TOWNSQUARE MEDIA, LLC (a Delaware limited liability company) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • New York
the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [__________], 2014, by and between Townsquare Media, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [__________], an individual (“Indemnitee”).
SECOND AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION AGREEMENT (this “Agreement”), dated as of [ ], 2014, is made by and among (i) Townsquare Media, Inc., a Delaware corporation (the “Company”), (ii) OCM POF IV AIF GAP Holdings, L.P., a Delaware limited partnership (“OCM POF Fund”), (iii) OCM PF/FF Radio Holdings PT, L.P, a Delaware limited partnership (“OCM PF/FF Fund” and, together with OCM POF Fund and any other investment vehicle or fund managed, directly or indirectly, by Oaktree Capital Management, L.P. that at any time executes a counterpart to, or otherwise agrees to be bound by, this Agreement, “OCM”), and (iv) each of the other Persons signatory hereto and each other Person who, at any time, acquires securities of the Company and, with the written consent of OCM, executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (such Persons, together with each other Person identified as an “Other Securityholder” on the Schedule of Securityholders attached h
TOWNSQUARE MEDIA, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Award Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Townsquare Media, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Townsquare Media, Inc. 2014 Omnibus Incentive Plan (the “Plan”), which is administered by the Committee; and
WARRANT AGREEMENTWarrant Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
THIS WARRANT AGREEMENT dated as of [___________], 2014 (this “Agreement”) is by and among Townsquare Media, Inc., a Delaware corporation (the “Company”), the Persons set forth on Schedule I hereto, and any other registered holders of the Warrant Certificates (as defined below) from time to time party hereto (each such Person or other holder, a “Holder” and, collectively, the “Holders”).
ASSET PURCHASE AND EXCHANGE AGREEMENTAsset Purchase and Exchange Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
THIS ASSET PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made as of August 30, 2013 among Townsquare Radio, LLC (“Townsquare”), on the one hand, and Cumulus Media Holdings Inc. (“Cumulus Parent”), Cumulus Broadcasting LLC (“Cumulus Broadcasting”) and Cumulus Licensing LLC (“Cumulus Licensing”), (Cumulus Parent, Cumulus Broadcasting and Cumulus Licensing collectively, “Cumulus”).
STOCKHOLDERS AGREEMENT AMONG TOWNSQUARE MEDIA, INC. AND CERTAIN STOCKHOLDERS OF TOWNSQUARE MEDIA, INC. DATED AS OF [ ], 2014Shareholder Agreements • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
TOWNSQUARE MEDIA, LLC SELLDOWN AGREEMENTSell Down Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
This SELLDOWN AGREEMENT (this "Agreement"), dated as of [___________], 2014, is made by and among Townsquare Media, LLC, a Delaware limited liability company (including any corporate successor thereto, the "Company"), OCM POF IV AIF GAP Holdings, L.P. and OCM PF/FF Radio Holdings PT, L.P. (the "Investors"), and certain unitholders of the Company as set forth on Schedule A hereto (the "Management Holders"). The Investors and the Management Holders are referred to herein collectively as the "Holders" and individually as a "Holder." Except as otherwise provided herein, capitalized terms used herein are defined in Section 4(a) hereof.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 30, 2013 among Townsquare Radio, LLC (“Townsquare”) and Cumulus Media Holdings Inc. (“Cumulus Parent”), Cumulus Broadcasting LLC (“Cumulus Broadcasting”), Cumulus Licensing LLC (“Cumulus Licensing”), Citadel Broadcasting Company (“Citadel Broadcasting”) and Radio License Holding CBC, LLC (“Radio License”) (“Cumulus Purchasers”) (Cumulus Parent and Cumulus Purchasers collectively, “Cumulus”).
AMENDMENT NO. 3 TO THE CREDIT AGREEMENTCredit Agreement • July 14th, 2014 • Townsquare Media, LLC • Radio broadcasting stations • New York
THIS AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of July 11, 2014, is made by and among TOWNSQUARE RADIO, LLC, a Delaware limited liability company (the “Borrower”), TOWNSQUARE RADIO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), each of the other Loan Parties signatory hereto, each of the undersigned banks and other financial institutions party hereto as lenders (in such capacity, the “Lenders”) and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under, and as defined in, the Credit Agreement (as defined below).
