Exhibit 10.6





Exhibit 10.6




Execution Version




AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT




Among




WESTWOOD ONE, INC.,




GORES RADIO HOLDINGS, LLC




AND




CERTAIN OTHER INVESTORS




Dated as of October 21, 2011




 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I.

	 
	 	 	 	 
	DEFINITIONS; RULES OF CONSTRUCTION

	 
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Rules of Construction
	 	 	6	 
	 
	 	 	 	 
	ARTICLE II.

	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	ARTICLE III.

	 
	 	 	 	 
	REPORTING OBLIGATIONS; SHARE TRANSFERS

	 
	 	 	 	 
	SECTION 3.01. Reporting Requirements under 1934 Act
	 	 	7	 
	SECTION 3.02. Additional Securities; Recapitalizations; Exchanges, etc.
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV.

	 
	 	 	 	 
	RIGHTS OF CERTAIN STOCKHOLDERS

	 
	 	 	 	 
	SECTION 4.01. Tag-Along Rights
	 	 	7	 
	SECTION 4.02. Drag-Along Rights
	 	 	9	 
	SECTION 4.03. Preemptive Notice
	 	 	10	 
	SECTION 4.04. [Intentionally Omitted]
	 	 	11	 
	SECTION 4.05. [Intentionally Omitted]
	 	 	11	 
	SECTION 4.06. Piggyback Registration Rights
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V.

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 5.01. Notices
	 	 	13	 
	SECTION 5.02. Binding Effect; Benefits
	 	 	14	 
	SECTION 5.03. Amendment
	 	 	14	 
	SECTION 5.04. Assignability
	 	 	14	 
	SECTION 5.05. Governing Law; Venue; Waiver of Jury Trial
	 	 	14	 
	SECTION 5.06. Enforcement
	 	 	15	 
	SECTION 5.07. Severability
	 	 	15	 
	SECTION 5.08. Section and Other Headings
	 	 	15	 
	SECTION 5.09. Counterparts
	 	 	15	 
	SECTION 5.10. Entire Agreement
	 	 	15	 
	SECTION 5.11. Termination
	 	 	15	 
	SECTION 5.12. Information Rights
	 	 	16	 
	SECTION 5.13. Confidentiality
	 	 	16	 
	SECTION 5.14. Fees and Expenses
	 	 	17	 






 


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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT




THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of
October 21, 2011, among Westwood One, Inc., a Delaware corporation (the “Company”), Gores
Radio Holdings, LLC (“Gores”), and the other investors identified on Annex A hereto
(the “Original Investor Stockholders”) and the parties executing a Joinder Agreement (as
defined below) in accordance with the terms hereof.



RECITALS




WHEREAS, the parties previously entered into that certain Investor Rights Agreement dated as
of April 23, 2009, as amended by that certain Third Amendment to Securities Purchase Agreement and
First Amendment to Investor Rights Agreement dated as of August 17, 2010 (as so amended and as
further amended from time to time prior to the Effective Date (as defined below), the “Existing
Investor Rights Agreement”), providing for certain rights and restrictions with respect to the
capital stock of the Company;



WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of July 30,
2011, by and among the Company, Radio Network Holdings, LLC, and Verge Media Companies, Inc.,
pursuant to which Verge Media Companies, Inc. will merge with and into Radio Network Holdings, LLC,
subject to the terms and conditions of such Merger Agreement (the “Merger”);



WHEREAS, Section 5.03 of the Existing Investor Rights Agreement provides that it may be
amended, restated or modified by a written instrument executed by the Company and the Requisite
Stockholders; and



WHEREAS, in connection with the Merger, the parties hereto desire to amend and restate the
Existing Investor Rights Agreement upon the terms and conditions set forth below effective as of
the date on which the Merger is consummated (the “Effective Date”).



NOW, THEREFORE, in consideration of the foregoing recitals and the premises and agreements,
conditions and covenants contained herein, the parties hereby amend and restate in full the
Existing Investor Rights Agreement to read as follows, effective as of the Effective Date:



ARTICLE I.




DEFINITIONS; RULES OF CONSTRUCTION




SECTION 1.01. Definitions. The following terms, as used herein, have the following
meanings:




“Affiliate” of any specified Person means any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. No Person shall be deemed an Affiliate of
another Person solely by virtue of the fact that both Persons own shares of the Company’s Capital
Stock.


 


 









 






“Agreement” has the meaning set forth in the introductory paragraph hereto.




“Board” means the Board of Directors of the Company.



“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in The City of New York, New York are authorized or obligated by law
or executive order to close.



“Capital Stock” means any and all shares, interests, participations, rights in or other
equivalents (however designated) of the Company’s capital stock, and any rights, warrants or
options exercisable or exchangeable for or convertible into such capital stock.




“CBS” means CBS Radio Inc.



“CBS Registration Rights Agreement” means the Amended and Restated Registration Rights
Agreement, dated as of March 3, 2008, by and between the Company and CBS.



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



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




“Commission” means the Securities and Exchange Commission.




“Common Stock” means, collectively, the Class A Common Stock and the Class B Common Stock.




“Company” has the meaning set forth in the introductory paragraph hereto.




“Competitor” has the meaning set forth in Section 5.12.



“Conditions” means any required material third-party or governmental approvals, compliance
with applicable laws and the absence of any injunction or similar legal order preventing such
transaction.




“Effective Date” has the meaning set forth in the Recitals hereto.



“Eligible Offering” means an offer by the Company on or after the Effective Date to sell to
any Person or Persons (including any of the Stockholders) for cash, any Capital Stock (or debt
convertible into Capital Stock) of the Company, other than:




(i) in an underwritten public offering registered under the 1933 Act or
pursuant to a Rule 144A offering under the 1933 Act;




(ii) pursuant to any stock option, stock purchase or other benefit plan, or
agreement approved by the Board to independent contractors, employees, officers,
directors, consultants, service providers and/or advisors to the Company or its
subsidiaries; provided, that at the time such plan or agreement was
approved, the total amount of Common Stock issuable under all stock option, stock purchase or other
benefit plans or agreements of the Company (including such plan or agreement
approved by the Board) does not exceed 20% of the Company’s then outstanding Common
Stock;


 


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(iii) as consideration to any third party seller in connection with the bona
fide acquisition by the Company or any subsidiary of the Company of the assets or
securities of any Person in any transaction approved by the Board;




(iv) in connection with a stock split or recapitalization;




(v) as an inducement to a third party investor (in its capacity as a lender) in
connection with any bona fide debt financing, subject to terms and conditions
approved by the Board (but only if there are no Stockholders or Affiliates of the
Company who are providing any portion of such debt financing); or




(vi) pursuant to the transactions contemplated by the Merger Agreement
(including any issuance of Common Stock, Series A Preferred Stock of the Company or
Series B Preferred Stock of the Company in connection with or arising out of such
transactions, whether before or after the Effective Time).




“Existing Investor Rights Agreement” has the meaning set forth in the Recitals hereto.




“Gores” has the meaning set forth in the introductory paragraph hereto.



“Gores Investors” means Gores and its Related Persons that sign a Joinder Agreement in
accordance with the terms hereof.



“Gores Registration Rights Agreement” means the Registration Rights Agreement to be entered
into substantially contemporaneously with the consummation of the Merger by and between the
Company, Gores and Triton Media Group, LLC.



“Investor Stockholders” means each Original Investor Stockholder and each direct or indirect
transferee of such Original Investor Stockholder (other than any Gores Investor) that signs a
Joinder Agreement in accordance with the terms hereof; provided, that a Person shall cease
to be an Investor Stockholder (other than in connection with the sale by the Gores Investors of all
of their shares of Capital Stock to a third party, in which case such Person shall continue to be
subject to the provisions of Sections 4.01 and 4.02 and Article V) on the first date on which the
applicable Investor Stockholder, together with its Related Persons that have executed a Joinder
Agreement, owns less than 20% of the Class A Common Stock owned by the Investor Stockholder
(together with the Related Persons of such Investor Stockholder that have executed a Joinder
Agreement) as of the Effective Date (other than to the extent resulting from any stock splits,
stock dividends, recapitalizations or other similar transactions).



“Joinder Agreement” means a joinder agreement, a form of which is attached hereto as
Exhibit A.




“Merger” has the meaning set forth in the Recitals hereto.



“1933 Act” means the Securities Act of 1933, as amended, or any similar federal statute, and
the rules and regulations of the Commission thereunder, all as the same shall be in effect at the
time.


 


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“1934 Act” means the Securities Exchange Act of 1934, as amended, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.



“Oaktree Investors” means, collectively, Oaktree Capital Management, L.P. and its Related
Persons.




“Offered Shares” has the meaning set forth in Section 4.01.



A Person is deemed to “own” or to have acquired “ownership” of a security if such Person (a)
is the record owner of such security, (b) is the beneficial owner (within the meaning of Rule 13d-3
under the 1934 Act) of such security or (c) has the authority or right to vote such security.




“Original Effective Date” means April 23, 2009.



“Original Investor Stockholders” has the meaning set forth in the introductory paragraph
hereto.




“Other Securityholders” has the meaning set forth in Section 4.06(b).



“Person” means an individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity or organization, including a government, a political
subdivision or an agency or instrumentality thereof.




“Preemptive Notice” has the meaning set forth in Section 4.03.



“Pro Rata Portion” means, with respect to any Stockholder on any date, a fraction, the
numerator of which is the number of shares of Class A Common Stock owned by such Stockholder and
(b) the denominator of which (i) in the case of the use of “Pro Rata Portion” in Section 4.01, is
the number of shares of Class A Common Stock owned by all Stockholders and (ii) in the case of the
use of “Pro Rata Portion” in Section 4.03, is the number of shares of Class A Common Stock and
Class B Common Stock owned by all Stockholders.



“Prospectus” means the prospectus included in a Registration Statement (including a prospectus
that includes any information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the 1933 Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.




“Purchaser” has the meaning set forth in Section 4.01.



“Registrable Securities” means any Class A Common Stock held by the Investor Stockholders on
the Effective Date, together with any securities issued or issuable upon any stock split, stock
dividend or other distribution or in connection with a combination of shares, recapitalization,
merger, consolidation or similar event with respect to the foregoing, in each case until such
securities are no longer held by an Investor Stockholder.


 


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“Registration Statement” means any registration statement to be filed under the 1933 Act, that
covers any of the Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus included therein, all amendments and supplements to such Registration Statement,
including pre- and post-effective amendments, all exhibits and all material incorporated by
reference in such Registration Statement.



“Related Person” means, with respect to any Person, (a) an Affiliate of such Person, (b) any
investment manager, investment advisor or general partner of such Person, and (c) any investment
fund, investment account or investment entity whose investment manager, investment advisor or
general partner is such Person or a Related Person of such Person; provided, that no Person
shall be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own
shares of the Capital Stock of the Company.



“Requisite Stockholders” means Gores and the holders of a majority of the Class A Common Stock
owned by all Investor Stockholders.



“Rule 144” and “Rule 144A” means Rule 144 and Rule 144A, respectively, promulgated by the
Commission pursuant to the 1933 Act, as such Rules may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such
Rule.



“Sale” means (i) the Transfer in one or a series of related transactions by the holders (which
shall include the Gores Investors) of at least 50% of all shares of Common Stock outstanding on the
date of such Sale to any Person or “group” of Persons (other than Gores Investors) whether directly
or indirectly or by way of any merger, consolidation or other business combination or purchase of
beneficial ownership or otherwise; or (ii) the sale of all or substantially all of the assets of
the Company and its consolidated subsidiaries, whether by merger, consolidation, business
combination or purchase of beneficial ownership or otherwise.



“Spousal Consent” means a spousal consent, a form of which is attached hereto as Exhibit
B.




“Stockholder Representations” has the meaning set forth in Section 4.01.



“Stockholders” means Gores, any Gores Investor executing a Joinder Agreement and the Investor
Stockholders.




“Tag-Along Notice” has the meaning set forth in Section 4.01.




“Tag-Along Sale” has the meaning set forth in Section 4.01.



“Tag-Along Stockholder” means an Investor Stockholder that elects to participate in a
Tag-Along Sale pursuant to Section 4.01 hereof.



“Transfer” means the offer, sale, donation, assignment (as collateral or otherwise), mortgage,
pledge, grant, hypothecation, encumbrance, gift, bequest or transfer or disposition of any security
(including transfer by reorganization, merger, sale of substantially all of the assets or by
operation of law).


 


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“Transferee” means any Person who acquires shares of Capital Stock from a Stockholder.




SECTION 1.02. Rules of Construction.



(a) Any provision of this Agreement that refers to the words “include,” “includes,” or
“including” shall be deemed to be followed by the words “without limitation.”



(b) In the event that any claim is made by any Person relating to any conflict, omission or
ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by
virtue of the fact that this Agreement was prepared by or at the request of a particular Person or
its counsel.



(c) References to numbered or letter articles, sections, and subsections refer to articles,
sections and subsections, respectively, of this Agreement unless expressly stated otherwise. All
references to this Agreement include, whether or not expressly referenced, the exhibits and
appendices attached hereto.



ARTICLE II.




REPRESENTATIONS AND WARRANTIES




(a) Each of the parties hereby severally represents and warrants to each of the other parties
as follows:




(i) Authority; Enforceability. Such party (A) has the legal capacity or
organizational power and authority to execute, deliver and perform its obligations under
this Agreement and (B) (in the case of parties that are not natural persons) is duly
organized and validly existing and in good standing under the laws of its jurisdiction of
organization. This Agreement has been duly executed and delivered by such party and
constitutes a legal, valid and binding obligation of such party, enforceable against it in
accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the rights of creditors generally and
to the exercise of judicial discretion in accordance with general principles of equity
(whether applied by a court of law or of equity).




(ii) Consent. No consent, waiver, approval, authorization, exemption,
registration, license or declaration is required to be made or obtained by such party,
other than those that have been made or obtained on or prior to the Effective Date, in
connection with (A) the execution or delivery of this Agreement or (B) the consummation of
any of the transactions contemplated hereby. To the extent any Stockholder is a natural
person and is married, no Spousal Consent is required in connection with the transactions
contemplated hereby or such Stockholder has delivered a Spousal Consent executed by his
spouse.


 


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(b) Each of the Company and the Gores Investors severally represents and warrants to each of
the other parties that, except as expressly set forth herein, in the Gores Registration Rights
Agreement and in the Company’s certificate of incorporation, as of the date hereof the Company has
not (i) granted any Gores Investor any put rights, exit rights, tag-along rights, registration
rights, preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with
respect to its outstanding shares of Common Stock that are in effect as of the Effective Date, (ii)
entered into any agreement, arrangement, obligation or understanding (contingent or otherwise) with
any Gores Investor to (A) purchase, redeem or otherwise acquire any Common Stock held by any Gores
Investor or pay any dividends or make any distributions in respect of any such Common Stock, or (B)
pay any management fees, transactional fees, investment banking fees or other similar fees to any
Gores Investor.



ARTICLE III.




REPORTING OBLIGATIONS; SHARE TRANSFERS




SECTION 3.01. Reporting Requirements under 1934 Act. The Company shall use
commercially reasonable efforts to remain subject to the reporting requirements of Section 13 or
15(d) of the 1934 Act, regardless of whether it could satisfy the conditions that would permit it
to cease to be subject to said reporting requirements.



SECTION 3.02. Additional Securities; Recapitalizations; Exchanges, etc.. Except as
otherwise provided herein, the provisions of this Agreement will apply to the full extent set forth
herein with respect to (a) the Class A Common Stock held by, or issued to, Gores and the Investor
Stockholders on or after the Effective Date and (b) any and all Common Stock, Capital Stock or
shares of capital stock of any successor or assign of the Company (whether by merger,
consolidation, exchange, sale of assets or otherwise), which may be issued in respect of, in
exchange for, or in substitution for such shares, by reason of any stock dividend, stock split,
reverse split, combination, recapitalization, reclassification, merger, consolidation, sale of
assets or otherwise; provided, however, that (i) if as a result of any such merger, consolidation
or sale of assets or other similar transaction, the Gores Investors and the Oaktree Investors,
collectively, cease to own a majority of the Company’s then outstanding Common Stock, then the
provisions of Section 3.01, 4.03, 4.06 and 5.12 of this Agreement shall cease to be effective, and
(ii) notwithstanding the foregoing clause (i), the Company agrees that it will provide to the
Investor Stockholders such information as may be reasonably necessary in order to permit the
Investor Stockholders to Transfer the shares of Common Stock or Capital Stock owned by them under
Rule 144 and Rule 144A and shall permit the disclosure of information to prospective transferees of
such shares in such proposed Transfers so long as such information is accorded the treatment
applicable to Confidential Information set forth in Section 5.13 hereof. References to the
“Company” in this Agreement will be deemed to refer to any such successor or assign and such entity
will execute an appropriate instrument of assumption agreeing to be bound by the terms hereof.



ARTICLE IV.




RIGHTS OF CERTAIN STOCKHOLDERS




SECTION 4.01. Tag-Along Rights. (a) If any Gores Investor proposes to Transfer
shares of Class A Common Stock to a Person other than a Related Person (the “Purchaser”),
other than pursuant to (1) Section 4.02, (2) an effective registration statement under the 1933 Act
or (3) a sale pursuant to Rule 144 under the 1933 Act, Gores shall give written notice (a “Tag-Along Notice”) of such proposed Transfer (a
“Tag-Along Sale”) to the Investor Stockholders at least 7 Business Days prior to the
consummation of such proposed Transfer, setting forth:



(i) the total number of shares of Class A Common Stock offered to be Transferred to the
Purchaser (the “Offered Shares”) and the purchase price per share,



(ii) any other material terms and conditions of the proposed Transfer, including whether the
Purchaser will purchase all shares proffered,


 


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(iii) the expected date of the proposed Transfer, and



(iv) an undertaking that each such Investor Stockholder shall have the right to elect to sell
up to its Pro Rata Portion of such Offered Shares in accordance with the procedures set forth in
Section 4.01(b).



(b) Upon delivery of a Tag-Along Notice, each Investor Stockholder shall have the right, but
not the obligation, to sell up to its Pro Rata Portion of the Offered Shares at the same price per
share of Capital Stock for the same form of consideration and pursuant to the same terms and
conditions as set forth in the Tag-Along Notice by sending written notice to Gores not less than 7
Business Days after the date of the Tag-Along Notice, indicating its election to sell up to its Pro
Rata Portion of such Offered Shares in the same transaction. Each Tag-Along Stockholder shall be
permitted to sell to the Purchaser on the same terms and conditions as are applicable to the
proposed Transfer by such Gores Investor that number of shares of its Class A Common Stock as to
which it has validly made its election and such Gores Investor shall be permitted to concurrently
sell the balance of the shares of Class A Common Stock that are the subject of the Tag-Along Notice
that are not sold by the Tag-Along Stockholders. For purposes of this Section 4.01, the price per
share of Capital Stock payable to a Gores Investor in connection with a proposed Transfer shall be
determined taking into account all consideration payable, directly or indirectly, to such Gores
Investor or its Affiliates in connection with the proposed Transfer.



(c) No Tag-Along Stockholder shall be required to make representations and warranties in
connection with such sale, other than representations and warranties, on a several basis, with
respect to (i) the Company, to the extent also given by Gores, any such representations and
warranties to be made only to the extent of the knowledge, without any investigation, of the
individual employees of such Tag-Along Stockholder responsible for management of such Tag-Along
Stockholder’s investment in the Class A Common Stock, provided that the Person or Persons
in whose favor the representations and warranties run acknowledges in writing that such
Stockholder’s liability for a breach of any such representations and warranties (whether made by
such Tag-Along Stockholder or by Gores) is limited with respect to the Tag-Along Stockholder as
provided in the second and third sentences of this Section 4.01(c) or the fifth and sixth sentences
of Section 4.02(d), as applicable, (ii) such Tag-Along Stockholder’s due organization, power and
authority, (iii) such Tag-Along Stockholder’s ownership of the shares and ability to freely convey
such shares without liens or encumbrances (other than those that arise under federal or state
securities laws or by virtue of this Agreement), (iv) non-contravention of such Tag-Along
Stockholder’s charter, bylaws or other organizational documents or material agreements of such
Tag-Along Stockholder and (v) the enforceable nature of such Tag-Along Stockholder’s obligations
under the documents for such sale to which it is a party (subject in each case to customary
qualifications) (collectively, the “Stockholder Representations”). No Tag-Along



 


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Stockholder shall be required to  participate in any escrow or indemnity obligations relating to such Tag-Along Sale in excess
of such Tag-Along Stockholder’s pro rata participation in the Tag-Along Sale (based on proceeds to
be received). Any indemnity obligation of a Tag-Along Stockholder in connection with a Tag-Along
Sale in which it will participate will be several and not joint and will be limited to its pro rata
share of the actual amount of such indemnification obligation and in no event shall its payment (or
deemed payment) in respect thereof, together with all other indemnification payments (or deemed
payments) in respect of such Tag-Along Sale, be greater than (A) the amount of consideration
actually received by it at or before the time such indemnification payment is made and (B) the
forfeit by such Tag-Along Stockholder of any consideration to which it is entitled but has not yet
received (including, without limitation, as a result of an escrow agreement, earn-out or similar
arrangement) in the Tag-Along Sale. Notwithstanding anything to the contrary herein, a Stockholder
participating in a Tag-Along Sale or a Sale will have an indemnity obligation (subject to the
limitations provided in the second and third sentences of this Section 4.01(c) or the fifth and
sixth sentences of Section 4.02(d), as applicable) for breaches of representations and warranties
made by Gores in respect of the Company even if such Stockholder did not itself make the
representations or warranties or made a more limited representation or warranty.



(d) If no Investor Stockholder elects to sell shares of Class A Common Stock pursuant to this
Section 4.01, such Gores Investor shall have the right for a period of 120 days (which period may
be extended to 180 days to the extent necessary to satisfy any Conditions) after the expiration of
the 7 Business Day period referred to in Section 4.01(b) to Transfer the Offered Shares subject to
the Tag-Along Notice to the Purchaser at a price not greater than the price contained in, and
otherwise on terms and conditions no more favorable to such Gores Investor than those set forth in,
the Tag-Along Notice. After the end of the 120-day period referred to in this Section 4.01(d)
(subject to any permitted extension thereof), such Gores Investor will not effect any transaction
in any shares of Class A Common Stock that are the subject of the Tag-Along Notice without
commencing de novo the procedures set forth in this Section 4.01.



SECTION 4.02. Drag-Along Rights. (a) If the Gores Investors desire to participate in
a Sale, they shall have the right to require the Investor Stockholders to:



(i) sell all Class A Common Stock held by them at the same price per share, for the same form
of consideration (which shall be cash) and pursuant to the same terms and conditions as are
applicable to the Gores Investor;




(ii) vote such Class A Common Stock in favor of the transactions constituting a Sale;




(iii) tender their shares of Class A Common Stock;




(iv) waive their appraisal or dissenters’ rights with respect to such transaction; and



(v) otherwise participate in such Sale on the same terms and conditions as are applicable to
Gores.


 


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Each Investor Stockholder agrees to take any and all action in furtherance of the foregoing
reasonably requested by the Gores Investor.



(b) Each Investor Stockholder agrees to vote for the approval of the transaction constituting
a Sale under this Section 4.02 and such agreement is given as a condition of this Agreement and as
such is coupled with an interest and is irrevocable. This voting agreement shall remain in full
force and effect throughout the time that this Section 4.02 is in effect.



(c) The Gores Investors will give each Investor Stockholder at least 7 Business Days advance
notice of a Sale.



(d) Not later than 7 Business Days following the date a Gores Investor delivers a written
notice to each of the Investor Stockholders that it has entered into or will enter into a
definitive agreement with a purchaser in connection with a Sale within 10 Business Days of the date
of such notice, each Investor Stockholder shall deliver one or more certificates representing the
shares held by such Investor Stockholder to be transferred, accompanied by duly executed stock
powers, to an escrow agent pursuant to escrow arrangements reasonably acceptable to the Gores
Investor and the Investor Stockholders providing for release concurrently with the consummation of
such Sale and requiring the return thereof to each Investor Stockholder on the date 60 days after
the date of such notice if such Sale has not been consummated by such 60th day. Upon any such
return, each Stockholder Investor shall be able to Transfer freely the Class A Common Stock held by
it, subject to a new notice delivered pursuant to this Section 4.02(d). If any Investor
Stockholder fails to deliver such certificates to the Gores Investor, then the Gores Investor shall
provide written notice of such failure to the Company in accordance with Section 5.01. Upon
receipt of such notice, the Company agrees that it shall not record the transfer of such shares on
the books and records of the Company and shall promptly direct the Company’s transfer agent, if
any, that the transfer agent shall also not record the transfer of such shares on the books and
records of the Company. In connection with such Sale, no such Investor Stockholder shall be
required to (i) make any representations other than Stockholder Representations or (ii) participate
in any escrow or indemnity obligation relating to such Sale in excess of such Investor
Stockholder’s pro rata participation in the Sale (based on proceeds to be received). Any indemnity
obligation of an Investor Stockholder in connection with a Sale in which it will participate will
be several and not joint and will be limited to its pro rata share of the actual amount of such
indemnification obligation and in no event shall its payment (or deemed payment) in respect
thereof, together with all other indemnification payments (or deemed payments) in respect of such
Sale, be greater than (A) the amount of consideration actually received by it at or before the time
such indemnification payment is made and (B) the forfeit by such Investor Stockholder of any
consideration to which it is entitled but has not yet received (including, without limitation, as a
result of an escrow agreement, earn-out or similar arrangement).



SECTION 4.03. Preemptive Notice. (a) If securities are issued pursuant to an Eligible Offering, the Company shall give written
notice (a “Preemptive Notice”) thereof to each Investor Stockholder. The Preemptive Notice
shall:




(1) specify the security or securities issued, the purchasers, the date of issuance
(which date shall not be more than fifteen (15) days prior to the date of delivery of the
Preemptive Notice), the consideration that the Company received therefor and all other
material terms and conditions of such issuance, and




(2) contain an offer to sell to each Investor Stockholder at the same price and for the
same consideration paid or to be paid by the purchaser, an amount sufficient for such
Investor Stockholder to maintain its Pro Rata Portion prior to the issuance in the Eligible
Offering.


 


10









 





(b) For a period of ten (10) Business Days following the delivery of such Preemptive Notice,
each such Investor Stockholder shall be entitled, by written notice to the Company, to elect to
purchase all or part of the securities described therein. To the extent that elections pursuant to
this Section 4.03 shall not be made with respect to any offered securities within such ten-Business
Day period, then the Company shall not be obligated to issue to such Investor Stockholder such
securities for which such Investor Stockholder has elected not to purchase. In the event that any
such offer is accepted by any Investor Stockholder, the Company shall sell to such Investor
Stockholder, and such Investor Stockholder shall purchase from the Company for the consideration
and on the terms set forth in the Preemptive Notice the securities that such Investor Stockholder
has elected to purchase within ten (10) Business Days of such Investor Stockholder’s election to
purchase such securities (subject to delay for satisfaction of any Conditions); provided
that in no event shall such securities be purchased by an electing Investor Stockholder prior to
the issuance of the securities in the Eligible Offering triggering such Preemptive Notice.



(c) The Company shall in respect of any issuance of securities required to be issued pursuant
to this Section 4.03 effect such increases in the authorized securities of the Company as may be
necessary to permit such issuance. The Company shall comply with any applicable securities laws
before issuing any securities pursuant to this Section 4.03 but shall not be in violation of the
provisions hereof by reason of failure to so comply; provided, that it uses commercially reasonable
efforts to so comply.



SECTION 4.04. [Intentionally Omitted].



SECTION 4.05. [Intentionally Omitted].



SECTION 4.06. Piggyback Registration Rights.



(a) If (but without any obligation to do so) the Company proposes to register any of its stock
or other securities under the 1933 Act in connection with the public offering of such securities
solely for cash (other than a registration on Form S-8 (or similar or successor form) relating
solely to the sale of securities to participants in a Company stock plan or to other compensatory
arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration
on Form S-4 (or similar or successor form)), the Company shall, at such time, promptly give each
Investor Stockholder written notice of such registration. Upon the written request of each
Investor Stockholder given within 15 days after mailing of such notice by the Company, the Company
shall use its reasonable best efforts to cause to be registered under the 1933 Act all of the
Registrable Securities that each such Stockholder has requested to be registered; provided
that the Company shall not include in any underwritten registration any securities that are
held by an employee of the Company or any of its Subsidiaries or any Person controlled by any such
employee without the prior written consent of the


 


11









 





underwriter. The Company shall have no obligation under this Section 4.06 to make any offering of its securities, or to complete an
offering of its securities that it proposes to make. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the Company shall so
advise the Investor Stockholders as a part of the written notice given pursuant to this Section
4.06. All Investor Stockholders requesting to distribute their securities through such
underwriting shall, together with the Company, enter into an underwriting agreement in customary
form with the underwriter or underwriters for such underwriting; provided, however,
that the Investor Stockholders shall not be required by the Company to make any representations,
warranties or indemnities except as they relate to such Investor Stockholder’s ownership of shares
and authority to enter into the underwriting agreement and to such Investor Stockholder’s intended
method of distribution, and the liability of such Investor Stockholder shall be limited to an
amount equal to the net proceeds from the offering received by such Investor Stockholder.



(b) If the registration under this Section 4.06 is an underwritten registration on behalf of
holders of securities of the Company, and if the underwriter advises the Company that marketing
factors require a limitation of the number of shares to be underwritten, the underwriter may limit
the number of Registrable Securities to be included in the registration and underwriting. The
Company shall so advise all Investor Stockholders that would otherwise be underwritten pursuant
hereto. The number of shares, including Registrable Securities, that may be included in the
registration and underwriting shall be allocated as follows: (i) first, among holders of
securities requesting such registration and CBS, if CBS is not the holder requesting such
registration, to the extent, but only to the extent, CBS elects to participate in such underwritten
offering pursuant to the CBS Registration Rights Agreement, in each case in proportion (as nearly
as practicable) to the amount of registrable securities held by such holders or, if applicable, as
otherwise provided for in the CBS Registration Rights Agreement, (ii) second, among (A) all of the
Investor Stockholders that have elected to participate in such underwritten offering and (B) any
other holders of securities of the Company entitled to participate in such underwritten offering
under the terms of the Gores Registration Rights Agreement (the “Other Securityholders”), if such
holders are not the holders requesting such registration, to the extent, but only to the extent,
such Other Securityholders elect to participate in such underwritten offering pursuant to the Gores
Registration Rights Agreement, in each case in proportion (as nearly as practicable) to the amount
of Registrable Securities held by such participating Investor Stockholders and the amount of shares
of Common Stock held by such Other Securityholders, and (iii) thereafter, among all other holders
of Common Stock, if any, that have the right and have elected to participate in such underwritten
offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by
such holders.



(c) If the registration under this Section 4.06 is an underwritten registration on behalf of
the Company and if the underwriter advises the Company that marketing factors require a limitation
of the number of shares to be underwritten, the underwriter may limit the number of Registrable
Securities to be included in the registration and underwriting. The Company shall so advise all
Investor Stockholders that would otherwise be underwritten pursuant hereto. The number of shares,
including Registrable Securities, that may be included in the registration and underwriting shall
be allocated as follows: (i) first, the securities that the Company proposes to sell, (ii) second,
among (A) all of the Investor Stockholders that have elected to participate in such underwritten
offering and (B) the Other Securityholders that have elected to participate in such underwritten
offering pursuant to the Gores Registration Rights Agreement and (C) CBS to the extent, but only to
the extent, CBS elects to participate in such underwritten offering pursuant to the CBS
Registration Rights Agreement, in each case in proportion (as nearly as practicable) to the amount
of Registrable Securities held by such participating Investor Stockholders and the amount of shares
of Common Stock held by such Other Securityholders and CBS, and (iii) thereafter, among all other
holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as
practicable) to the amount of shares of Common Stock owned by such holders.


 


12









 





(d) Each Investor Stockholder agrees that if a managing underwriter reasonably determines it
is necessary in order to effect such underwritten public offering, at such managing underwriter’s
request, such Investor Stockholder will agree not to publicly sell any shares of Registrable
Securities that are not included in an underwritten public offering described in this Section 4.06
for a period, not to exceed the lesser of (a) 120 days and (b) the number of days that the Company,
any director or officer or any other selling stockholder is similarly restricted; provided
that if any such Person is released from its obligations to not publicly sell, then all Investor
Stockholders shall be released from their obligations under this Section 4.06(d) to the same
extent.



(e) Each Investor Stockholder covenants and agrees that it will comply with the prospectus
delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable
Securities pursuant to a Registration Statement.



(f) Each Investor Stockholder agrees by its acquisition of such Registrable Securities that,
upon receipt of a notice from the Company, such Investor Stockholder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until such Investor
Stockholder’s receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce
the provisions of this paragraph.



ARTICLE V.




MISCELLANEOUS




SECTION 5.01. Notices.


Except as otherwise specified herein, all notices and other
communications required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, return receipt requested, postage prepaid or otherwise delivered by
hand, messenger, facsimile transmission or by other means of electronic communication and shall be
given to such party at its address, facsimile number or e-mail address, as the case may be, as set
forth on the signature pages hereof or in the relevant Joinder Agreement or such other address,
facsimile number or e-mail address as such party may hereafter specify in writing to the Secretary
of the Company for the purpose by notice to the party sending such communication. Any and all
notices or other communications or deliveries required or permitted to be provided hereunder shall
be deemed given and effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile or by other means of electronic communication before 5:30
p.m. (New York City time) on a Business Day and the sender on the same Business Day sends a
confirming copy of such notice by U.S. mail or a recognized overnight delivery service, (ii) the
Business Day after the date of transmission, if such notice or communication is delivered via
facsimile or by other means of electronic communication later than 5:30 p.m. (New York City time)
on any date and earlier than 11:59 p.m. (New York City time) on such date and if on such next
Business Day, the sender sends a confirming copy of such notice by U.S. mail or a recognized
overnight delivery service, (iii) the Business Day following the date of sending, if sent by
nationally recognized overnight courier service, specifying next business day delivery or (iv) upon actual receipt by the party to whom such
notice is required to be given if mailed by registered or certified mail, return receipt requested,
postage prepaid or otherwise delivered by hand.


 


13









 





SECTION 5.02. Binding Effect; Benefits. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective successors and permitted
assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give
any Person (including without limitation CBS) other than the parties to this Agreement or their
respective successors or assigns any legal or equitable right, remedy or claim under or in respect
of any agreement or any provision contained herein.



SECTION 5.03. Amendment.
Other than as a result of the execution and delivery of a
Joinder Agreement, this Agreement may not be amended, restated or modified in any respect except by
a written instrument executed by Requisite Stockholders and the Company. The failure at any time 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 any of the parties thereafter to enforce each and
every provision hereof in accordance with its terms.



SECTION 5.04. Assignability.
Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof shall be assignable by either the Company or any
Stockholder except as otherwise expressly stated hereunder or with the prior written consent of
each other party. A transferee who is not a Related Person of a transferring Stockholder, shall
not be entitled to execute a Joinder and such transferee shall not have, nor be subject to, the
rights and obligations contained in this Agreement. Notwithstanding anything in this Agreement to
the contrary, the rights set forth in Section 4.04 may not be assigned.



SECTION 5.05. Governing Law; Venue; Waiver of Jury Trial.
 All questions concerning
the construction, validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York. Each
party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the Agreement (whether brought against a party hereto or its respective Affiliates, directors,
officers, stockholders, employees or agents) shall be commenced exclusively in the state and U.S.
federal courts sitting in The City of New York, Borough of Manhattan. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the state and U.S. federal courts sitting in
The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or discussed herein (including with respect to the enforcement of any of this
Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or
that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. Each party hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence a proceeding to enforce any
provisions of this Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its reasonable attorneys fees and other reasonable costs and
expenses incurred with the investigation, preparation and prosecution of such proceeding.


 


14









 





SECTION 5.06. Enforcement.
 The parties expressly agree that the provisions of this
Agreement may be specifically enforced against each of the parties hereto in any court of competent
jurisdiction.



SECTION 5.07. Severability.
 If any provision of this Agreement is held to be invalid
or unenforceable in any respect, the validity and enforceability of the remaining terms and
provisions of this Agreement shall not in any way be affected or impaired thereby and the parties
will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable
substitute therefor and effects the original intent of the parties as closely as possible, and upon
so agreeing, shall incorporate such substitute provision in this Agreement.



SECTION 5.08. Section and Other Headings.
 The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.



SECTION 5.09. Counterparts.
 This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. If any signature
is delivered by facsimile or electronic transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile or electronic signature page were an original
thereof.



SECTION 5.10. Entire Agreement.
 This Agreement, together with the Exhibits hereto,
contain the entire understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, both oral or written (including without
limitation the Existing Investor Rights Agreement).



SECTION 5.11. Termination.
All rights and obligations under this Agreement will terminate
and be of no force and effect upon the earlier of (a) the date that is ten (10) years from the
Original Effective Date and (b) the first date on which the Gores Investors and the Oaktree Investors cease to own an aggregate of at least 15% of the
Company’s outstanding Common Stock.


 


15









 





SECTION 5.12. Information Rights.
 The Company shall permit the representatives of
each Original Investor Stockholder for so long as such Original Investor Stockholder is an Investor
Stockholder, at such Original Investor Stockholder’s expense and upon reasonable prior notice to
the Company, to visit the principal executive offices of the Company, to discuss the affairs,
finances and accounts of the Company and its subsidiaries with the Company’s officers and, with the
consent of the Company (which consent will not be unreasonably withheld), to visit the other
offices and property of the Company and each subsidiary, all at such reasonable times and as often
as may be reasonably requested in writing. In addition, the Company will deliver to each Original
Investor Stockholder such data and information relating to the business, operations, affairs,
financial condition, assets or property of the Company or any of its subsidiaries as from time to
time may be reasonably requested by any such Original Investor Stockholder (including without
limitation consolidated quarterly and annual financial statements of the Company and its
subsidiaries).



SECTION 5.13. Confidentiality.
 For the purposes of this Section 5.13, “Confidential
Information” means information delivered to the Investor Stockholders by or on behalf of
the Company or any subsidiary of the Company in connection with the transactions contemplated by or
otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or
labeled or otherwise adequately identified when received by such Investor Stockholder as being
confidential information of the Company or such subsidiary of the Company, provided that such term
does not include information that (a) was publicly known or otherwise known to such Investor
Stockholder prior to the time of such disclosure, other than as a result of a disclosure pursuant
to this Agreement, (b) subsequently becomes publicly known through no act or omission by such
Investor Stockholder or any Person acting on such Investor Stockholder’s behalf, (c) otherwise
becomes known to such Investor Stockholder other than (1) through disclosure by the Company or any
of its subsidiaries or (2) through disclosure by any other Person which disclosure such Investor
Stockholder knows is in violation of a confidentiality obligation to the Company or if it is
otherwise manifestly clear that such disclosure is in breach of any such confidentiality
obligation, or (d) constitutes financial statements delivered to such Investor Stockholder under
Section 5.12 that are otherwise publicly available. Each Investor Stockholder will maintain the
confidentiality of such Confidential Information in accordance with procedures adopted by such
Investor Stockholder in good faith to protect confidential information of itself and of third
parties delivered to such Investor Stockholder, provided that such Investor Stockholder may deliver
or disclose Confidential Information to (i) such Investor Stockholder’s directors, trustees,
officers, employees, agents, and attorneys (to the extent such disclosure reasonably relates to the
administration of the investment represented by the Capital Stock held by such Investor
Stockholder), (ii) such Investor Stockholder’s controlled Affiliates, financial advisors and other
professional advisors (excluding Competitors) who shall agree in writing to hold confidential the
Confidential Information in accordance with the terms of this Section 5.13, (iii) any other
Investor Stockholder party to this Agreement and bound by this Section 5.13 at the time of such
disclosure, (iv) any Related Person (excluding Competitors) or its advisors to which such Investor
Stockholder sells or offers to sell such Capital Stock or any part thereof or any participation
therein (if such Person has agreed in writing prior to its receipt of such Confidential Information
to be bound by the provisions of this Section 5.13), (v) any Person from which such Investor
Stockholder


 


16









 






offers to purchase any security of the Company (if such Person (excluding Competitors) has agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 5.13), (vi) any federal or state regulatory authority
having jurisdiction over such Investor Stockholder, (vii) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating agency that requires
access to information about such Investor Stockholder’s investment portfolio, or (viii) any other
Person to which such delivery or disclosure may be necessary or appropriate (A) to effect
compliance with any law, rule, regulation or order applicable to such Investor Stockholder, (B) in
response to any subpoena or other legal process, provided, however, in the case of any subpoena or
other legal process to which such Investor Stockholder is not a party, such Investor Stockholder
will not disclose any Confidential Information to the extent that (1) prior to the date on which
such Investor Stockholder is required to disclose such Confidential Information the Company has
obtained and delivered an order of protection with respect to such Confidential Information and (2)
compliance with such order of protection would not cause such Investor Stockholder to be in
violation of such subpoena or other legal process, (C) in connection with any litigation to which
such Investor Stockholder is a party or (D) to the extent such Investor Stockholder may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under this Agreement. In connection with clause (i) above,
each Investor Stockholder agrees to be responsible for any breach of this Section 5.13 by such
Investor Stockholder’s directors, officers, employees, agents, attorneys and affiliates. For
purposes hereof, “Competitor” means any Person that owns, or otherwise engages or participates in,
directly or indirectly, any radio networks business or, in the event the Company or any of its
subsidiaries engages in any other business at any time, any business or other activity that
competes with any such other business, as reasonably determined by the Board of Directors of the
Company, provided that in no event shall any Original Investor Stockholder, or any bank, trust
company, insurance company, pension fund, venture capital fund, or government fund, be deemed to be
a Competitor for purposes of this Agreement.



SECTION 5.14. Fees and Expenses.
Whether or not this Agreement becomes effective, the
Company will promptly (and in any event within 30 days of receiving any statement or invoice
therefor) pay all reasonable fees, expenses and costs of the Original Investor Stockholders in
connection with the preparation, negotiation and execution of this Agreement, including, without
limitation, the reasonable fees and disbursements of the Original Investor Stockholders’ special
counsel, Bingham McCutchen LLP, and financial advisor, Conway, Del Genio, Gries & Co., LLC.



[Signature Pages Follow]



 


17









 





IN WITNESS WHEREOF, the Company and each Stockholder have executed this Agreement as of the
day and year first above written.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	 /s/ Roderick M. Sherwood, III	 
	 	 	Name:  	Roderick M. Sherwood, III 	 
	 	 	Title:  	President 	 
	 
	 	Notices:



Westwood One, Inc.

1166 Avenue of the Americas, 10th Floor

New York, New York 10036

Attn: General Counsel

Phone: (212) 641-2081

Fax: (212) 641-2198

Email: mgarza@dialglobal.com



With copies (which shall not constitute notice) to:



Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Suite 3400

Los Angeles, California 90071

Attn: Brian J. McCarthy

Phone: (213) 687-5000

Fax: (213) 687-5600

Email: brian.mccarthy@skadden.com



and



Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

Attn: Christopher J. Greeno, P.C.

           Tana M. Ryan

Phone: (312) 862-2000

Fax: (312) 862-2200

Email: christopher.greeno@kirkland.com

           tana.ryan@kirkland.com

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Investor Rights Agreement — Signature Page




 


S-1









 







	 	 	 	 	 
	 	GORES RADIO HOLDINGS, LLC

 	 
	 	By:  	The Gores Group, LLC,
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	
 /s/ Steven G. Eisner	 
	 	 	Name:  	Steven G. Eisner 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Notices:



Gores Radio Holdings, LLC

10877 Wilshire Boulevard

18th Floor

Los Angeles, California 90024

Attn: General Counsel

Phone: (310) 209-3010

Fax: (310) 209-3310

Email: ehattler@gores.com



With a copy (which shall not constitute notice) to:



Gores Radio Holdings, LLC

10877 Wilshire Boulevard

18th Floor

Los Angeles, California 90024

Attn: Ian Weingarten

Phone: (310) 209-3010

Fax: (310) 209 -310

Email: iweingarten@gores.com



With a copy (which shall not constitute notice) to:



Proskauer Rose llp

2049 Century Park East

32nd Floor

Los Angeles, California 90067

Attn: Michael A. Woronoff, Esq.

Phone: (310) 557-2900

Fax: (310) 557-2193

Email: mworonoff@proskauer.com

 	 



Investor Rights Agreement — Signature Page



 


S-2









 





	 	 	 	 	 
	 	ING LIFE INSURANCE AND ANNUITY

COMPANY

RELIASTAR LIFE INSURANCE COMPANY

SECURITY LIFE OF DENVER INSURANCE

COMPANY (successor by merger to Southland

Life Insurance Company)

 	 
	 	By:  	ING Investment Management LLC,
 	 
	 	 	as Agent 	 
	 	 	 	 




	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Notices:



c/o ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4347

Attn: Private Placements

Fax: (770) 690-5057



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 



Investor Rights Agreement — Signature Page



 


S-3









 





	 	 	 	 	 
	 	NEW YORK LIFE INSURANCE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 	 
	 	By:  	New York Life Investment Management LLC, its
 	 
	 	 	Investment Manager 	 
	 	 	 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	NEW YORK LIFE INSURANCE AND
ANNUITY 
CORPORATION
INSTITUTIONALLY OWNED  

LIFE INSURANCE SEPARATE ACCOUNT
(BOLI 3)

By: New York Life Investment Management 

LLC,        its
Investment Manager
 	 



	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Notices:



c/o New York Life Investment Management LLC

51 Madison Avenue

New York, New York 10010



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 



Investor Rights Agreement — Signature Page



 


S-4









 





	 	 	 	 	 
	 	ALLSTATE LIFE INSURANCE COMPANY

 	 
	 	By:  	 /s/ John W. Kunkle	 
	 	 	Name:  	John W. Kunkle 	 
	 	 	 	 
	 	By:  	
 /s/ Mark W. (Sam) Davis	 
	 	 	Name:  	Mark W. (Sam) Davis 	 
	 	 	Authorized Signatories 	 
	 
	 	Notices:



Allstate Investments LLC

Private Placements Department

3075 Sanders Road, STE G3A

Northbrook, Illinois 60062-7127

Fax: (847) 402-3092



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 



Investor Rights Agreement — Signature Page



 


S-5









 





	 	 	 	 	 
	 	MONUMENTAL LIFE INSURANCE COMPANY

 	 
	 	By:  	 /s/ Bill Henricksen	 
	 	 	Name:  	Bill Henricksen 	 
	 	 	Title:  	Vice President 	 
	 
	 	Notices:



c/o AEGON USA Investment Management, LLC

Attn: Director of Private Placements

4333 Edgewood Road N.E.

Cedar Rapids, IA 52499-5335

Fax: 319-355-2666



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-6









 





	 	 	 	 	 
	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

 	 
	 	By:  	Babson Capital Management LLC
 	 
	 	 	as Investment Adviser 	 
	 	 	 	 



	 	 	 	 	 
	 	By:  	
 /s/ Elisabeth A. Perenick	 
	 	 	Name:  	Elisabeth A. Perenick 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	C.M. LIFE INSURANCE COMPANY

 	 
	 	By:  	Babson Capital Management LLC
 	 
	 	 	as Investment Adviser 	 



	 	 	 	 	 
	 	By:  	
 /s/ Elisabeth A. Perenick	 
	 	 	Name:  	Elisabeth A. Perenick 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	MASSMUTUAL ASIA LIMITED

 	 
	 	By:  	Babson Capital Management LLC
 	 
	 	 	as Investment Adviser 	 
	 	 	 	 



	 	 	 	 	 
	 	By:  	
 /s/ Elisabeth A. Perenick	 
	 	 	Name:  	Elisabeth A. Perenick 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	Notices:



c/o Babson Capital Management LLC

1500 Main Street — Suite 2200

P.O. Box 15189

Springfield, MA 01115-5189

Attn: Securities Investment Division



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-7









 





	 	 	 	 	 
	 	NATIONWIDE LIFE INSURANCE COMPANY

NATIONWIDE MUTUAL INSURANCE
COMPANY

NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY

SCOTTSDALE INSURANCE COMPANY

NATIONWIDE LIFE INSURANCE COMPANY



(successor in interest to Nationwide Life
Insurance

Company of America)

 	 
	 	By:  	 /s/ Thomas A. Shanklin	 
	 	 	Name:  	Thomas A. Shanklin 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Notices:



One Nationwide Plaza (1-33-07)

Columbus, Ohio 43215-2220 Attention: Corporate

Fixed-Income Securities

Facsimile:(614) 249-4553



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-8









 





	 	 	 	 	 
	 	HARTFORD FIRE INSURANCE COMPANY
 	 
	 	By:  	Hartford Investment Management Company,
 	 
	 	 	Its Agent and Attorney-in-Fact 	 
	 	 	 	 



	 	 	 	 	 
	 	By:  	
 /s/ William N. Holm, Jr.	 
	 	 	Name:  	William N. Holm, Jr. 	 
	 	 	Title:  	Executive Vice President 	 



	 	 	 	 	 
	 	Notices:



c/o Hartford Investment Management Company

c/o Portfolio Support

P. O. Box 1744

Hartford, Connecticut 06144-1744

Fax: (860) 297-8875/8876



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-9









 





	 	 	 	 	 
	 	PRUDENTIAL RETIREMENT INSURANCE

AND ANNUITY COMPANY
 	 
	 	By:  	Prudential Investment Management, Inc.,
 	 
	 	 	as investment manager 	 
	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Notices:

c/o Prudential Capital Group

Three Gateway Center, 18th Floor

100 Mulberry Street

Newark, NJ 07102

Attention: Managing Director

Fax: 212-626-2079



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-10









 





	 	 	 	 	 
	 	AMERITAS LIFE INSURANCE CORP.
 	 
	 	By:  	Summit Investment Partners, as Agent
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ Andrew S. White	 
	 	 	Name:  	Andrew S. White 	 
	 	 	Title:  	Managing Director — Private Placements 	 



	 	 	 	 	 
	 	ACACIA LIFE INSURANCE COMPANY

 	 
	 	By:  	Summit Investment Partners, as Agent
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 /s/ Andrew S. White	 
	 	 	Name:  	Andrew S. White 	 
	 	 	Title:  	Managing Director — Private Placements 	 



	 	 	 	 	 
	 	Notices:



c/o Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505

Fax: (402) 467-6970



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 



Investor Rights Agreement — Signature Page



 


S-11









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 Notices:



JPMorgan Chase Bank, N.A.

277 Park Avenue

8th Floor

New York, NY 10172

Attention: Neil Boylan



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-12









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 /s/ Fred A. Zagar	 
	 	 	Name:  	Fred A. Zagar 	 
	 	 	Title:  	SVP 	 
	 
	 	Notices:



Fred Zagar

Bank of America

335 Madison Avenue, NY1-503-05-06

New York, NY 10017

Fax: 704-602-3697



and



Pamela Tsao

Bank of America

335 Madison Avenue, NY1-503-05-06

New York, NY 10017

Fax: 704.602.3694



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-13









 





	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	 /s/ Samuel Ballesteros	 
	 	 	Name:  	Samuel Ballesteros 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 Notices:



Samuel Ballesteros, First Vice President

SunTrust Bank

919 E. Main St., 22nd Floor

Richmond, VA 23219

Fax: 804-782-7548



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-14









 





	 	 	 	 	 
	 	E.SUN COMMERCIAL BANK, LTD.,

LOS ANGELES BRANCH

 	 
	 	By:  	 /s/ Benjamin Lin	 
	 	 	Name:  	Benjamin Lin 	 
	 	 	Title:  	EVP & General Manager 	 
	 
	 	 Notices:



Edward Chen

E.Sun Commercial Bank, Ltd., Los Angeles Branch

17700, Castleton Street, Suite 500

City of Industry, CA 91748

Fax: 626-839-5531



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-15









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

 	 
	 	By:  	 /s/ Gordon Berger	 
	 	 	Name:  	Gordon Berger 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 Notices:



The Bank of New York Mellon

One Wall Street — 16th Floor

New York, NY 10286

Attn: Gordon Berger, CFA, Managing Director

Fax 212-635-7290



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-16









 





	 	 	 	 	 
	 	UNION BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 Notices:



UNION BANK — Special Assets

445 South Figueroa St. Ste 403

Los Angeles, CA 90071

Attn: Kevin Powells



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 


Investor Rights Agreement — Signature Page



 


S-17









 





	 	 	 	 	 
	 	BANK OF TOKYO-MITSUBISHI UFJ TRUST

COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  
	 
	 	 Notices:




The Bank of Tokyo-Mitsubishi UFJ, Ltd.



Special Assets Department

1251 Avenue of the Americas

New York, NY 10020

Attn:  Karen A. Brinkman, Vice President

Fax: 212-782-4971

With a copy (which shall not constitute notice) to:





Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn:  Chip Fisher 	 


Investor Rights Agreement — Signature Page



 


S-18









 





	 	 	 	 	 
	 	FIRST COMMERCIAL BANK, NEW YORK AGENCY

 	 
	 	By:  	 /s/ May Hsiao	 
	 	 	Name:  	May Hsiao 	 
	 	 	Title:  	Assistant General Manager 	 
	 
	 	Notices:



First Commercial Bank, New York Agency

750 3rd Ave, 34th FL

New York, NY 11375

Attn: Wayne Lu

Fax: 212-599-6133



With a copy (which shall not constitute notice) to:



Bingham McCutchen LLP

One State Street

Hartford, CT 06103

Attn: Chip Fisher

 	 



Investor Rights Agreement — Signature Page



 


S-19









 







ANNEX A




ORIGINAL INVESTOR STOCKHOLDERS




ING Life Insurance and Annuity Company

Reliastar Life Insurance Company

Security Life of Denver Insurance Company (successor by merger to Southland Life Insurance Company)

New York Life Insurance Company

New York Life Insurance and Annuity Corporation

New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate

Account (Boli 3)







Allstate Life Insurance Company

Monumental Life Insurance Company

Massachusetts Mutual Life Insurance Company

C.M. Life Insurance Company

MassMutual Asia Limited

Nationwide Life Insurance Company

Nationwide Mutual Insurance Company

Nationwide Life and Annuity Insurance Company

Scottsdale Insurance Company

Nationwide Life Insurance Company (successor in interest to Nationwide Life Insurance Company of America)






Hartford Fire Insurance Company

Prudential Retirement Insurance and Annuity Company

Ameritas Life Insurance Corp.

Acacia Life Insurance Company

JPMorgan Chase Bank, N.A.,

Bank of America, N.A.

SunTrust Bank

E.Sun Commercial Bank, Ltd., Los Angeles Branch

The Bank of New York Mellon

Union Bank, N.A.

Bank Of Tokyo-Mitsubishi UFJ Trust Company

First Commercial Bank, New York Agency





 


S-20









 








EXHIBIT A




JOINDER AGREEMENT




WHEREAS, simultaneously with the execution of this Agreement, the undersigned is acquiring
Class A Common Stock (the “Class A Common Stock”), par value $0.01 per share of Westwood
One, Inc. (the “Company”); and



WHEREAS, as a condition to the acquisition of the Class A Common Stock, the undersigned has
agreed to join in a certain Amended and Restated Investor Rights Agreement (the “Investor
Rights Agreement”) dated as of October 21, 2011 among Westwood One, Inc., Gores Radio Holdings,
LLC and the Stockholders (as such term is defined in the Investor Rights Agreement) party thereto;
and



WHEREAS, the undersigned understands that execution of this Agreement is a condition precedent
to the acquisition of the Class A Common Stock;



NOW, THEREFORE, as an inducement to both the transferor of the Class A Common Stock and the
other Stockholders (as such term is defined in the Investor Rights Agreement), to Transfer (as such
term is defined in the Investor Rights Agreement) and to allow the Transfer of the Class A Common
Stock to the undersigned, the undersigned agrees as follows:



1. The undersigned hereby represents and warrants that it purchased or received all of the
shares of Class A Common Stock held by an Original Stockholder as of the date of the Investor
Rights Agreement in a private sale or transfer.



2. The undersigned hereby joins in the Investor Rights Agreement and agrees to be bound by the
terms and provisions of the Investor Rights Agreement as an Investor Stockholder.



IN WITNESS WHEREOF, the undersigned has executed this Agreement this
 _____ 
day of
                    , 20_.



	 	 	 	 	 
	 	 

Name:

Title:



Notices:



With a copy (which shall not constitute notice) to:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



 


 









 








EXHIBIT B



Consent of Spouse





I,                     , spouse of                     , have read and hereby approve the
Amended and Restated Investor Rights Agreement, dated as of October 21, 2011, among Westwood One,
Inc., a Delaware corporation (the “Company”), Gores Radio Holdings, LLC and the other
parties signatory thereto (the “Investor Rights Agreement”). I agree to be bound by the
provisions of the Investor Rights Agreement insofar as I may have any rights in said Investor
Rights Agreement or any shares of Capital Stock covered thereby under the community property laws
or similar laws relating to marital property in effect in the state of our residence as of the date
of the signing of the Investor Rights Agreement.



Dated:                     
, 20__