AGREEMENT AND PLAN OF MERGER BY AND AMONG CUMULUS MEDIA HOLDINGS INC. DIAL GLOBAL, INC. CARDINALS MERGER CORPORATION AND DG LA MEMBERS, LLC DATED AUGUST 30, 2013Merger Agreement • December 13th, 2013 • Cumulus Media Inc • Radio broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER, dated August 30, 2013 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this (“Agreement”), by and among Dial Global, Inc., a Delaware corporation (the “Company”), Cumulus Media Holdings Inc., a Delaware corporation (“Parent”), and Cardinals Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and, solely for Section 1.13, Section 5.12, Section 9.5 and Article VIII of this Agreement, DG LA Members, LLC, a Delaware limited liability company as Principal Stockholders’ Representative.
