED STOCK SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 28, 2013 (the “Signing Date”), is entered into by and among Dial Global, Inc., a Delaware corporation (the “Company”) and each of the undersigned purchasers (each, a “Holder Party”).
VOTING AGREEMENTVoting Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of February 28, 2013, by and among Gores Radio Holdings, LLC (“Gores”) ,Triton Media Group, LLC (“Triton”) and Dial Global, Inc., a Delaware corporation (the “Company”). Each of Gores and Triton is referred to herein as a “Contributing Stockholder” and, collectively, the “Contributing Stockholders”.
EXCHANGE AND SUBSCRIPTION AGREEMENTExchange and Subscription Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations • Delaware
This Exchange and Subscription Agreement (this “Agreement”) is entered into on , 2013, by and among (i) Triton Media Group, LLC, a Delaware limited liability company (“Triton”), (ii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership, and OCM Principal Opportunities Fund IV, L.P., a Delaware limited partnership (collectively, “Oaktree”), (iii) Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores”), (iv) Black Canyon Direct Investment Fund L.P., a Delaware limited partnership, Canyon Value Realization Fund, L.P., a Delaware limited partnership and Finvest Capital Limited, an exempted company incorporated in the Cayman Islands with limited liability (collectively, “Black Canyon” and together with Triton, Oaktree and Gores, the “Investors”), (v) The Canyon Value Realization Fund (Cayman), Ltd., an exempted company incorporated in the Cayman Islands with limited liability
Termination Agreement to Indemnity and Contribution AgreementTermination Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations
This Termination Agreement (this “Agreement”) is entered into on , 2013, by and among (i) Dial Global, Inc., a Delaware corporation (f/k/a Westwood One, Inc.) (“Dial Global”), (ii) Gores Radio Holdings, LLC, a Delaware limited liability company, Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P. (collectively, “Gores”), (iii) Verge Media Companies, LLC, a Delaware limited liability company (as successor-in-interest to Verge Media Companies, Inc) (“Verge”), and (iv) Triton Media Group, LLC, a Delaware limited liability company (“Triton”). Dial Global, Gores, Verge and Triton are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • March 12th, 2013 • Gores Radio Holdings, LLC • Radio broadcasting stations
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
