Exhibit 10.1

PLAN OF CONVERSION

OF

TOWNSQUARE MEDIA, LLC

This Plan of Conversion (this “ Plan of Conversion ”) is adopted as of July 25, 2014, to convert Townsquare Media, LLC, a Delaware limited liability company (the “ Converting Entity ”), to Townsquare Media, Inc., a Delaware corporation (the “ Converted Entity ”). All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Second Amended and Restated Limited Liability Company Agreement of the Converting Entity, dated March 15, 2011, as amended (the “ LLC Agreement ”).

RECITALS

WHEREAS, the Converting Entity is a limited liability company organized under the laws of the State of Delaware;

WHEREAS, the Board of Managers of the Converting Entity (the “ Board ”) has approved this Plan of Conversion and the transactions contemplated hereby;

WHEREAS, at the Effective Time and Date (as defined below), the Converting Entity shall be converted to the Converted Entity and become a corporation organized under the laws of the State of Delaware (the “ Conversion ”); and

WHEREAS, the Conversion is being effected pursuant to Section 18-216 of the Delaware Limited Liability Company Act and Section 265 of the Delaware General Corporation Law (the “ DGCL ”).

AGREEMENT

1.            This Plan of Conversion shall become effective upon the effectiveness of the filing of the duly executed Certificate of Incorporation of the Converted Entity attached hereto as Exhibit A (the “ Certificate of Incorporation ”), and of the duly executed Certification of Conversion of the Converting Entity attached hereto as Exhibit B (the “ Certificate of Conversion ”), in the office of the Secretary of State of the State of Delaware (the “ Effective Time and Date ”).

2.             At the Effective Time and Date, the By-laws of the Converted Entity attached hereto as Exhibit C (the “ By-laws ”) shall become the by-laws of the Converted Entity until thereafter amended in accordance with their terms, the Certificate of Incorporation and the DGCL.

3.            At the Effective Time and Date, the name of the Converted Entity shall be Townsquare Media, Inc.

4.            At the Effective Time and Date, the LLC Agreement shall be terminated and shall be of no further force and effect.

5.            At the Effective Time and Date, all of the Units and Special Warrants of the Converting Entity outstanding immediately prior to the Conversion shall, by virtue of the Conversion and without any action on the part of the Converting Entity, the Converted Entity, or of any holder thereof, and without the payment of any additional consideration, be converted into shares of Class A Common Stock, par value $0.01 per share, of the Converted Entity (“ Class A Common Stock ”), shares of Class B Common Stock, par value $0.01 per share, of the Converted Entity (“ Class B Common Stock ”), shares of Class C Common Stock, par value $0.01 per share, of the Converted Entity (“ Class C Common Stock ”) and/or warrants exercisable for shares of Class A Common Stock as follows (in each case, rounded to the nearest whole share or warrant):

automatically convert into 0.79387631 warrants exercisable for Class A Common Stock of the Converted Entity; and

For purposes of the foregoing, the “ Allocation Amount ” for each Class B Common Unit of the Converting Entity means the excess of (A) the amount determined by dividing the Gross Class B Amount by the number of Class B Common Units, over (B) the Participation Threshold with respect to such Class B Common Unit.

For purposes of the foregoing, the “ Gross Class B Amount ” means the sum of (A) $5,000,000.00 and (B) the sum of the Participation Thresholds of all Class B Common Units.

For purposes of the foregoing, the “ Participation Threshold ” for each Class B Common Unit of the Converting Entity means the participation threshold, if any, set forth in the unit grant agreement pursuant to which such Class B Common Unit was granted. If no participation threshold was set forth in the unit grant agreement pursuant to which such Class B Common Unit was granted, then the Participation Threshold for such Class B Common Unit is $0.00.

The shares of Class A Common Stock, Class B Common Stock and Class C Common Stock of the Converted Entity issued by virtue of the Conversion shall be governed by, and shall have the rights, powers and preferences (and the qualifications, limitations and restrictions thereof) as are set forth in, the Certificate of Incorporation. The warrants exercisable for Class A Common Stock of the Converted Entity resulting from the Conversion shall be governed by a warrant agreement among the Converted Entity and the holders of such warrants in the form attached hereto as Exhibit D .

6.            Immediately following the Conversion, but prior to the issuance of any additional equity interests of the Converted Entity, the equity ownership of the Converted Entity shall be as set forth on Exhibit E attached hereto.

7.            As of the Effective Time and Date, the officers and members of the Board of the Converting Entity shall become the officers and directors of the Converted Entity.

8.            Each officer of the Converting Entity shall be designated as an authorized person of the Converting Entity for purposes of filing the Certificate of Conversion and the Certificate of Incorporation and any other documents, instruments or certificates required to be filed by or on behalf of the Converting Entity in connection with the Conversion. The duly appointed officers of the Converted Entity shall have the authority to execute and deliver all further documents and instruments and take other further action as may be necessary or appropriate to carry out the intent and purposes of this Plan of Conversion.

9.            This Plan of Conversion shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.

10.          This Plan of Conversion may be executed by facsimile and in counterparts by the parties hereto and shall become effective and binding upon the parties at such time as signed by all of the parties hereto.

11.          This Plan of Conversion, including the exhibits hereto, has been duly approved by the Board and the undersigned holders of the Required Interest. The adoption of this Plan of Conversion by the undersigned holders of the Required Interest shall constitute an adoption by such holders of the Conversion and the matters set forth herein, including, without limitation, the Certificate of Incorporation and By-laws.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has caused this Plan of Conversion to be executed as of the date first set forth above.

[Townsquare Media, LLC - Plan of Conversion]

[Townsquare Media, LLC - Plan of Conversion]

Schedule A

FiveWire Members

Steven Price

Stuart Rosenstein

Alex Berkett

Dhruv Prasad

Scott Schatz

Exhibit A

Certificate of Incorporation of the Converted Entity

See attached

Exhibit B

Certificate of Conversion of the Converting Entity

See attached

Exhibit C

By-laws of the Converted Entity

See attached

Exhibit D

Warrant Agreement

See attached

Exhibit E

Equity Ownership of the Converted Entity

See attached

Exhibit 10.2

WARRANT AGREEMENT

THIS WARRANT AGREEMENT dated as of July 25, 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 ”).

RECITALS:

WHEREAS, 9,508,878 warrants exercisable for shares of Common Stock (as defined below) are being issued to the Persons set forth on Schedule I hereto (collectively, the “ Warrants ”), with each such Person receiving the number of Warrants set forth opposite such Person’s name on Schedule I , in connection with the conversion of Townsquare Media, LLC, a Delaware limited liability company (the “ Predecessor LLC Entity ”), into the Company pursuant to the terms of the Plan of Conversion of the Predecessor LLC Entity, dated as of July 25, 2014; and

WHEREAS, the Company and the Persons set forth on Schedule I hereto desire to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights and obligations of the Company and the Holders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holders, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS AND INTERPRETATION

Section 1.1           Certain Defined Terms . Capitalized terms used in this Agreement shall have the following respective meanings, except as otherwise provided herein or as the context shall otherwise require:

“ Board ” means the board of directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday or legal holiday in the state in which the Company’s principal executive office is located.

“ Certificate of Incorporation ” means the Certificate of Incorporation of the Company, as amended from time to time.

“ Common Stock ” means the Class A Common Stock, par value $0.01 per share, of the Company or any class or classes of units, stock or other equity interests issued in respect of such Class A Common Stock as a result of any reclassification, redemption or recharacterization thereof.

“ Exercise Price ” means $0.0001 per one (1) share of Common Stock, which amount is not subject to adjustment.

“ Expiration Date ” means, with respect to any Warrant, if elected by the Board, the tenth anniversary of the date hereof; otherwise, the Warrants will not expire.

“ FCC Restrictions ” means the FCC ownership and transfer restrictions set forth in Article Five of the Certificate of Incorporation, as determined in the Company’s sole and absolute discretion.

“ Governmental Authority ” means (i) any nation or government, (ii) any federal, state, county, province, city, town, municipality, local or other political subdivision thereof or thereto, (iii) any court, tribunal, department, commission, board, bureau, instrumentality, agency, council, arbitrator or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and (iv) any other governmental entity, agency or authority having or exercising jurisdiction over any relevant Person, item or matter.

“ Laws ” means all laws, statutes, rules, regulations, ordinances, orders, writs, injunctions or decrees and other pronouncements having the effect of law of any Governmental Authority.

“ Non-U.S. Person ” means (i) a citizen of a country other than the United States, (ii) an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States, (iii) a government other than the government of the United States or of any state, territory or possession of the United States or (iv) a representative of, or entity controlled by, any person or entity referred to in any of the foregoing clauses (i) through (iii).

“ Organic Change ” means any recapitalization, reorganization, reclassification, consolidation, exchange of Common Stock, merger, sale of all or substantially all of the Company’s equity or assets or other transaction, in each case which is effected in such a way that holders of shares of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, interests, securities or other assets or property with respect to or in exchange for shares of Common Stock.

“ Person ” means any individual, limited liability company, company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity or enterprise.

“ Registration Agreement ” means the Second Amended and Restated Registration Agreement of the Company, among the parties from time to time party thereto, as amended from time to time.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Transfer ” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of an interest (including without limitation by operation of law) or the acts thereof, but explicitly excluding exchanges of a Warrant for Common Stock issuable upon the exercise of such Warrant in accordance with its terms. The term “ Transferred ” shall have a correlative meaning.

Section 1.2            Interpretation . In this Agreement, unless a clear contrary intention appears:

(a)           the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b)           reference to any gender includes each other gender and the neuter;

(c)           all terms defined in the singular shall have the same meanings in the plural and vice versa;

(d)           reference to any Person includes such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this clause (d) is intended to authorize any assignment not otherwise permitted by this Agreement;

(e)           reference to a Person in a particular capacity or capacities excludes such Person in any other capacity;

(f)           reference to any contract or agreement means such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

(g)           all references to Articles and Sections shall be deemed to be references to the Articles and Sections of this Agreement;

(h)           all references to Exhibits shall be deemed to be references to the Exhibits attached hereto which are made a part hereof and incorporated herein by reference;

(i)           the word “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term;

(j)           with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(k)           the captions and headings contained in this Agreement shall not be considered or given any effect in construing the provisions hereof if any question of intent should arise;

(l)           reference to any Law means such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time;

(m)           where any provision of this Agreement refers to action to be taken by any Person, which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person; and

(n)           no provision of this Agreement shall be interpreted or construed against any party solely because that party or its legal representative drafted such provision.

Article II
ORIGINAL ISSUE OF WARRANTS

Section 2.1            Form of Warrant Certificates .

(a)           The Warrants shall be evidenced by certificates substantially in the form attached hereto as Annex A (the “ Warrant Certificates ” and each a “ Warrant Certificate ”), with each Warrant Certificate dated the date on which such Warrant Certificate is countersigned by the Holder thereof. Each Warrant shall represent the right, subject to the provisions of this Agreement and such Warrant Certificate, to purchase one (1) share of Common Stock (subject to adjustment as set forth in Section 4.1) at the Exercise Price.

(b)           The Warrant Certificates may have such insertions, letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or engraved thereon as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Warrant Certificates as evidenced by their execution of the Warrant Certificates, or as may be required to comply with any applicable Law or with any rule or regulation of any securities exchange or to conform to usage. The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by applicable Law.

Section 2.2            Legends . The Warrant Certificates originally issued to each Holder, or issued upon registration of transfer of, or upon exchange for or in lieu of, any Warrant Certificate shall bear the following legend:

“THIS WARRANT, AND THE CLASS A COMMON STOCK OF THE COMPANY WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “ WARRANT SHARES ,” AND TOGETHER WITH THIS WARRANT, THE “ SECURITIES ”), HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY OF THE WARRANT SHARES REPRESENTED BY THIS WARRANT.

THE WARRANT SHARES REPRESENTED BY THIS WARRANT ARE SUBJECT TO THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, SPECIFIED IN THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH CERTIFICATE OF

INCORPORATION SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

THE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON EXERCISE, TRANSFER, SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER SIMILAR TRANSFER AS SET FORTH IN A REGISTRATION AGREEMENT AMONG THE COMPANY AND THE PERSONS PARTY THERETO, AND A WARRANT AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDER OF THIS WARRANT, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Each Holder further acknowledges and agrees that the Common Stock issued upon exercise of the Warrants, if certificated, shall bear a legend substantially in the form of the legend appearing above, and any other legends required by applicable federal and state securities laws, the Registration Agreement or otherwise called for by this Agreement or any other agreement between the Company and such Holder.

Section 2.3            Certain Transfer Restrictions .

(a)           Any attempted Transfer that is prohibited by this Section 2.3 and not approved by majority vote of the Board shall be null and void ab initio and shall not be effective to Transfer any Warrants. The Company may seek any remedy available to it at law, in equity or otherwise, including an injunction prohibiting any such Transfer, to enforce the provisions of this Section 2.3.

(b)           No Holder shall effect any Transfer of all or any portion of the Warrants held by such Holder, unless and until (i) such Holder shall have provided executed copies of the Assignment Form and the Joinder, in each case in the form attached to the Warrant Certificates and completed by the prospective transferee and (ii) if requested by the Company within ten (10) days of receiving the Assignment Form and the Joinder, such Holder shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration of such Warrants under the Securities Act.

(c)           Subject to Section 2.3(b), a Holder may Transfer his, her or its Warrant Certificates by written application to the Company stating the name of the proposed transferee and otherwise complying with the terms of this Agreement and all applicable Laws. No such Transfer shall be effected until, and such transferee shall succeed to the rights of such Holder only upon, final acceptance and registration of the transfer by the Company in the register in accordance with this Agreement. Prior to due presentation for registration of transfer, the Company and any agent of the Company may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and the Company shall not be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such

registration of transfer or with such knowledge of such facts that its participation therein amounts to bad faith. When Warrant Certificates are presented to the Company with a request to register the transfer thereof or to exchange them for an equal number of Warrant Certificates of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements of this Agreement for such transaction are met, and shall execute any Warrant Certificates necessary to reflect such transfer or exchange. No service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any registration of transfer of Warrant Certificates.

(d)           Except as otherwise provided in this Section 2.3, all Warrant Certificates issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for registration of transfer or exchange.

(e)           The Board shall have the power to determine, in its sole and absolute discretion, all matters related to this Section 2.3, including matters necessary or desirable to administer or to determine compliance with this Section 2.3 and, absent manifest error, the determinations of the Board shall be final and binding on the Company and the Holder.

Section 2.4           Surrender and Cancellation of Warrant Certificates . Any Warrant Certificate surrendered for registration of transfer, exchange or exercise of the Warrants represented thereby or pursuant to Section 3.3 shall be surrendered to the Company, and all Warrant Certificates surrendered shall be promptly canceled by the Company and shall not be reissued by the Company and, except as provided in Section 2.3 (in the case of a transfer or exchange), Section 3.2(c) (in the case of the exercise of less than all the Warrants represented by the surrendered Warrant Certificate) or ARTICLE V (in the case of a lost, stolen, destroyed or mutilated Warrant Certificate), no Warrant Certificate shall be issued hereunder in lieu thereof. The Company shall destroy all canceled Warrant Certificates in accordance with its normal procedures.

Article III
EXERCISE OF WARRANTS

Section 3.1            Exercise; Expiration Date . Each outstanding Warrant may be exercised on any Business Day which is on or after the date hereof and on or before the Expiration Date, but only if the exercise of such Warrant satisfies the FCC Restrictions and is exempt from the registration requirements of the Securities Act. Any Warrants not exercised by 5:00 p.m., Los Angeles time, on the Expiration Date shall expire and all rights thereunder and all rights in respect thereof under this Agreement shall automatically terminate at such time.

Section 3.2            Method of Exercise; Payment of Exercise Price .

(a)           All or any number of Warrants represented by a Warrant Certificate may be exercised prior to the Expiration Date by the Holder thereof by: (i) surrendering the Warrant Certificate evidencing such Warrants to the Company at its office set forth in Section 8.2 and (ii) the Holder’s completion and execution of the Exercise Form and the Ownership Certification, in

each case in the form attached to such Warrant Certificate. The Company may, in its sole discretion, require such Holder to provide documentation in support of the Ownership Certification and such other information necessary for the Company to make a determination that the exercise of the Warrants by such Holder otherwise satisfies the FCC Restrictions. Upon delivery of the items set forth in subsections (i) and (ii) above, the election to exercise such Warrants shall be irrevocable. Such documents referenced above shall be accompanied by payment in full of the Exercise Price then in effect for each share of Common Stock for which such Warrant is exercised, together with any documentary, stamp or transfer tax, or other applicable tax or governmental charges.

(b)           Except as set forth in Section 3.3, payment of the Exercise Price shall be made by the Holder exercising his, her or its Warrants by certified bank check or official bank check in funds payable to the order of the Company, and delivered to the Company at the address set forth in Section 8.2.

(c)           Partial Exercise; Surrender of Warrant Certificates . All or any number of whole Warrants represented by a Warrant Certificate may be exercised by the Holder thereof. If less than all of the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate executed by the Company of the same tenor and for the number of Warrants which were not exercised shall be issued by the Company. The Company shall (i) countersign such Warrant Certificate, (ii) register such Warrant Certificate in such name or names as may be directed in writing by such Holder and (iii) deliver the new Warrant Certificate to the Person or Persons in whose name such new Warrant Certificate is so registered. Any Warrant Certificate surrendered for exercise to the Company shall be promptly cancelled by the Company and shall not be reissued by the Company.

(d)           Issuance of Common Stock . Upon surrender of a Warrant Certificate evidencing Warrants in conformity with the foregoing provisions and payment of the Exercise Price in respect of the exercise of one or more Warrants evidenced thereby, the Company shall, when such payment is received and subject to Section 8.1, as promptly as practicable, and in any event within twenty (20) Business Days after receipt by the Company of such notice of exercise, issue the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as determined in accordance with Section 3.2(f). Such shares of Common Stock shall be registered in the name of such Holder in the Company’s stock records.

(e)           Time of Exercise . Except for exercises in connection with an Optional Redemption (as defined below), any Warrant exercised hereunder shall be deemed to have been effected immediately prior to the close of business on the day on which the Warrant Certificate representing such Warrant shall have been surrendered for exercise as provided above, together with the notice of exercise referred to above and payment in full of the Exercise Price and any documentary, stamp or transfer tax, or other applicable tax or governmental charges. At such time, the shares of Common Stock issuable upon such exercise as provided in Section 3.2(d) shall be deemed to have been issued and, for all purposes of this Agreement, the Holder exercising such Warrant shall, as between such Person and the Company, be deemed to be and entitled to all rights of the holder of record of such shares of Common Stock.

(f)           Stock Issuable . The number of shares of Common Stock “obtainable upon exercise” of Warrants at any time shall be the number of shares of Common Stock for which such Warrants are then exercisable. The number of shares “for which each Warrant is exercisable” shall be one (1) share of Common Stock subject to adjustment as provided in Section 4.1.

Section 3.3            Optional Redemption . If the Board elects at any time, the Board may cause all Warrants issued hereunder to be deemed exercised (an “ Optional Redemption ”) for Common Stock in accordance with the terms hereof and of the Warrant Certificate (giving effect to any adjustments to the number of shares of Common Stock obtainable upon exercise of such Warrants, as the case may be, that occur or would occur prior to such deemed exercise in accordance with the terms of this Warrant Agreement and the Warrant Certificates). Any Optional Redemption shall include a waiver of any Exercise Price otherwise payable upon the exercise of such Warrants. Upon making an election for an Optional Redemption, the Board shall provide the Holders with written notice of the effectiveness of such Optional Redemption, and within twenty (20) Business Days after providing such notice, the Company shall issue to each Holder the aggregate number of shares of Common Stock issuable upon such election to each such Holder.

Article IV
ADJUSTMENTS

Section 4.1            Adjustments . The number of shares of Common Stock for which each Warrant is exercisable shall be subject to adjustment from time to time as follows:

(a)           Upon Dividends, Subdivisions or Splits . If, at any time after the date hereof, the number of shares of Common Stock outstanding is increased by a dividend or pro rata distribution, in each case payable in shares of Common Stock, or by a subdivision or split-up of Common Stock, following the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution, or in the cases of a subdivision or split-up, on the day following the effective date thereof, the number of shares of Common Stock obtainable upon exercise of the Warrants shall be increased in proportion to such increase in outstanding shares of Common Stock. The adjustment made pursuant to this Section 4.1(a) shall become effective (i) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (ii) in the case of such subdivision or split-up, at the time when such subdivision or split-up becomes effective with respect to all holders of Common Stock.

(b)           Upon Combinations or Reverse Splits . If, at any time after the date hereof, the number of shares of Common Stock outstanding is decreased by a combination or reverse split of the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Common Stock obtainable upon exercise of the Warrants immediately prior to the date of such combination or reverse split shall be decreased in proportion to such decrease in outstanding shares of Common Stock. The adjustment made pursuant to this Section 4.1(b) shall become effective at the time when such combination or reverse split becomes effective with respect to all holders of Common Stock.

(c)           Organic Change . Prior to the consummation of any Organic Change, unless the Company intends to cause an Optional Redemption in connection with such transaction, the Company shall make appropriate provision to insure that each Holder of the Warrants shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) the Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder’s Warrants, such cash, interests, securities or other assets or property as would have been issued or payable in such Organic Change (if the Holder had exercised such Holder’s Warrants immediately prior to such Organic Change) with respect to or in exchange for the Common Stock immediately theretofore acquirable and receivable upon exercise of such Holder’s Warrants had such Organic Change not taken place.

(d)           No Exercise Price Adjustment . Except as the Company may determine is appropriate in connection with an adjustment pursuant to Section 4.1(c), the Exercise Price payable upon exercise of the Warrant is not subject to adjustment in connection with the provisions of this Section 4.1.

(e)           Treasury Shares . Shares of Common Stock at any time owned by the Company or its subsidiaries shall not be deemed to be outstanding for the purposes of any computation under this Section 4.1.

Section 4.2            Notice of Adjustment . Whenever the number of shares of Common Stock or other securities or property, as applicable, obtainable upon exercise of each Warrant is required to be adjusted pursuant to Section 4.1, the Company shall deliver to the Holder of such Warrant a certificate setting forth (a) the number of shares of Common Stock or other securities or property, as applicable, obtainable upon exercise of each such Warrant and the Exercise Price therefor after such adjustment, (b) a brief statement of the facts requiring such adjustment and (c) the computation by which such adjustment was made. Such certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error.

Section 4.3            Statement on Warrants .  The form of Warrant Certificate need not be changed because of any adjustment made pursuant to Section 4.1, and Warrant Certificates issued after such adjustment may state the same number and kind of shares of Common Stock as are stated in the Warrant Certificates initially issued pursuant to this Agreement. The Company may, however, at any time in its sole discretion (which shall be conclusive), make any change in the form of Warrant Certificate that it may deem appropriate to reflect any such adjustment and that does not affect the substance thereof and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form so changed.

Section 4.4          Notice of Organic Change.     In the event that, at any time after the date hereof and prior to 5:00 p.m., Los Angeles time, on the Expiration Date, (a) the Company consummates an Organic Change or (b) the Company dissolves, liquidates or winds up its operations, and in each such case unless the Company intends to cause an Optional Redemption in connection with such transaction, the Company shall cause to be mailed to the Holders notice of the date on which such Organic Change, dissolution, liquidation or winding up shall or did take place, as the case may be. Such notice shall also set forth such facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice), if any,

on the kind and amount of shares of Common Stock and other securities, money and other property deliverable upon exercise of the Warrants after giving effect to such transaction.

Section 4.5          Concerning All Adjustments .  Notwithstanding anything to the contrary contained in this Agreement, if an adjustment is made under any provision of ARTICLE IV on account of any event, transaction, circumstance, condition or happening, no additional adjustment shall be made under any other provision of ARTICLE IV on account of such event, transaction, circumstance, condition or happening (i.e, there shall be no “double credit” given for a single event, transaction, circumstance, condition or happening). Unless otherwise expressly provided in this ARTICLE IV, all determinations and calculations required or permitted under this ARTICLE IV shall be made by the Company or its Board, as appropriate, and all such calculations and determinations shall be conclusive and binding in the absence of manifest error.

Article V
LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT CERTIFICATES

Section 5.1          Loss, Theft, Destruction or Mutilation .   Upon receipt by the Company of evidence satisfactory to it of the ownership and the loss, theft, destruction or mutilation of any Warrant Certificate, and an indemnity bond in form and amount and with corporate surety satisfactory to it, and (in the case of mutilation) upon surrender and cancellation thereof, then, in the absence of notice to the Company that the Warrants represented thereby have been acquired by a bona fide purchaser, the Company shall issue, execute and deliver to the Holder of the lost, stolen, destroyed or mutilated Warrant Certificate, in exchange and substitution for or in lieu thereof, a new Warrant Certificate of the same tenor and representing an equivalent number of Warrants. Upon the issuance of any new Warrant Certificate under this ARTICLE V, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and other expenses (including the fees and expenses of the Company) in connection therewith. The provisions of this ARTICLE V are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of lost, stolen, destroyed or mutilated Warrant Certificates.

Article VI
AUTHORIZATION OF SHARES; PURCHASE OF WARRANTS

Section 6.1          Authorization of Shares .   The Company covenants that all Common Stock issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary to ensure that all such Common Stock may be so issued without violation of any applicable law or governmental regulation.

Article VII
WARRANT HOLDER RIGHTS

Section 7.1            Rights Generally . The Holders shall be entitled to the rights applicable to the holders of Warrants, if any, set forth in the Registration Agreement.

Section 7.2            Dividends and Distributions . If the Company declares or pays a dividend or makes any other distribution upon shares of Common Stock, except for a dividend payable in Common Stock (which will be addressed by Section 4.1) (a “ Dividend ”), then the Company shall pay to each Holder at the time of the Dividend the amount which would have been paid to such Holder on the shares of Common Stock which such Holder would have held had the Warrants held by such Holder been fully exercised immediately prior to the date on which a record is taken for such Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such Dividend are to be determined.

Article VIII
MISCELLANEOUS

Section 8.1           Payment of Taxes . The Company shall pay any and all taxes (other than income taxes) that may be payable in respect of the issue or delivery of shares of Common Stock on exercise of Warrants pursuant hereto. The Company shall not be required, however, to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock or payment of cash or other property to any recipient other than the Holder of the Warrant Certificate surrendered upon the exercise of a Warrant, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.

Section 8.2            Notices .

(a)           Any notice, request, demand or report (each, a “ Communication ”) required or permitted to be given or made by this Agreement shall be in writing.

(b)           Any Communication authorized by this Agreement to be given or made by the Holders to or on the Company shall be sufficiently given or made if sent by registered or certified overnight mail or by a nationally recognized overnight delivery service for next day delivery and shall be deemed given upon receipt, or by facsimile or electronic mail, addressed as follows:

Townsquare Media, Inc.

240 Greenwich Avenue

Greenwich, CT 06830

Attention: Chief Executive Officer

Facsimile: (203) 861-0920

(c)           Any Communication authorized by this Agreement to be given or made by the Company to any Holder shall be sufficiently given or made if sent by first-class mail, postage prepaid, or by facsimile or electronic mail, addressed to such Holder at the address of such Holder as shown on the registry books of the Company.

Section 8.3            Submission to Jurisdiction; Waiver of Jury Trial.

(a)           Submission to Jurisdiction . Any action, suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall only be brought in any federal court located in the State of Delaware or any Delaware state court, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum; provided, however, that any action, suit or proceeding, seeking to enforce a final judgment rendered in such court may be brought in any court of competent jurisdiction. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, service of process on such party as provided in Section 8.2 shall be deemed effective service of process on such party.

(b)           Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY REPRESENTS THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 8.3(b).

Section 8.4          Governin g Law . This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law principles.

Section 8.5          Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and the Holders from time to time party hereto. Nothing in this Agreement is intended or shall be construed to confer upon any Person, other than the Company and the Holders, any right, remedy or claim under or by reason of this Agreement or any part hereof.

Section 8.6          Counterparts .  This Agreement may be executed manually or by facsimile in any number of counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

Section 8.7            Amendments.

(a)           The Company may, without the consent or concurrence of the Holders, amend this Agreement for the purpose of (i) amending provisions in regard to matters or questions arising under this Agreement which shall not materially adversely affect the interest of the Holders or (ii) adding further covenants and agreements of the Company in this Agreement or surrendering any rights or power reserved to or conferred upon the Company in this Agreement.

(b)           All amendments or modifications other than those described in Section 8.7(a) shall require the written consent of each of the Holders of a majority of the Warrants and the Company.

Section 8.8          Third Party Beneficiaries .   This Agreement is intended for the benefit of the parties hereto, and no other Person shall be entitled to any rights or benefits hereunder.

Section 8.9          Waivers .   The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 8.10         Inspection .   The Company shall cause a copy of this Agreement to be available at all reasonable times at the office of the Company for inspection by the Holders. The Company may require any of the Holders to submit his, her or its Warrant Certificate for inspection by it.

Section 8.11         Headings .   The descriptive headings of the several Sections of this Agreement are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 8.12         Construction .   This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

Section 8.13          Severability .   In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the other remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent

permitted by law; provided that this Section 8.13 shall not cause this Agreement or the Warrants to differ materially from the intent of the parties as herein expressed.

Section 8.14         Entire Agreement .   This Agreement and the Warrant Certificate set forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes all previous agreements among all or some of the parties hereto with respect thereto, whether written, oral or otherwise.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Signature Page - Warrant Agreement

Signature Page - Warrant Agreement

Signature Page - Warrant Agreement

BCM 2005-I ETB, Inc

BCM 2005-II ETB, Inc

BCM 2005-III ETB, Inc

BCM 2006-I ETB, Inc

BCM 2006-II ETB, Inc

BCM 2006-III ETB, Inc

BCM Mid-Market ETB, Inc

BCM Sapphire Valley ETB, Inc.

By: Babson Capital Management LLC under power of attorney

Signature Page - Warrant Agreement

Credit Suisse Securities (USA) LLC

Signature Page - Warrant Agreement

Signature Page - Warrant Agreement

ANNEX A

FORM OF WARRANT CERTIFICATE

TOWNSQUARE MEDIA, INC.

No.______

_________ Warrants

WARRANTS TO PURCHASE COMMON STOCK

“THIS WARRANT, AND THE CLASS A COMMON STOCK OF THE COMPANY WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “ WARRANT SHARES ,” AND TOGETHER WITH THIS WARRANT, THE “ SECURITIES ”), HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY OF THE WARRANT SHARES REPRESENTED BY THIS WARRANT.

THE WARRANT SHARES REPRESENTED BY THIS WARRANT ARE SUBJECT TO THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, SPECIFIED IN THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH CERTIFICATE OF INCORPORATION SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

THE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON EXERCISE, TRANSFER, SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER SIMILAR TRANSFER AS SET FORTH IN A REGISTRATION AGREEMENT AMONG THE COMPANY AND THE PERSONS PARTY THERETO, AND A WARRANT AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDER OF THIS WARRANT, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

This certifies that _____________, or its registered assigns, is the owner of the number of Warrants set forth above, each of which represents the right to purchase, commencing on the date of execution of the Warrant Agreement hereinafter referred to, from TOWNSQUARE MEDIA, INC., a Delaware corporation (the “ Company ”), one share of Class A Common Stock,

par value $0.01 per share, of the Company (the “ Common Stock ”) (subject to adjustment as provided in the Warrant Agreement hereinafter referred to) at the purchase price (the “ Exercise Price ”) of $0.0001 per one share of Common Stock by: (a) surrendering this Warrant Certificate at the principal office of the Company, (b) delivering to the Company the Exercise Form attached hereto as Exhibit A-1 , (c) delivering to the Company the Ownership Certification attached hereto as Exhibit A-2 completed and duly executed and (d) delivering to the Company payment in full of the Exercise Price by certified bank check or official bank check in funds payable to the order of the Company, all subject to the terms and conditions hereof and of the Warrant Agreement. This Warrant Certificate may be exercised as to all or any whole number of the Warrants evidenced hereby.

Each outstanding Warrant may be exercised on any Business Day which is on or after the date of execution of the Warrant Agreement and on or before the Expiration Date, but only if the Holder has delivered to the Company an Ownership Certification and such exercise otherwise satisfies the FCC Restrictions. Any Warrants not exercised by 5:00 p.m., Los Angeles time, on the Expiration Date of the Warrant Agreement shall expire and all rights thereunder and all rights in respect thereof under this Warrant and the Warrant Agreement shall automatically terminate at such time.

This Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of July 25, 2014 (as amended or modified from time to time, the “ Warrant Agreement ”) by and among the Company, the original Holder of this Warrant Certificate and the other holders party thereto and is subject to the terms and provisions contained therein, all of which terms and provisions the Holder of this Warrant Certificate consents to by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Company and the Holder. The summary of the terms of the Warrant Agreement contained in this Warrant Certificate is qualified in its entirety by express reference to the Warrant Agreement. All capitalized terms used in this Warrant Certificate that are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

Copies of the Warrant Agreement are on file at the office of the Company and may be obtained by writing to the Company at the following address:

Townsquare Media, Inc.

240 Greenwich Avenue

Greenwich, CT 06830

Attention: Chief Executive Officer

Facsimile: (203) 861-0920

The number of shares of Common Stock obtainable upon the exercise of each Warrant is subject to adjustment as provided in the Warrant Agreement.

The Company shall pay any and all taxes (other than income taxes) that may be payable in respect of the issue or delivery of shares of Common Stock on exercise of Warrants pursuant hereto. The Company shall not be required, however, to pay any tax or other charge imposed in

respect of any transfer involved in the issue and delivery of any shares of Common Stock or payment of cash or other property to any recipient other than the Holder of the Warrant Certificate surrendered upon the exercise of a Warrant, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.

Subject to Section 2.3 of the Warrant Agreement, this Warrant Certificate and all rights hereunder are transferable by the registered Holder hereof, in any whole number of Warrants, in accordance with the provisions of the Warrant Agreement, upon surrender of this Warrant Certificate, along with (a) an Assignment Form in the form of Exhibit B-1 attached hereto duly executed and completed, (b) a Joinder to the Registration Agreement in the form of Exhibit B-2 attached hereto duly executed and completed and (c) payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any partial transfer, the Company will issue and deliver to such Holder a new Warrant Certificate with respect to any portion not so transferred. Each taker and Holder of this Warrant Certificate, by taking and holding the same, consents and agrees that prior to the registration of transfer as provided in the Warrant Agreement, the Company may treat the Person in whose name the Warrants are registered as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding. Each taker and Holder of a Warrant and each taker and holder of Common Stock issued pursuant to a Warrant agrees to be bound by the terms and conditions of this Warrant and the Warrant Agreement.

This Warrant Certificate may be exchanged, in accordance with the terms of the Warrant Agreement, at the Company’s offices for Warrant Certificates representing the same aggregate number of Warrants, with each new Warrant Certificate to represent such number of Warrants as the Holder hereof shall designate at the time of such exchange.

Prior to the exercise of the Warrants represented hereby, the Holder of this Warrant Certificate shall be entitled to the rights, and subject to the obligations, set forth in the Registration Agreement, and shall be bound by the terms of each such agreement as a party thereto. In the event the Holder exercises any Warrant and completes and duly executes the Ownership Certification and the Exercise Form, the Company shall issue to the Holder such shares of Common Stock as the Holder shall be entitled to under such Warrant and the Company shall record or cause to be recorded such ownership on its books.

This Warrant Certificate shall be void and all rights evidenced hereby shall cease on the Expiration Date.

Countersigned:

[HOLDER]

EXHIBIT A-1

EXERCISE FORM

(to be executed only upon exercise of Warrants)

To: TOWNSQUARE MEDIA, INC.

The undersigned hereby irrevocably exercises the Warrants represented by the Warrant Certificate to obtain Class A Common Stock (subject to adjustment) of TOWNSQUARE MEDIA, INC., a Delaware corporation (the “ Company ”), for each Warrant exercised, and makes payment of $______________ (such payment being by certified bank check or official bank check in funds payable to the order of the Company equal to the Exercise Price of the Warrants being exercised), on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement therein referred to, and hereby surrenders this Warrant Certificate and all right, title and interest therein to and directs that the Class A Common Stock due upon the exercise of such Warrants be registered or placed in the name and the address specified below.

HOLDER INFORMATION:

Name of Holder: _____________________________________

Signature of Holder: _____________________________________

Dated: _____________________________________

Street Address: _____________________________________

City, State, Zip Code: _____________________________________

RECIPIENT INFORMATION:

Securities and/or check to be issued to: _____________________________________

Signature of Recipient: _____________________________________

Dated: _____________________________________

Recipient social security or taxpayer ID number:____________________________

Street Address (if different from above): ______________________________

City, State, Zip Code (if different from above): ______________________________

EXHIBIT A-2

OWNERSHIP CERTIFICATION ¹
(to be executed only upon exercise of Warrants)

______________________________ (the “ Holder ”) hereby represents and certifies that the Holder is either (a) a citizen of the United States (“ U.S. Citizen ”) or (b) an entity organized under the laws of the United States (“ U.S. Entity ”). To the extent the Holder is a U.S. Entity, the Holder represents and certifies that U.S. Citizens and U.S. Entities hold one hundred percent (100%) of the direct and indirect voting interests of Holder and one hundred percent (100%) of the direct and indirect ownership interests of Holder. The Holder further represents and certifies that, for purposes of this Ownership Certification, it has determined its level of direct and indirect voting and ownership interests in accordance with 47 U.S.C. § 310(b)(4), as interpreted, calculated and applied by the FCC.

Name of Holder: _____________________________________

Signature of Holder: _____________________________________

Dated: _____________________________________

¹ The Company may, in its sole discretion, require the Holder to provide (a) documentation in support of this Ownership Certification and (b) such other information necessary for the Company to make a determination that the exercise of the Warrants by the Holder otherwise satisfies the FCC Restrictions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Warrant Agreement.

EXHIBIT B-1

ASSIGNMENT FORM
(to be executed only upon assignment of Warrants)

FOR VALUE RECEIVED, the undersigned registered holder of Warrant Certificate No. _____________ issued by Townsquare Media, Inc., a Delaware corporation (the “ Company ”), hereby sells, assigns and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the rights of the undersigned under the Warrant Certificate, with respect to the whole number of Warrants set forth below:

Name(s) of Assignee(s):

No. of Warrants:

The undersigned does hereby irrevocably constitute and appoint the Company as the undersigned’s attorney to make such transfer on the books of the Company maintained for such purposes, with full power of substitution in the premises.

Name of Assignor: _____________________________________

Signature of Assignor: _____________________________________

Dated: _____________________________________

Street Address: _____________________________________

City, State, Zip Code: _____________________________________

The Assignee has received and reviewed the Warrant Certificate and the Warrant Agreement, and agrees for the benefit of the Company to accept the assignment of the Warrant set forth herein and be bound by the terms and conditions thereof.

Name of Assignee: _____________________________________

Signature of Assignee: _____________________________________

Dated: _____________________________________

Assignee social security or taxpayer ID number:____________________________

Street Address: ______________________________

City, State, Zip Code: ______________________________

EXHIBIT B-2

JOINDER TO

REGISTRATION AGREEMENT

THIS JOINDER to the Second Amended and Restated Registration Agreement, dated as of ________ __, 2014 (the “ Registration Agreement ”) of Townsquare Media, Inc., a Delaware corporation (the “ Company ”), as amended or restated from time to time, is made and entered into as of ________ __, _________, by and between the Company and ________________ (“ Holder ”).

WHEREAS, on the date hereof, Holder has acquired ______ warrants exercisable for ______ shares of Class A Common Stock (the “ Warrants ”) and the Registration Agreement and the Company require Holder, as a holder of the Warrants, to become a party to the Registration Agreement, and Holder agrees to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

a.            Agreement to be Bound . Holder hereby (i) acknowledges that it has received and reviewed a complete copy of the Registration Agreement and (ii) agrees that upon execution of this Joinder it shall become a party to the Registration Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Agreement as though an original party thereto and shall be deemed [an Other Securityholder] to the Registration Agreement for all purposes thereof and entitled to all the rights incidental thereto.

b.            Members Schedule . For purposes of the Schedule of Securityholders to the Registration Agreement, the address of the Holder is as follows:

[Name]
[Address]

c.            Governing Law . This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws.

d.            Counterparts . This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

e.            Descriptive Headings . The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date set forth in the introductory paragraph hereof.

Exhibit 10.3

SECOND AMENDED AND RESTATED
REGISTRATION AGREEMENT

THIS SECOND AMENDED AND RESTATED REGISTRATION AGREEMENT (this “ Agreement ”), dated as of July 29, 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 hereto, the “ Other Securityholders ”). OCM and the Other Securityholders are collectively referred to herein as the “ Securityholders .” Capitalized terms used but not defined herein have the meanings set forth in Section 9 below.

This Agreement amends and restates in its entirety the Amended and Restated Registration Agreement of the Townsquare Media, LLC (of which the Company is the corporate successor), effective as of August 12, 2010 (the “ Original Agreement ”), in accordance with Section 10(e) of the Original Agreement.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.            Demand Registrations .

(a)           Requests for Registration .  At any time and from time to time, the holders of a majority of the OCM Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“ Long-Form Registrations ”) or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“ Short-Form Registrations ”). All registrations requested pursuant to this Section 1(a) are referred to herein as “ Demand Registrations .” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within five (5) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(d) , will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from such Persons within fifteen (15) days after the receipt of the Company’s notice.

(b)           Long-Form Registrations .  The holders of a majority of the OCM Registrable Securities shall be entitled to request an unlimited number of Long-Form

Registrations in which the Company shall pay all Registration Expenses (as defined below in Section 5 ). All Long-Form Registrations shall be underwritten registrations.

(c)           Short-Form Registrations .   In addition to the Long-Form Registrations provided pursuant to Section 1(b) , the holders of a majority of the OCM Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations in which the Company shall pay all Registration Expenses. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of OCM Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of OCM Registrable Securities, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “ Required Registration ”), then the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective until the date on which all OCM Registrable Securities included in such registration have been sold pursuant to the Required Registration.

(d)           Priority on Demand Registrations .   The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the OCM Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting such registration, the Company will include in such registration, (i) first , the Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second , other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

(e)           Restrictions on Demand Registrations .   The Company shall not be obligated to effect any Long-Form Registration within 90 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may postpone for up to six months the filing or the effectiveness of, or suspend the use of, a registration statement for a Demand Registration if the Company determines in good faith (after consultation with legal counsel) that such Demand Registration would reasonably be expected to have a material adverse effect on the Company or its business or on any proposal or plan by the

Company or any of its Subsidiaries to acquire financing, engage in any acquisition of assets (other than in the ordinary course of business) or engage in any merger, consolidation, tender offer, reorganization or similar transaction; provided that, in such event, the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only twice in any twelve-month period, provided that the aggregate length of time that such a Demand Registration may be delayed hereunder shall not exceed six months.

(f)           Selection of Underwriters .  The holders of a majority of the OCM Registrable Securities included in any Demand Registration shall have the right to select the investment banker(s) and managing underwriter(s) to administer the offering.

2.            Piggyback Registrations .

(a)           Right to Piggyback .  Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1 or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms, or (iii) in connection with the Company’s initial public offering of equity securities), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “ Piggyback Registration ”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from such Persons within fifteen (15) days after the receipt of the Company’s notice.

(b)           Piggyback Expenses .  The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations, whether or not such registration is consummated.

(c)           Priority on Primary Registrations .   If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall include in such registration (i) first , the securities the Company proposes to sell that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, (ii) second , the Registrable Securities requested to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third , other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

(d)           Priority on Secondary Registrations .   If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than

holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d) ), and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first , the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (ii) second , other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

(e)           Selection of Underwriters .    If any Piggyback Registration is an underwritten offering, the selection of the investment banker(s) and managing underwriter(s) for the offering must be approved by the holders of a majority of the Registrable Securities included in such Piggyback Registration, which approval shall not be unreasonably withheld.

(f)           Other Registrations .   If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2 , and if such previous registration has not been withdrawn or abandoned, then, unless such previous registration statement is a Required Registration, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least six months has elapsed from the effective date of such previous registration.

3.            Holdback Agreements .

(a)          Each holder of Registrable Securities agrees that in connection with the Company’s initial public offering of the Company’s equity securities and any Demand Registration or Piggyback Registration that is an underwritten public offering of the Company’s equity securities, he, she or it shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (“ Securities ”) (including Securities which may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (“ Other Securities ”), (ii) enter into a transaction which would have the same effect as described in clause (i) of this Section 3(a) , (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clause (i), (ii) or (iii) above, from the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has

been circulated for the underwritten public offering to the date that is (A) 180-days following the date of the final prospectus for such underwritten public offering, if such public offering is the Company’s initial public offering, or (B) 90 days following the date of the final prospectus for such underwritten public offering, if such public offering is not the Company’s initial public offering (in each case, or such longer period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (such period, the “ Holdback Period ”); provided that the holdback obligations set forth in this Section 3(a) shall not be effective or shall be reduced, as applicable, if, in any underwritten offering, the managing underwriter indicates in writing to the Company that such holdback obligations are not necessary or may be shortened in the applicable initial public offering, Demand Registration or Piggyback Registration. If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “ Holdback Extension ”). The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period, including any period of Holdback Extension. The holdback obligations set forth in this Section 3(a) will automatically terminate upon any release or termination of such holdback obligations for the holders of a majority of the OCM Registrable Securities.

(b)          In addition to the holdback obligations provided for in Section 3(a) above, in connection with any underwritten public offering of the Company’s equity securities, each holder of Registrable Securities agrees to enter into any lockup or similar agreement requested by the underwriters managing the registered public offering that the holders of a majority of the OCM Registrable Securities agree to enter into; provided , that such lockup or similar arrangement will automatically terminate upon any release or termination of the lockup or similar arrangement entered into by the holders of a majority of the OCM Registrable Securities; provided , further , that in no event shall such lockup or similar agreement provide for a holdback period that is longer than the duration of the Holdback Period (including any Holdback Extension) as determined pursuant to Section 3(a) above.

(c)          The Company (i) agrees not to effect any Public Sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of any Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form) or, in the event of a Holdback Extension, for such longer period until the end of such period of Holdback Extension, unless the underwriters managing the registered public offering otherwise agree, and (ii) to the extent not inconsistent with applicable law, except as otherwise permitted by the holders of a majority of the OCM Registrable Securities, shall cause each other holder of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for Class A Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) and who is not party to this

Agreement to agree not to effect any Public Sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (as extended by any Holdback Extension) except as part of such underwritten registration, if otherwise permitted, unless the underwriters managing the registered public offering otherwise agree.

(d)          Notwithstanding any other provision contained in this Agreement, the Company shall not include in any underwritten Demand Registration or underwritten Piggyback Registration any portion of Registrable Securities held by any officers or employees of the Company or any of its Subsidiaries the inclusion of which the underwriter of such Demand Registration or Piggyback Registration, as the case may be, determines is likely to adversely affect such offering.

(e)          Notwithstanding anything to the contrary herein, except in the case of (i) a transfer to the Company or (ii) a Public Sale which does not violate Sections 3(a) or 3(b) (clauses (i) through (ii), a “ Permitted Transfer ”), prior to transferring any Registrable Securities to any Person not already a party to this Agreement (including by operation of law), the transferring Securityholder shall cause the prospective transferee to execute and deliver to the Company a counterpart of this Agreement thereby agreeing to be bound by the terms hereof. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void ab initio , and the Company shall not record such transfer on its books or treat any purported transferee of such securities as the owner of such securities for any purpose. Other than in the case of a Permitted Transfer, whether or not any such transferee has executed a counterpart hereto, such transferee shall be subject to the obligations of the transferor hereunder.

(f)          Each certificate evidencing any Securities or Other Securities held by a Securityholder and each certificate issued in exchange for or upon the transfer of any such securities (unless such securities are permitted to be transferred pursuant to this Agreement and, if such securities were Registrable Securities, would no longer be Registrable Securities after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form (together with any other legend that may be required pursuant to applicable law or the Company’s certificate of incorporation or other organizational documents):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JULY 29, 2014 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM.

IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN THE SECOND AMENDED AND RESTATED REGISTRATION AGREEMENT DATED AS OF JULY 29, 2014, AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S

SECURITYHOLDERS, AS AMENDED AND MODIFIED FROM TIME TO TIME PURSUANT TO ITS TERMS. A COPY OF SUCH REGISTRATION AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

The Company shall imprint such legend on certificates evidencing Securities and Other Securities outstanding prior to the date hereof. The legend set forth above shall be removed from the certificates evidencing any securities which are transferred pursuant to a Permitted Transfer.

4.            Registration Procedures .  Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as expeditiously as possible:

(a)          in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and (within sixty (60) days after the end of the period within which requests for registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of the OCM Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);

(b)          notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than six months (subject to extension pursuant to Section 7(b) ) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

(c)          furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free

Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d)          use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(d) , (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e)          notify in writing each seller of such Registrable Securities (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of any event as a result of which the prospectus included in such registration statement (x) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or (y) is otherwise not legally available to support sales of Registrable Securities;

(f)           prepare and file promptly with the Securities and Exchange Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in case any of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use its best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;

(g)         cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(h)          provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i)           enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the OCM Registrable Securities being included in such registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including participation in “road shows”, investor presentations and marketing events and effecting a share or unit split or a combination of shares or units);

(j)           make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;

(k)          take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(l)           otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(m)         use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Company shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its best efforts promptly to obtain the withdrawal of such order;

(n)          obtain one or more cold comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the OCM Registrable Securities included in such registration reasonably request; and

(o)         provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by such opinions, which opinions shall be addressed to the underwriters. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

5.            Registration Expenses .

(a)          All expenses incident to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and of all independent certified public accountants, underwriters including, if necessary, a “qualified independent underwriter” within the meaning of the rules of the Financial Industry Regulatory Authority, Inc. (in each case, excluding discounts and commissions), and other Persons retained by the Company or by the holders of OCM Registrable Securities or their Affiliates on behalf of the Company (all such expenses being herein called “ Registration Expenses ”), shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s account.

(b)          In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the OCM Registrable Securities included in such registration.

(c)          To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable hereunder to the registration of such holder’s securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of each seller’s securities to be so registered.

6.            Indemnification .

(a)          The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors, managers, agents,

and employees and each Person who controls such holder (within the meaning of the Securities Act) (each an “ Indemnitee ” and, collectively, the “ Indemnitees ”) against any losses, claims, damages or liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorneys’ fees), to which such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by or result from (i) any untrue or alleged untrue statement of material fact contained (A) in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (B) in any application or other document or communication (in this Section 6 collectively called an “ application ”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement under the “blue sky” or securities laws thereof, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse each such Indemnitee for any legal or any other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, expense, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to any such Person to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of, is based upon, is caused by or results from an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company shall indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b)          In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, shall indemnify and hold harmless the other holders of Registrable Securities and the Company, and their respective directors, officers, managers, agents and employees and each other Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages or liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorney’s fees), to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by or result from (i) any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application or (ii) any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in each case, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein; provided, however, that the obligation to

indemnify will be several and not joint, as to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c)          Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d)          The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

(e)          If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect to any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative faults referred to in clause (i) above but also the relative benefit of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other in connection with the registration statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be determined by reference to, among other things, whether the untrue statement or alleged omission to state a material fact

relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f)          The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6 , no seller of Registrable Securities shall be required to contribute any amount in excess of the net proceeds received by such seller from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(g)          The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

7.            Participation in Underwritten Registrations .

(a)          No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

(b)          Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) , such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the

copies of a supplemented or amended prospectus as contemplated by Section 4(e) ; provided that the Company shall cause the period from and including the date of the giving of such notice pursuant to this Section 7 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(e) (the “ Suspension Period ”) not to exceed 180 days in any twelve-month period. In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the Suspension Period.

8.            Current Public Information .  At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, the Company shall file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time, “Rule 144”) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission. At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, if requested by any holder of Registrable Securities, the Company shall deliver to such holder of Registrable Securities a written statement that the Company has complied with all Rule 144 filing requirements.

9.            Definitions .

“ Affiliate ” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person; the term “control,” as used in this definition, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlled” and “controlling” have meanings correlative to the foregoing.

“ Agreement ” has the meaning set forth in the preamble.

“ application ” has the meaning set forth in Section 6 .

“ Class A Common Stock ” means the Class A Common Stock, $0.01 par value per share, of the Company.

“ Class B Common Stock ” means the Class B Common Stock, $0.01 par value per share, of the Company.

“ Class C Common Stock ” means the Class C Common Stock, $0.01 par value per share, of the Company.

“ Company ” has the meaning set forth in the preamble .

“ Demand Registrations ” has the meaning set forth in Section 1(a) .

“ Designated Securityholder ” means each of GE Capital Equity Holdings, Inc., GE Business Financial Services Inc., Antares Capital Corporation, SOF Investments, L.P., and SOF Investments, L.P. - Private V, and each of their respective Affiliates.

“ Free Writing Prospectus ” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.

“ Holdback Extension ” has the meaning set forth in Section 3(a) .

“ Holdback Period ” has the meaning set forth in Section 3(a) .

“ Indemnittee ” and “ Indemnitees ” have the meanings set forth in Section 6(a) .

“ Long-Form Registrations ” has the meaning set forth in Section 1(a) .

“ OCM ” has the meaning set forth in the preamble.

“ OCM Registrable Securities ” means (i) Class A Common Stock held by OCM, (ii) Class A Common Stock issued or issuable upon the conversion of Class B Common Stock or upon the conversion of Class C Common Stock, in each case held by OCM, (iii) Class A Common Stock issued or issuable in respect of warrants held by OCM that are exercisable for shares of Class A Common Stock, and (iv) common equity securities of the Company issued or issuable with respect to the securities referred to in clause (i), (ii) or (iii) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization,. As to any particular OCM Registrable Securities, such securities shall cease to be OCM Registrable Securities when they (a) have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (c) have been purchased or otherwise acquired by any employee of the Company or any of its Subsidiaries or (d) have been repurchased by the Company or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of OCM Registrable Securities, and the OCM Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such OCM Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of OCM Registrable Securities hereunder.

“ Other Registrable Securities ” means (i) Class A Common Stock held by the Other Securityholders, and (ii) Class A Common Stock issued or issuable upon the conversion of Class B Common Stock or upon the conversion of Class C Common Stock, in each case held by the Other Securityholders, (iii) Class A Common Stock issued or issuable in respect of warrants held by the Other Securityholders that are exercisable for shares of Class A Common Stock, and (iv) common equity securities of the Company issued or issuable with respect to the securities referred to in clause (i), (ii) or (iii) above by way of dividend, distribution, split or combination

of securities, or any recapitalization, merger, consolidation or other reorganization. As to any particular Other Registrable Securities, such securities shall cease to be Other Registrable Securities when they (a) have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) have been purchased or otherwise acquired by OCM, (c) have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (d) except with respect to Registrable Securities held by a Designated Securityholder, have become eligible to be sold to the public through a broker, dealer, or market maker pursuant to Rule 144 (or any similar provision then in force), during a single 90-day period or (e) have been repurchased by the Company or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Other Registrable Securities, and the Other Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Other Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Other Registrable Securities hereunder.

“ Other Securities ” has the meaning set forth in Section 3(a) .

“ Other Securityholders ” has the meaning set forth in the preamble.

“ Permitted Transfer ” has the meaning set forth in Section 3(e) .

“ Person ” means an individual, a partnership, a joint venture, an association, a joint stock company, a corporation, a limited liability company, a trust, an unincorporated organization, an investment fund, any other business entity or a governmental entity or any department, agency or political subdivision thereof.

“ Piggyback Registration ” has the meaning set forth in Section 2(a) .

“ Public Sale ” means any sale of Registrable Securities to the public (i) pursuant to an offering effectively registered under the Securities Act or (ii) through a broker, dealer or market maker pursuant to the provisions of Rule 144 (or any similar provision then in effect) adopted under the Securities Act after an initial public offering and sale of equity securities of the Company.

“ Registration Expenses ” has the meaning set forth in Section 5(a) .

“ Registrable Securities ” means, collectively, the OCM Registrable Securities and the Other Registrable Securities.

“ Required Registration ” has the meaning set forth in Section 1(c) .

“ Rule 144 ” has the meaning set forth in Section 8 .

“ Securities ” has the meaning set forth in Section 3(a) .

“ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal law then in force.

“ Securities and Exchange Commission ” means the United States Securities and Exchange Commission and includes any governmental body or agency succeeding to the functions thereof.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

“ Securityholders ” has the meaning set forth in the preamble.

“ Short-Form Registrations ” has the meaning set forth in Section 1(a) .

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing member, board of managers or general partner of such limited liability company, partnership, association, or other business entity.

“ Suspension Period ” has the meaning set forth in Section 7(b) .

10.          Miscellaneous .

(a)           Notices .  All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. local time of the recipient on a business day, and otherwise on the next business day, or (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands, and other communications shall be sent to the Company at the address set forth below and to any other recipient at the address indicated on the Schedule of Securityholders attached hereto or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. The Company’s address is as follows:

Townsquare Media, Inc.

60 Arch Street

Greenwich, CT 06830

Attention:  Chief Executive Officer

Facsimile:  (203) 861-0920

with copies (which shall not constitute notice) to:

Oaktree Capital Management, L.P.

333 S. Grand Ave., 28th Floor

Los Angeles, California 90071

Attention:   Andrew Salter

Facsimile:  (213) 830-6394

and

Kirkland & Ellis LLP

333 South Hope Street

Los Angeles, California 90071

Attention: John A. Weissenbach

    Tana M. Ryan

Facsimile: (213) 680-8500

and

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attention: Christopher J. Greeno

Facsimile: (312) 862-2200

(b)           No Inconsistent Agreements .  The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. Except as provided in this Agreement, the Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities, options, or rights convertible or exchangeable into or exercisable for such securities, which rights are inconsistent with the rights granted hereunder.

(c)           Adjustments Affecting Registrable Securities .  The Company will not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including effecting a stock split, combination of shares or other recapitalization).

(d)           Remedies .   Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by

reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(e)           Amendments and Waivers .   Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the holders of Registrable Securities unless such modification, amendment or waiver is set forth in writing and approved in writing by the the Company and holders of a majority of the OCM Registrable Securities; provided that no such amendment or modification that would adversely affect the rights, preferences or privileges of any class or group of Other Registrable Securities in a manner disproportionate to the effect of such amendment or modification on the rights, preferences or privileges of holders of OCM Registrable Securities (without regard to any effect resulting from the individual circumstances of any holder of such class or group of Other Registrable Securities) shall be effective against any holder whose rights, preferences or privileges are so affected thereby without the prior written consent of the holders of a majority of each class or group of Other Registrable Securities so affected; provided further , that no amendment or modification of any provision of this Agreement that materially increases the obligations of any holder of Registrable Securities shall be effective against such holder unless such modification or amendment is approved in writing by such holder. Notwithstanding the foregoing, Section 6 (Indemnification) and this Section 10(e) (Amendments and Waivers) may only be amended, modified or waived by a written instrument signed by holders of at least sixty-six and two thirds percent (66 2/3%) of the Registrable Securities (except (i) for the first proviso in the immediately preceding sentence, which would require the written consent of the holders of a majority of each class or group of Other Registrable Securities so affected, and (ii) for the second proviso in the immediately preceding sentence, which would require the written consent of each such affected holder). No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition. Notwithstanding the foregoing, an amendment or modification of this Agreement to add a party hereto and to grant such party registration rights will be effective against the Company and all holders of Registrable Securities if such modification, amendment or waiver is approved in writing by the Company (as applicable) and the holders of a majority of the OCM Registrable Securities. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision in accordance with its terms.

(f)           Securityholder Status .  Notwithstanding anything to the contrary that may be set forth herein, at such time as any Securityholder ceases to hold any Registrable Securities, such Securityholder shall be deemed to no longer be a Securityholder for purposes of this Agreement and shall no longer be entitled to the rights or subject to the obligations of a Securityholder as set forth herein.

(g)           Successors and Assigns; Third-Party Beneficiaries .  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto (and the Persons specifically identified in Section 6 ) and their respective successors and assigns. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the holders of Registrable Securities (or any portion thereof) as such shall be for the benefit of and enforceable by any subsequent holder of any Registrable Securities (or of such portion thereof); provided , that such subsequent holder of Registrable Securities shall be required to execute a joinder to this Agreement agreeing to be bound by its terms.

(h)           Severability .  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(i)            Entire Agreement .  Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, including without limitation the Original Agreement.

(j)            Counterparts; Facsimile Signature .   This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement may be executed by facsimile signature.

(k)           Descriptive Headings .   The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(l)            Governing Law .   All issues and questions concerning the relative rights and obligations of the Company and the Securityholders under this Agreement and the construction, validity, interpretation and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(m)          Consent to Jurisdiction .  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by United States certified or registered mail to such party’s respective address set forth in Section 10(a) and the Schedule of Securityholders attached hereto, or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party, shall

be effective service of process in any action, suit or proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the State of Delaware or the state courts of the State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

(n)           Mutual Waiver of Jury Trial .   Because disputes arising in connection with complex transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, each party to this Agreement hereby waives all rights to trial by jury in any action, suit or proceeding brought to resolve any dispute between or among any of the parties hereto, whether arising in contract, tort or otherwise, arising out of, connected with, related or incidental to this Agreement or the transactions contemplated hereby.

(o)           Business Days .   If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated Registration Agreement as of the day and year first above written.

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

Signature:

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[ Signature Page - Second Amended and Restated Registration Agreement ]

[Signature Page - Second Amended and Restated Registration Agreement]

[Signature Page - Second Amended and Restated Registration Agreement]

[Signature Page - Second Amended and Restated Registration Agreement]

[Signature Page - Second Amended and Restated Registration Agreement]

Exhibit 10.4

STOCKHOLDERS AGREEMENT

AMONG

TOWNSQUARE MEDIA, INC.

AND

CERTAIN STOCKHOLDERS OF TOWNSQUARE MEDIA, INC.

DATED AS OF July 29, 2014

Table of Contents

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (the “ Agreement ”) is made as of July 29, 2014 by and among:

(i)             Townsquare Media, Inc., a Delaware corporation (the “ Company ”);

(ii)            each of OCM POF IV AIF GAP Holdings, L.P., a Delaware limited partnership, and OCM PF/FF Radio Holdings PT, L.P, a Delaware limited partnership (collectively, “ Oaktree ”); and

(iii)           each of FiveWire Media Ventures, LLC, Steven Price, Stuart Rosenstein, Alex Berkett, Scott Schatz and Dhruv Prasad (collectively, the “ FiveWire Holders ”).

RECITALS

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1.1            Closing . This Agreement shall become effective upon the closing of the Initial Public Offering (referred to herein as the “ Closing ”).

1.2            Definitions . Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 6 hereof.

2.1            Board of Directors .

(a)                        Concurrently with the effectiveness of this Agreement, the Company, Oaktree and the FiveWire Holders shall take all Necessary Action to cause the board of directors of the Company (the “ Board of Directors ”) to be comprised of seven (7) directors, (i) three (3) of whom shall be designated by Oaktree (each such director, an “ Oaktree Director ”), (ii) one (1) of whom shall be the Chief Executive Officer (or equivalent) of the Company (the “ Company Director ”) and (iii) three (3) of whom shall be nominated by the Company’s Nominating and Corporate Governance Committee and shall initially be David Lebow, Gary Ginsberg and Amy Miles. Each of the foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows:

(b)           For so long as Oaktree Beneficially Owns (directly or indirectly) at least one-third (1/3) of the number of shares of Common Stock it Beneficially Owned as of the Closing, the Company hereby agrees to

include in the slate of nominees recommended by the Board of Directors for election as directors at each applicable annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by Oaktree that, if elected, will result in three (3) Oaktree Directors each serving in a separate class of directors on the Board of Directors. For so long as Oaktree Beneficially Owns (directly or indirectly) at least one-third (1/3) of the number of shares of Common Stock it Beneficially Owned (directly or indirectly) as of the Closing, each FiveWire Holder hereby agrees to take all Necessary Action tocause the election of such Oaktree Directors to the Board of Directors.

(c)           For the avoidance of doubt, each Oaktree Director shall constitute an “Oaktree Director” for purposes of, and as such term is used in, the Company’s Certificate of Incorporation, and shall be entitled to cast the number of votes as set forth therein.

(d)           In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any Oaktree Director, the Company and each FiveWire Holder hereby agrees to take all Necessary Action to cause the vacancy created thereby to be filled as soon as practicable by an Oaktree Director.

(e)           The Company shall reimburse the members of the Board of Directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and any committees thereof, including without limitation travel, lodging and meal expenses.

(f)           The Company shall obtain customary director and officer liability insurance on commercially reasonable terms.

2.2            Termination of Governance Provisions . The provisions of this Section 2 shall terminate upon the written consent of Oaktree.

3.1            Grant of Proxy. Each FiveWire Holder hereby grants to Oaktree a proxy that is irrevocable and coupled with an interest to vote their shares of Class B Common Stock, including in any action by written consent, which proxy shall be valid and remain in effect for so long Oaktree Beneficially Owns (directly or indirectly) at least fifty percent (50.0%) of the number of shares of Common Stock it Beneficially Owned as of the Closing. Oaktree may exercise the irrevocable proxy granted to it hereunder at any time that the vote, consent or approval of any holder of Class B Common Stock may be required. This proxy shall be assignable by Oaktree to any transferee of all of the shares of Common Stock Beneficially Owned (directly or indirectly) by Oaktree as of the Closing, without any further action required by any FiveWire Holder.

4.1            Generally . The Company and each party hereto shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder by the Company or any party hereto. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including, without limitation, preliminary or temporary relief) as may be appropriate in the circumstances.

5.1            Written Modifications . This Agreement may be amended, modified or extended, and the provisions hereof may be waived, only by an agreement in writing signed by Oaktree; provided, however, that the consent of the FiveWire Majority Holders shall be required for any amendment, modification, extension or waiver which has an adverse effect on the rights of the FiveWire Holders under this Agreement. Each such amendment, modification, extension and waiver shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

5.2            Effect of Termination . No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

6.1            Certain Matters of Construction . In addition to the definitions referred to or set forth below in this Section 6:

(a)          The words “hereof,” “herein,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement;

(b)          Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined;

(c)          The masculine, feminine and neuter genders shall each include the other; and

(d)          References to Sections, unless otherwise specified, shall refer to Sections of this Agreement.

6.2            Definitions . The following terms shall have the following meanings:

“ Agreement ” has the meaning set forth in the Preamble.

“ Beneficial Ownership ” means beneficial ownership within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision. The term “ Beneficially Own ” shall have a correlative meaning. For the avoidance of doubt, a Person shall be deemed to Beneficially Own shares of Common Stock underlying warrants to purchase such shares, which warrants were owned by such Person as of the Closing.

“ Board of Directors ” has the meaning set forth in Section 2.1.

“ Class B Common Stock ” has the meaning set forth in the Certificate of Incorporation of the Company, as it may be amended from time to time.

“ Closing ” has the meaning set forth in Section 1.1.

“ Common Stock ” means the capital stock of the Company that is designated as “Common Stock” pursuant to the Certificate of Incorporation of the Company, as it may be amended from time to time.

“ Company ” has the meaning set forth in the Preamble.

“ Company Director ” has the meaning set forth in Section 2.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as in effect from time to time.

“ FiveWire Holders ” has the meaning set forth in the Preamble.

“ FiveWire Majority Holders ” means FiveWire Holders that collectively beneficially own a majority of the voting power of the shares of capital stock of the Company that are then beneficially owned by the FiveWire Holders in the aggregate.

“ Initial Public Offering ” means the initial underwritten public offering registered on Form S-1 (or any successor form under the Securities Act), after which a class of the Common Stock is listed on a national securities exchange.

“ Necessary Action ” means, with respect to a specified result, all actions permitted by law necessary to cause such result, including (i) in the case of a stockholder of the Company, to vote or provide a written consent or proxy with respect to the Common Stock, (ii) causing members of the Board of Directors (to the extent such members were nominated or designated by the Person obligated to undertake the Necessary Action, and subject to any fiduciary duties that such members may have as directors of the Company) to act in a certain manner or causing them to be removed in the event they do not act in such a manner and to adopt resolutions consistent with the foregoing, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“ Oaktree ” has the meaning set forth in the Preamble.

“ Oaktree Director ” has the meaning set forth in Section 2.1.

“ Oaktree Supplemental Director ” has the meaning set forth in Section 2.1.

“ Person ” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“ Securities Act ” means the Securities Act of 1933, as in effect from time to time.

7.1            Authority; Effect . Each party hereto represents and warrants to, and agrees with each other party that, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association.

7.2            Notices . All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided to the address (or facsimile number) listed below.

If to the Company, to:
Townsquare Media, Inc.
240 Greenwich Avenue
Greenwich, CT 06830
Facsimile: (203) 861-0920
Attention: Steven Price

with a copy to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Facsimile: (212) 446-4943
Attention: Joshua Korff

 Christopher Kitchen

If to Oaktree, to:
Oaktree Capital Management, L.P.
333 S. Grand Ave., 28th Floor

Los Angeles, CA 90071

Facsimile: (213) 830-6394

Attention: Andrew Salter

with a copy to:
Kirkland & Ellis LLP
333 South Hope Street
Los Angeles, CA 90071
Facsimile: (213) 680-8500
Attention: John Weissenbach

 Tana Ryan

If to the FiveWire Holders, to:
c/o FiveWire Media Ventures LLC
240 Greenwich Avenue
Greenwich, Connecticut 06830

Facsimile: (203) 861-0920

Attention: Steven Price

with a copy to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Facsimile: (212) 446-6460
Attention: Joshua N. Korff

Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

7.3            Binding Effect, Etc . This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.

7.4            Descriptive Headings . The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.

7.5            Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

7.6            Severability . In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner, to the end that the transactions and relationships contemplated hereby are fulfilled to the fullest possible extent.

8.1            Governing Law . This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

8.2            Consent to Jurisdiction . Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees neither to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement, or relating to the subject matter hereof or thereof, other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7.2 hereof is reasonably calculated to give actual notice.

8.3            WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS

THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 8.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

8.4            Exercise of Rights and Remedies . No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

[Signature Page - Stockholders’ Agreement]

[Signature Page - Stockholders’ Agreement]

[Signature Page - Stockholders’ Agreement]

[Signature Page - Stockholders’ Agreement]

[Signature Page - Stockholders’ Agreement]

[Signature Page - Stockholders’ Agreement]

[Signature Page - Stockholders’ Agreement]

[Signature Page - Stockholders’ Agreement]