Exhibit
10.1


 


PLAN
OF CONVERSION


 


OF


 


TOWNSQUARE MEDIA, LLC


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


AGREEMENT


 


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


 


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


 


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


 


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


 




    	 



    	 



    

 


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


 


		(a)	Each strip of one Class A Preferred Unit and one Class A Common Unit of the Converting Entity held
by each holder of Units of the Converting Entity shall automatically convert into 0.29730499 shares of Class A Common Stock of
the Converted Entity; except that:



 


		(i)	each strip of one Class A Preferred Unit and one Class A Common Unit of the Converting Entity held
by OCM POF IV AIF GAP Holdings, L.P. shall automatically convert into 0.08489556 shares of Class B Common Stock of the Converted
Entity;



 


		(ii)	each strip of one Class A Preferred Unit and one Class A Common Unit of the Converting Entity held
by OCM PF/FF Radio Holdings PT, L.P. shall automatically convert into 0.14428003 shares of Class B Common Stock of the Converted
Entity;



 


		(iii)	each strip of one Class A Preferred Unit and one Class A Common Unit of the Converting Entity held
by FiveWire Media Ventures LLC or by the members of FiveWire Media Ventures LLC, all of whom are listed on Schedule A hereto
(the “FiveWire Members”), shall automatically convert into 0.29730499 shares of Class B Common Stock of the
Converted Entity; and



 


		(iv)	each strip of one Class A Preferred Unit and one Class A Common Unit of the Converting Entity held
by SOF Investments, L.P., SOF Investments, L.P. - Private V, GE Capital Equity Holdings, Inc., GE Business Financial Services Inc.
and Antares Capital Corporation shall automatically convert into 0.29730499 shares of Class C Common Stock of the Converted Entity.



 


		(b)	Each strip of one Special Warrant exercisable for Class A Preferred Units and one Special Warrant
exercisable for Class A Common Units of the Converting Entity held by each holder of Special Warrants of the Converting Entity
shall automatically convert into 0.29730499 warrants exercisable for Class A Common Stock of the Converted Entity; except that:



 


		(i)	each strip of one Special Warrant exercisable for Class A Preferred Units and one Special Warrant
exercisable for Class A Common Units of the Converting Entity held by OCM POF IV AIF GAP Holdings, L.P. shall



 




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


 


		(ii)	each strip of one Special Warrant exercisable for Class A Preferred Units and one Special Warrant
exercisable for Class A Common Units of the Converting Entity held by OCM PF/FF Radio Holdings PT, L.P. shall automatically convert
into 0.40458064 warrants exercisable for Class A Common Stock of the Converted Entity.



 


		(c)	Each Class B Common Unit of the Converting Entity held by each holder of Class B Common Units of
the Converting Entity shall automatically convert into a number of shares of Class A Common Stock of the Converted Entity equal
to the result obtained by dividing (x) the Allocation Amount for such Class B Common Unit by (y) $11.00; except that:



 


		(i)	each Class B Common Unit of the Converting Entity held by a FiveWire Member shall automatically
convert into a number of shares of Class B Common Stock of the Converted Entity equal to the result obtained by dividing (x) the
Allocation Amount for such Class B Common Unit by (y) $11.00.



 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


[Remainder of Page Intentionally Left Blank]


 




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


 


	 	CONVERTING ENTITY:
	 	 
	 	TOWNSQUARE MEDIA, LLC
	 	 
	 	By:	/s/ Stuart Rosenstein	 
	 	Name: Stuart Rosenstein
	 	Title:  Executive Vice President and Chief Financial Officer


 


[Townsquare Media, LLC - Plan of Conversion]


 




    	 



    	 



    

 


	 	HOLDERS OF THE REQUIRED INTEREST
	 	 
	 	OCM POF IV AIF GAP HOLDINGS, L.P.
	 	 
	 	By: OCM/GAP Holdings IV, Inc.
	 	Its: General Partner
	 	 
	 	By:	/s/ B. James Ford	 
	 	Name:  B. James Ford
	 	Title:  Authorized Signatory
	 	 
	 	By:	/s/ David Quick	 
	 	Name: David Quick
	 	Title: Authorized Signatory
	 	 
	 	OCM PF/FF RADIO HOLDINGS PT, L.P.
	 	 
	 	By:	Oaktree Fund AIF Series, L.P. – Series D and
	 	 	Oaktree Fund AIF Series, L.P. – Series I
	 	Its:	General Partners
	 	 
	 	By:	Oaktree Fund GP AIF, LLC
	 	Its:  	General Partner
	 	 
	 	By:	Oaktree Fund GP III, L.P.
	 	Its:	Managing Member
	 	 
	 	By: 	/s/ B. James Ford	 
	 	Name:  B. James Ford
	 	Title:  Authorized Signatory
	 	 
	 	By:	/s/ David Quick	 
	 	Name: David Quick
	 	Title: Authorized Signatory


 


[Townsquare Media, LLC - Plan of Conversion]


 




    	 



    	 



    

 


Schedule A


 


FiveWire Members


 


Steven Price


Stuart Rosenstein


Alex Berkett


Dhruv Prasad


Scott Schatz


 




    	 



    	 



    

 


Exhibit A


 


Certificate of Incorporation
of the Converted Entity


 


See attached


 




    	 



    	 



    

 


Exhibit B


 


Certificate of Conversion of the Converting
Entity


 


See attached


 




    	 



    	 



    

 


Exhibit C


 


By-laws of the Converted Entity


 


See attached


 




    	 



    	 



    

 


Exhibit D


 


Warrant Agreement


 


See attached


 




    	 



    	 



    

 


Exhibit E


 


Equity Ownership of the Converted Entity


 


See attached