Stock Option Agreement1 (December 21st, 2011)
This Agreement is dated as of [ ], 2011, and is entered into by and between Dial Global, Inc. (the Company), and [ ] (the Participant). Reference is made to the Dial Global, Inc. 2011 Stock Option Plan (the Plan). Pursuant to the Plan, the Company grants to the Participant an Option (the Stock Option herein) to purchase shares of the Class A Common Stock, $0.01 par value per share, of the Company (Common Stock) as set forth below. A summary is set forth in the attached Exhibit A which is incorporated by this reference.
Verge Media Companies, Inc. 15303 Ventura Boulevard, Suite 1500 Sherman Oaks, CA 91403 (October 27th, 2011)
Reference is hereby made to that certain Merger Agreement, dated as of July 30, 2011 (as modified by that certain letter agreement dated August 13, 2011 among the parties thereto, the "Merger Agreement), by and among Westwood One, Inc. (Parent), Radio Network Holdings, LLC (Merger Sub), and Verge Media Companies, Inc. (the Company). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement. In connection with the consummation of the transactions contemplated by the Merger Agreement, each of Parent, Merger Sub and the Company agrees as follows:
Amendment No. 1 to Indemnity and Contribution Agreement (October 27th, 2011)
THIS AMENDMENT NO. 1 TO INDEMNITY AND CONTRIBUTION AGREEMENT (this Amendment) is made as of this 21st day of October, 2011, by and among Westwood One, Inc., a Delaware corporation (WWON), Gores Radio Holdings, LLC, a Delaware limited liability company (Gores), Verge Media Companies, Inc., a Delaware corporation (Verge), and Triton Media Group, LLC, a Delaware limited liability company (the DG Shareholder), and shall amend the provisions of the Indemnity and Contribution Agreement, dated as of July 30, 2011, by and among the parties hereto (the Original Agreement and, as amended hereby, the Agreement). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed in the Original Agreement.
Agreement and Plan of Merger Among Westwood One, Inc., Radio Network Holdings, Llc and Verge Media Companies, Inc. Dated as of July 30, 2011 (August 4th, 2011)
This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 30, 2011, is by and among (i) WESTWOOD ONE, INC., a Delaware corporation (Parent), (ii) RADIO NETWORK HOLDINGS, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (Merger Sub), and (iii) VERGE MEDIA COMPANIES, INC., a Delaware corporation (the Company).