Exhibit 10.5


 


 


SECOND AMENDED AND RESTATED

REGISTRATION AGREEMENT


 


THIS SECOND AMENDED AND RESTATED
REGISTRATION AGREEMENT (this “Agreement”), dated as of [ ], 2014, is made by and among (i) Townsquare Media,
Inc., a Delaware corporation (the “Company”), (ii) OCM POF IV AIF GAP Holdings, L.P., a Delaware limited partnership
(“OCM POF Fund”), (iii) OCM PF/FF Radio Holdings PT, L.P, a Delaware limited partnership (“OCM PF/FF
Fund” and, together with OCM POF Fund and any other investment vehicle or fund managed, directly or indirectly, by Oaktree
Capital Management, L.P. that at any time executes a counterpart to, or otherwise agrees to be bound by, this Agreement, “OCM”),
and (iv) each of the other Persons signatory hereto and each other Person who, at any time, acquires securities of the Company
and, with the written consent of OCM, executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement
(such Persons, together with each other Person identified as an “Other Securityholder” on the Schedule of Securityholders
attached 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


 




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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


 




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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


 




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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


 




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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 _____________ 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 [               ], 2014, AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S


 




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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


 




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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;


 




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(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


 




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(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,


 




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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


 




    	11



    	 



    

 


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


 




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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


 




    	13



    	 



    

 


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.


 




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“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


 




    	15



    	 



    

 


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).


 




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“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.


 




    	17



    	 



    

 


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


 




    	18



    	 



    

 


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.


 




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(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


 




    	20



    	 



    

 


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.


 


*  *  *  *  *


 




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





 


	 	 	TOWNSQUARE MEDIA, INC.
	 	 	 
	 	 	 
	 	 	By:	 
	 	Name:
	 	Its:


 


Signature Page - Second Amended and Restated Registration
Agreement


 




    	 



    	 



    

 


	 	OCM POF IV AIF GAP HOLDINGS, L.P.
	 	 	 
	 	By: OCM/GAP Holdings IV, Inc.
	 	Its: General Partner
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Its:
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Its:
	 	 	 
	 	 	 
	 	OCM PF/FF RADIO HOLDINGS PT, L.P
	 	 	 
	 	By:	 
	 	Its:	 
	 	 	 
	 	By:    	
	 	Name:
	 	Its:
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 


Signature Page - Second Amended and Restated Registration
Agreement


 




    	 



    	 



    

 


	 	[Other Securityholder]
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 


Signature Page - Second Amended and Restated Registration
Agreement


 




    	 



    	 



    

 


SCHEDULE OF SECURITYHOLDERS


 


ON FILE WITH THE COMPANY