Exhibit 10.4


 





 



 


STOCKHOLDERS AGREEMENT


 


AMONG


 


TOWNSQUARE MEDIA, INC.


 


AND


 


CERTAIN STOCKHOLDERS OF TOWNSQUARE MEDIA, INC.


 


DATED AS OF July 29, 2014


 

 


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	1.	EFFECTIVENESS; DEFINITIONS.	1
	 	1.1	Closing	1
	 	1.2	Definitions	1
	 	 	 
	2.	GOVERNANCE	1
	 	2.1	Board of Directors	1
	 	2.2	Termination of Governance Provisions	2
	 	 	 
	3.	REMEDIES.	2
	 	3.1	Generally	2
	 	 	 
	4.	AMENDMENT, TERMINATION, ETC.	2
	 	4.1	Written Modifications	2
	 	4.2	Effect of Termination	2
	 	 	 
	5.	DEFINITIONS.  For purposes of this Agreement:	3
	 	5.1	Certain Matters of Construction	3
	 	5.2	Definitions	3
	 	 	 
	6.	MISCELLANEOUS.	4
	 	6.1	Authority; Effect	4
	 	6.2	Notices	4
	 	6.3	Binding Effect, Etc	5
	 	6.4	Descriptive Headings	5
	 	6.5	Counterparts	5
	 	6.6	Severability	5
	 	 	 
	7.	GOVERNING LAW.	5
	 	7.1	Governing Law	5
	 	7.2	Consent to Jurisdiction	5
	 	7.3	WAIVER OF JURY TRIAL	5
	 	7.4	Exercise of Rights and Remedies	6


 




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STOCKHOLDERS AGREEMENT


 


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


 


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


 


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


 


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


 


RECITALS


 


		1.	On or about the date hereof, the Company is consummating an Initial Public Offering.



 


		2.	The Company and certain other parties previously entered into an Amended and Restated Securityholders Agreement dated August
12, 2010, which will be terminated in connection with an Initial Public Offering.



 


		3.	The parties believe that it is in the best interests of the Company, Oaktree and the FiveWire Holders to set forth their agreements
on certain matters.



 


AGREEMENT


 


Therefore, the parties hereto hereby agree as follows:


 


		1.	EFFECTIVENESS; DEFINITIONS.



 


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


 


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


 


		2.	GOVERNANCE





 


2.1           Board
of Directors.


 


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


 


		·	the class I directors shall be B. James Ford and David Lebow, and their term will expire at the annual meeting of stockholders
to be held in 2015;



 


		·	the class II directors shall be the Chief Executive Officer, Steven Price, Gary Ginsberg and David Quick, and their term will
expire at the annual meeting of stockholders to be held in 2016; and



 


		·	the class III directors shall be Stephen Kaplan and Amy Miles, and their term will expire at the annual meeting of stockholders
to be held in 2017.



 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


		3.	VOTING PROXY.





 


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


 


		4.	REMEDIES.





 


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


 


		5.	AMENDMENT, TERMINATION, ETC.



 


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


 


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


 




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		6.	DEFINITIONS. For purposes of this Agreement:



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


		7.	MISCELLANEOUS.



 


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


 


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


 


If to the Company, to:

Townsquare Media, Inc.

240 Greenwich Avenue

Greenwich, CT 06830

Facsimile: (203) 861-0920

Attention: Steven Price


 


with a copy to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Facsimile: (212) 446-4943

Attention: Joshua Korff


 Christopher Kitchen


 


If to Oaktree, to:

Oaktree Capital Management, L.P.

333 S. Grand Ave., 28th Floor


Los Angeles, CA 90071


Facsimile: (213) 830-6394


Attention: Andrew Salter


 


with a copy to:

Kirkland & Ellis LLP

333 South Hope Street

Los Angeles, CA 90071

Facsimile: (213) 680-8500

Attention: John Weissenbach


 Tana Ryan


 


If to the FiveWire Holders, to:

c/o FiveWire Media Ventures LLC

240 Greenwich Avenue

Greenwich, Connecticut 06830


 




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Facsimile: (203) 861-0920


Attention: Steven Price


 


with a copy to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Facsimile: (212) 446-6460

Attention: Joshua N. Korff


 


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


 


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


 


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


 


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


 


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


 


		8.	GOVERNING LAW.



 


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


 


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


 


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


 




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


 


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


 


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


 




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


 


	THE COMPANY:	TOWNSQUARE MEDIA, INC.
	 	 
	 	By:	/s/ Stuart Rosenstein
	 	 	Name: 	Stuart Rosenstein
	 	 	Title: 	EVP/CFO


 


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		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


 


[Signature Page -
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	Signature:	 
	 	 
		FIVEWIRE MEDIA VENTURES LLC
	 	 
	 	By:	/s/ Steven Price
	 	Name:	Steven Price
	 	Title:	Chairman & CEO




  


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	 	Signature:	 
	 	 	 
	 	/s/ Steven Price	 
	 	 	 
	 	Print Name:	 
	 	 	 
	 	Steven Price	 


 


[Signature Page -
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	 	Signature:	 
	 	 	 
	 	/s/ Stuart Rosenstein	 
	 	 	 
	 	Print Name:	 
	 	 	 
	 	Stuart Rosenstein 	 


 


[Signature Page -
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	 	Signature:	 
	 	 	 
	 	/s/ Alex Berkett	 
	 	 	 
	 	Print Name:	 
	 	 	 
	 	Alex Berkett	 
	 	Executive Vice President	 


 


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	 	Signature:	 
	 	 	 
	 	/s/ Scott Schatz	 
	 	 	 
	 	Print Name:	 
	 	 	 
	 	Scott Schatz	 


 


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	 	Signature:	 
	 	 	 
	 	/s/ Dhruv A.
    Prasad	 
	 	 	 
	 	Print Name:	 
	 	 	 
	 	Dhruv A. Prasad	 


 


[Signature Page -
Stockholders’ Agreement]