sc13d-a.htm

0001341004-11-001551.txt : 20110808 0001341004-11-001551.hdr.sgml : 20110808 20110808163629 ACCESSION NUMBER: 0001341004-11-001551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110808 DATE AS OF CHANGE: 20110808 GROUP MEMBERS: GORES RADIO HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTWOOD ONE INC /DE/ CENTRAL INDEX KEY: 0000771950 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 953980449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35899 FILM NUMBER: 111017580 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126412063 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD ONE DELAWARE INC /CA/ DATE OF NAME CHANGE: 19860408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GORES GROUP, LLC CENTRAL INDEX KEY: 0001428776 IRS NUMBER: 331066785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-209-3010 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 SC 13D/A 1 sc13d-a.htm SCHEDULE 13D/A sc13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Westwood One, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

961815305

(CUSIP Number)

Eric R. Hattler

The Gores Group, LLC

10877 Wilshire Boulevard, 18th Floor

Los Angeles, CA 90024

310.209.3980

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 2 of 7 pages)

CUSIP No. 961815305

13D

Page 3 of 7 Pages


1.	NAMES OF REPORTING PERSONS Gores Radio Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (A) ¨ (B) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 17,212,978
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 17,212,978


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,212,978
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.5%
14.	TYPE OF REPORTING PERSON (see instructions) OO


CUSIP No. 961815305		13D		Page 4 of 7 Pages


1.	NAMES OF REPORTING PERSONS The Gores Group, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (A) ¨ (B) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 17,212,978
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 17,212,978


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,212,978
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.5%
14.	TYPE OF REPORTING PERSON (see instructions) OO


CUSIP No. 961815305		13D		Page 5 of 7 Pages

Item 1. Security and Issuer

This Amendment No. 9 (this “Amendment No. 9”) to the Statement on Schedule 13D amends and supplements the statement on Schedule 13D filed on March 12, 2008 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on March 20, 2008 (“Amendment No. 1”), Amendment No. 2 thereto filed on June 20, 2008 (“Amendment No. 2”), Amendment No. 3 thereto filed on December 8, 2008 (“Amendment No. 3”), Amendment No. 4 thereto filed on March 5, 2009 (“Amendment No. 4”), Amendment No. 5 thereto filed on April 27, 2009 (“Amendment No. 5”), Amendment No. 6 thereto filed on August 3, 2009 (“Amendment No. 6”), Amendment No. 7 thereto filed on August 18, 2010 (“Amendment No. 7”) and Amendment No. 8 thereto filed on March 2, 2011 (the Original 13D and Amendments Nos. 1 through 9, collectively, the “Schedule 13D”), by Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores Radio”) and The Gores Group, LLC, a Delaware limited liability company (“The Gores Group” and, together with Gores Radio, the “Gores Entities” or “Reporting Persons” and together with certain of the affiliates of the Reporting Persons, “Gores”) and relates to the common stock, par value $0.01 per share (the “Common Stock”), of Westwood One, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 1166 Avenue of the Americas, 10th Floor, New York, New York 10036.

Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported on the Original 13D or Amendments Nos. 1 through 8. Capitalized terms used but not otherwise defined in this Amendment No. 9 shall have the meanings ascribed to them in the Original 13D or Amendments Nos. 1 through 8, as applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The response to Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 6:

Voting Agreement

As a condition to entering into the Agreement and Plan of Merger, dated as of July 30, 2011, (the “Merger Agreement”), between Westwood One, Inc., Radio Networks Holdings, LLC and Verge Media Companies, Inc. (“Verge”), Verge has required that Gores Radio enter into a Voting Agreement, dated as of July 30, 2011, a copy of which is attached hereto as Exhibit 11 and incorporated herein by reference (the “Voting Agreement”), between Verge and Gores Radio. Pursuant to the Voting Agreement, Gores Radio has agreed, among other things, to consent to the adoption of the Merger Agreement and the transactions contemplated thereby and to vote against any merger agreement or merger other than the Merger Agreement.

Indemnity and Contribution Agreement

Gores Radio has also entered into an Indemnity and Contribution Agreement, dated as of July 30, 2011, a copy of which is attached hereto as Exhibit 12 and incorporated herein by reference (the “Contribution Agreement”), between Westwood One, Inc., Gores Radio, Verge, and Triton Media Group, LLC, pursuant to which Gores Radio has agreed, among other things, to provide certain indemnification rights to the shareholders of Verge in the event that Westwood One, Inc. makes any payment arising out of or directly related to the Metro business of Westwood One, Inc. The effectiveness of the Contribution Agreement is conditioned upon the consummation of the transactions contemplated by the Merger Agreement.


CUSIP No. 961815305		13D		Page 6 of 7 Pages

Item 7. Material to be Filed as Exhibits

The response to Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of such Item 7:

Exhibit		Description of Exhibit

Exhibit 11		Voting Agreement, between Verge Media Companies, Inc. and Gores Radio Holdings, LLC, dated as of July 30, 2011.

Exhibit 12		Indemnity and Contribution Agreement, between Westwood One, Inc., Gores Radio, Verge, and Triton Media Group, LLC, dated as of July 30, 2011.


CUSIP No. 961815305		13D		Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 8, 2011

GORES RADIO HOLDINGS, LLC

By:	THE GORES GROUP, LLC,
	Its Manager

	By:	/s/ Steven Eisner
		Steven Eisner

		Senior Vice President


THE GORES GROUP, LLC

	By:	/s/ Steven Eisner
		Steven Eisner

		Senior Vice President

EX-11 2 ex11.htm EXHIBIT 11 - VOTING AGREEMENT ex11.htm

Exhibit 11

VOTING AGREEMENT

VOTING AGREEMENT dated as of July 30, 2011, between Verge Media Companies, Inc., a Delaware corporation ("VERGE MEDIA"), and Gores Radio Holdings, LLC, a Delaware limited liability company (the "WESTWOOD SHAREHOLDER"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

A. Westwood One, Inc. is a company organized under the laws of the State of Delaware (the "COMPANY"). The Westwood Shareholder owns 17,212,977 shares of common stock, par value $0.01 per share, of the Company (including any common stock into which such common stock may be converted or exchanged after the date hereof, the "COMMON STOCK"). Such shares of Common Stock, together with any other shares of capital stock of the Company acquired by the Westwood Shareholder after the date hereof and during the term of this Agreement, are collectively referred to herein as the "SUBJECT SHARES".

B. Concurrently with the execution and delivery of this Agreement, Radio Network Holdings, LLC, a limited liability company organized under the laws of the State of Delaware ("MERGER SUB"), and the Company are entering into an Agreement and Plan of Merger (as in effect on the date hereof, the "MERGER AGREEMENT") providing for the merger of Verge Media with and into Merger Sub (the "MERGER") upon the terms and subject to the conditions set forth therein.

C. As a condition to entering into the Merger Agreement, Verge Media has required that the Westwood Shareholder enter into this Agreement, and the Westwood Shareholder desires to enter into this Agreement to induce Verge Media to enter into the Merger Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE WESTWOOD SHAREHOLDER. The Westwood Shareholder represents and warrants to Verge Media as follows:

(a) AUTHORITY. The Westwood Shareholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Westwood Shareholder and constitutes a valid and binding obligation of the Westwood Shareholder enforceable in accordance with its terms.

(b) NO CONFLICTS. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby and compliance with the terms hereof will violate, conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, the Westwood Shareholder's certificate of

formation and limited liability company agreement, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Westwood Shareholder or to the Westwood Shareholder's property or assets, including but not limited to the Investor Rights Agreement, dated as of April 23, 2009 (as amended and otherwise modified from time to time), by and between the Westwood Shareholder, the Company and the other parties thereto, a complete and accurate copy of which has been Delivered to Verge Media (the "IRA").

(c) THE SUBJECT SHARES. The Westwood Shareholder is the record and beneficial owner of and has good and marketable title to, the Subject Shares, free and clear of any mortgage, lien, pledge, charge, encumbrance, security interest or other adverse claim. The Westwood Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares. Other than as set forth in the IRA, the Westwood Shareholder has the sole right to vote, or to dispose, of the Subject Shares, and none of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement. Other than as set forth in the IRA, there are no agreements or arrangements of any kind, contingent or otherwise, obligating the Westwood Shareholder to sell, transfer, assign, grant a participation interest in, option pledge, hypothecate or otherwise dispose or encumber (each, a "TRANSFER"), or cause to be Transferred, any of the Subject Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For the avoidance of doubt, compliance by the Westwood Shareholder with the IRA will in no way limit or otherwise restrict the Westwood Shareholder's ability to perform or otherwise comply with any of its obligations hereunder.

(d) RELIANCE BY VERGE MEDIA. The Westwood Shareholder understands and acknowledges that Verge Media is entering into the Merger Agreement in reliance upon the Westwood Shareholder's execution, delivery and performance of this Agreement.

(e) LITIGATION. There is no action, proceeding or investigation pending or threatened against the Westwood Shareholder that questions the validity of this Agreement or any action taken or to be taken by the Westwood Shareholder in connection with this Agreement.

2. REPRESENTATIONS AND WARRANTIES OF VERGE MEDIA. Verge Media hereby represents and warrants to the Westwood Shareholder that Verge Media has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Verge Media, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Verge Media. This Agreement has been duly executed and delivered by Verge Media and constitutes a valid and binding obligation of Verge Media enforceable in accordance with its terms. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby and compliance with the terms hereof will violate, conflict with or result in a breach, or constitute a default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation of Verge Media, any loan or credit agreement, note, bond, mortgage, indenture, lease or other

agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Verge Media or to Verge Media's property or assets.

3. COVENANTS OF THE WESTWOOD SHAREHOLDER. Until termination of such obligation in accordance with Section 5, the Westwood Shareholder agrees as follows:

(a) The Westwood Shareholder agrees that following the execution of the Merger Agreement by the parties thereto and by no later than 11:59 p.m. Los Angeles, CA time on the date of this Agreement, the Westwood Shareholder shall, with respect to all the Subject Shares, consent to the adoption of the Merger Agreement and the transactions contemplated thereby (including without limitation the Reclassification and the Parent Stock Issuance) in accordance with Sections 228 and 251 of the DGCL by delivering to the Company the written consent (with a copy thereof simultaneously delivered to Verge Media) in the form annexed as Exhibit A hereto (the "WRITTEN CONSENT"). The Written Consent shall be coupled with an interest and shall be irrevocable.

(b) At any meeting of shareholders of the Company called to vote upon the Merger, the Merger Agreement, the Reclassification and/or the Parent Stock Issuance or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger, the Merger Agreement, the Reclassification and/or the Parent Stock Issuance is sought, the Westwood Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) in favor of the adoption by the Company of the Merger and the approval of the Merger Agreement and each of the transactions contemplated by the Merger Agreement, including the Reclassification and the Parent Stock Issuance.

(c) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought (including, without limitation, pursuant to an action by written consent), the Westwood Shareholder shall vote (or cause to be voted) its Subject Shares (and each class thereof) against, and shall refrain from voting in favor of or otherwise providing any consent or other approval with respect to, (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination or any other Takeover Proposal (including, without limitation, any Superior Proposal), and (ii) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (including, without limitation, the Reclassification and the Parent Stock Issuance) or change in any manner the voting rights of the Common Stock. Subject to Section 4, the Westwood Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

(d) The Westwood Shareholder agrees not to, directly or indirectly, (i) Transfer, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person, other than (x) in

accordance with the Merger Agreement, or (y) following the termination of the Merger Agreement, a transfer of Subject Shares representing up to 15% of outstanding common stock of Parent in a transfer made as registered sale through a nationally recognized underwriter or that is executed over the principal stock exchange over which Parent's securities are listed; provided that no such transfer shall be made to a single person or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) with the intent or purpose of evading the restrictions contained in this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement or proxies granted to members of Parent's officers or directors in connection with any matter (other than a Takeover Proposal or any other matter covered by Section 3(c)) presented by Parent to its shareholders for a vote. The Westwood Shareholder further agrees not to commit or agree to take any of the foregoing actions.

(e) Subject to the terms of Section 4, the Westwood Shareholder shall, and shall cause each of its members, officers, stockholders, Affiliates, employees, directors, managers, representatives and agents (collectively, its "RESTRICTED PARTIES") to, immediately cease and cause to be terminated any discussions or negotiations with any parties (other than the parties to this Agreement and their Affiliates, representatives and advisors) that may be ongoing with respect to, or that would be reasonably expected to lead to, a Takeover Proposal. In addition, subject to the terms of Section 4, the Westwood Shareholder shall not, and shall cause each of its Restrictive Parties not to, directly or indirectly, (x) take any action to enter into any agreement with respect to any Takeover Proposal, or (y) solicit, negotiate, furnish information to, accept, encourage, consider, participate in negotiations or discussions relating to, or otherwise pursue, any Takeover Proposal, other than the transactions expressly contemplated by the Merger Agreement

(f) The Westwood Shareholder shall use all reasonable efforts to carry out the intent and purposes of this Agreement, the Merger Agreement and the transactions contemplated thereby.

4. SHAREHOLDER CAPACITY. The Westwood Shareholder is entering into this Agreement solely in its capacity as the record holder or beneficial owner of the Subject Shares, and nothing herein shall limit or affect any actions taken by any director or officer of the Company, in their capacity as such.

5. TERMINATION. This Agreement shall terminate (i) upon the first to occur of (A) the Effective Time, (B) twelve (12) months following the termination of the Merger Agreement pursuant to Sections 7.1(f), 7.1(i) or 7.1(j) of the Merger Agreement (the "TAKEOVER PROPOSAL TERMINATION RIGHTS"), (C) immediately following the termination of the Merger Agreement pursuant to any provision of the Merger Agreement other than the Takeover Proposal Termination Rights; and (D) eighteen (18) months after the date hereof, or (ii) at any time upon written notice by Verge Media to the Westwood Shareholder. Notwithstanding the foregoing, Sections 3(a), 3(b), 3(c)(ii), 3(e) and 3(f) hereof shall automatically terminate and be of no further force and effect upon any termination of the Merger Agreement in accordance with the terms of Section 7.1 of the Merger Agreement. No party

hereto shall be relieved by reason of any such termination from any liability for any breach of this Agreement occurring prior to such termination.

6. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any principles or rules of conflicts of laws thereof.

7. JURISDICTION; WAIVER OF JURY TRIAL. Verge Media and the Westwood Shareholder hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the Chancery Court of Delaware and, in the absence of such jurisdiction, the United States District Court for the District of Delaware, and, in the absence of such federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of any Delaware state court sitting in New Castle County and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. Each of the parties hereto also agrees that any final and non-appealable judgment against a party hereto in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE). EACH PARTY HEREBY CERTIFIES THAT NO OTHER PARTY HERETO NOR ANY OF THEIR REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THEY WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTIES RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT.

8. SPECIFIC PERFORMANCE.

(a) The Westwood Shareholder hereby acknowledges and agrees that the covenants, obligations and agreements of the Westwood Shareholder contained in this Agreement, and Verge Media’s rights contemplated hereby, relate to special, unique and extraordinary matters, and recognizes and affirms that, in the event of a breach of this Agreement by the Westwood Shareholder, Verge Media will suffer irreparable injury for which money damages will be inadequate and for which Verge Media will have no adequate remedy at law. Accordingly, the Westwood Shareholder agrees that Verge Media shall be entitled to specific performance, an injunction, restraining order and/or such other equitable relief, in addition to any other rights and remedies existing in its favor at law or in equity, as a court of competent jurisdiction may deem necessary or appropriate to enforce its rights and the Westwood Shareholder’s obligations hereunder (without posting of bond or other security). These injunctive remedies are cumulative and in addition to any other rights and remedies Verge Media may have at law or in equity.

(b) In furtherance of the foregoing, the Westwood Shareholder hereby irrevocably grants to, and appoints, until the termination of the Westwood Shareholder's obligations under Section 3(c)(i), Verge Media as the Westwood Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Westwood Shareholder, to vote all of the Subject Shares, or grant a written consent in respect of the Subject Shares, or execute and deliver a proxy to vote or grant a written consent in respect of the Subject Shares, on the matters and in the manner specified in Section 3(b) and 3(c) of this Agreement (but not on any other matters, other than motions to adjourn and other matters incident to the conduct of any meeting of stockholders that are in furtherance of the actions specified in Section 3(b) and/or 3(c) of this Agreement. The Westwood Shareholder will cause the record holder of any Subject Shares beneficially owned by Westwood Shareholder to execute and deliver to Parent all requisite documents to effectuate the objectives of this Section 8(b).

(c) The Westwood Shareholder hereby affirms that the irrevocable proxy set forth in Section 8(b) is given in connection with, and in consideration of, the execution of the Merger Agreement by Verge Media, and that such irrevocable proxy is given to secure the performance of the duties of the Westwood Shareholder under this Agreement. The Westwood Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to its termination in accordance with the terms of this Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL until the termination of this Agreement in accordance with its terms.

9. AMENDMENT, WAIVERS, ETC. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by Verge Media and the Westwood Shareholder. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought.

10. ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement shall not be assignable or otherwise transferable by a party without the prior consent of the other parties, and any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the parties hereto. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

11. NOTICES. All notices, consents, requests, instructions, approvals and other communications provided for in this Agreement shall be in writing and shall be deemed validly given upon personal delivery or one day after being sent by overnight courier service or by telecopy (so long as for notices or other communications sent by telecopy, the transmitting telecopy machine records electronic conformation of the due transmission of the notice), at the following address or telecopy number, or at such other address or telecopy number as a party may designate to the other parties:

	(A) if to Verge Media to:

	Verge Media Companies, Inc.
	15303 Ventura Boulevard, Suite 1500
	Sherman Oaks, CA 91403
	Attention: Chief Executive Officer
	Fax: (818) 990-0930

	with copies to:

	Oaktree Capital Management, L.P.
	333 S. Grand Ave., 28th Floor
	Los Angeles, CA 90071
	Attention: Andrew Salter
	Fax: (213) 830-6394

	and

	Kirkland & Ellis LLP
	300 North LaSalle
	Chicago, IL 60654
	Attention: Christopher J. Greeno, P.C.
	Tana M. Ryan
	Fax: (312) 862-2200

	and

	(B) if to the Westwood Shareholder to:

	The Gores Group, LLC
	10877 Wilshire Blvd, 18th Floor
	Los Angeles, CA 90024
	Attention: General Counsel
	Fax: (310) 443-2149

	with a copy to:

	Skadden, Arps, Slate, Meagher & Flom LLP
	300 South Grand Avenue, Suite 3400
	Los Angeles, CA 90071-3144
	Attention: Rick C. Madden, Esq.
	Fax: (213) 621-5379.

12. REMEDIES. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,

power or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law.

13. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

14. INTEGRATION. This Agreement constitutes the full and entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersede any and all prior understandings or agreements relating to the subject matter hereof and thereof.

15. SECTION HEADINGS. The article and section headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

16. COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed by the parties hereto individually or in any combination, in counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a ".pdf" format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a ".pdf" format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

17. DISPUTE COSTS. In the event of any dispute, controversy, action, proceeding or claim arising out of or relating to this Agreement, or the breach hereof, which is ultimately resolved by a court of competent jurisdiction, the non-prevailing party will reimburse the substantially prevailing party for its reasonable costs and expenses (including legal fees and expenses) actually incurred in connection with such dispute, controversy, action, proceeding or claim.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and date first above written.


	VERGE MEDIA COMPANIES, INC.



	By:
	Its:



	GORES RADIO HOLDINGS, LLC

	By: THE GORES GROUP, LLC, its Manager



	By:
	Its:

[Signature Page to Voting Agreement]

EXHIBIT A

WRITTEN CONSENT OF STOCKHOLDERS

WESTWOOD ONE, INC.

Pursuant to Section 228 of the

General Corporation Law of the State of Delaware

Pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"), and the Restated Certificate of Incorporation, as amended, and the By-Laws of Westwood One, Inc., a Delaware corporation (the "Company"), the undersigned, being the holder of 17,212,977 shares of common stock, par value $0.01 per share, of the Company (the "Company Common Stock"), constituting approximately [●]% of the voting power of the outstanding shares of the Company Common Stock, voting or consenting together as a single class, do hereby (i) waive notice and the holding of a special meeting, (ii) consent to and adopt the following resolutions, which resolutions shall be deemed to be adopted as of the last date set forth on the signature pages hereto to the same extent and with the same force and effect as if such resolutions were duly adopted by the stockholders of the Company at a duly convened special meeting held for such purpose, and (iii) direct that this Written Consent be filed with the minutes of the proceedings of the stockholders of the Company:

WHEREAS, on [●], 2011, Verge Media Companies, Inc., a Delaware corporation ("Verge Media"), the Company, and Radio Network Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger (as amended, modified and supplemented from time to time, the "Merger Agreement"), a copy of which is attached hereto as Annex A, which provides for the merger (the "Merger") of Verge Media with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of the Company;

WHEREAS, pursuant to the terms of the Merger Agreement, each share of Company Common Stock (other than shares held by stockholders who have properly demanded appraisal rights and shares owned by the Company, Parent or any subsidiary of Parent) will be canceled and converted into the right to receive the Merger Consideration (as defined in the Merger Agreement), on the terms and subject to the conditions of set forth in the Merger Agreement;

WHEREAS, in order to induce Verge Media to enter into the Merger Agreement, the undersigned entered into a Voting Agreement with Parent simultaneously with the execution of the Merger Agreement (the "Voting Agreement"), pursuant to which the undersigned agreed to execute and deliver this Written Consent subject to the termination provisions of the Voting Agreement;

WHEREAS, prior to the entry into of the Merger Agreement, the board of directors of the Company, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Reclassification (as defined in the Merger Agreement) and the Parent Stock

Issuance (as defined in the Merger Agreement), were advisable, fair to and in the best interests of the Company’s stockholders, (ii) approved the Merger Agreement, the Reclassification and the Parent Stock Issuance and the transactions contemplated thereby and (iii) recommended that the Company’s stockholders adopt and approve the Merger Agreement, the Reclassification and the Parent Stock Issuance; and

WHEREAS, the affirmative vote in favor of the adoption of the Reclassification by a majority of the votes entitled to be cast thereon by the stockholders of the Company is required pursuant to Sections 242 of the DGCL to effect the Reclassification and the affirmative vote in favor of the Parent Stock Issuance by a majority of the votes voting thereon is required to approve the Parent Stock Issuance under applicable stock exchange rules.

NOW, THEREFORE, BE IT RESOLVED, that each of the Reclassification, the Parent Stock Issuance and the Merger Agreement and the transactions contemplated thereby, are consented to, adopted and approved in all respects without prior notice and without a vote or meeting; and

FURTHER, RESOLVED, that this Written Consent is coupled with an interest and is irrevocable.

* * * * *

IN WITNESS WHEREOF, the undersigned has executed this Written Consent on the date indicated next to its signature below.

DATED: [●], 2011	GORES RADIO HOLDINGS, LLC By: THE GORES GROUP, LLC, its Manager
	By:
		Name:
		Title:

EX-12 3 ex12.htm EXHIBIT 12 - INDEMNITY AND CONTRIBUTION AGREEMENT ex12.htm

Exhibit 12

INDEMNITY AND CONTRIBUTION AGREEMENT

THIS INDEMNITY AND CONTRIBUTION AGREEMENT (this "Agreement") is made as of this 30th day of July, 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 become effective automatically and without any further action by any party hereto immediately upon consummation of the WWON Merger (as defined below). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the Merger Agreement, dated as of July 30, 2011, by and between WWON, Radio Network Holdings, LLC and Verge (the "Merger Agreement").

WHEREAS, in connection with its sale of Metro Networks, Inc., Smart Route Systems, Inc. and TLAC, Inc. (collectively, the "Metro Business") to Clear Channel Acquisition LLC ("Clear Channel"), Clear Channel and WWON agreed to certain mutual indemnification and other potential payment obligations pursuant to that certain Stock Purchase Agreement, dated as of April 29, 2011, between Clear Channel and WWON (the "Metro Agreement");

WHEREAS, in connection with its sale of Triton Media Group, LLC (the "Digital Business") to Triton Digital Inc., a Delaware corporation ("TDI"), Verge Media, Inc., a Delaware corporation and indirect wholly owned subsidiary of Verge ("VMI"), agreed to certain indemnification obligations in favor of TDI and its direct and indirect subsidiaries, as more fully described in Section 6 of the Unit Purchase Agreement, dated as of July __, 2011, between TDI and VMI (the "Digital Agreement");

WHEREAS, in connection with and in furtherance of the merger of Verge with and into a subsidiary of WWON (the "WWON Merger"), and the substantial benefits that the DG Shareholder will derive from the WWON Merger, the DG Shareholder desires to provide, subject to the terms and conditions contained in this Agreement, certain indemnification rights in favor of WWON with respect to the Digital Business; and

WHEREAS, in connection with and in furtherance of the WWON Merger, and the substantial benefits that Gores shall derive from the WWON Merger, Gores desires to provide, subject to the terms and conditions contained in this Agreement, certain contribution rights in favor of the DG Shareholder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties hereby agree as follows:

1.	DG SHAREHOLDER INDEMNITY

	(a)	Subject to the limitations contained in this Agreement, the DG Shareholder shall indemnify and hold harmless WWON and each subsidiary of WWON (each an "Indemnified Party") against any Losses (as defined below) suffered by such Indemnified Party to the extent arising from or directly related to the Digital Business; provided that, for the avoidance of doubt, the DG Shareholder shall have no obligation hereunder with respect to up to $166,667 of U.S. federal, state, local and foreign tax liabilities imposed on any Indemnified Party with respect to the sale of the Digital Business pursuant to the Digital Agreement, or with respect to the distribution of the consideration received thereunder to DG Shareholder through one or more Indemnified Parties.

	(b)	"Losses" means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges, in each case paid to a third party (which, for the avoidance of doubt, shall (a) include, in the case of Section 2(a) below, any payments made by WWON or any of its subsidiaries to Gores or any of its members or any of its or their respective Affiliates pursuant to that certain Reimbursement Agreement, dated as of July 22, 2011, made by WWON in favor of Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P., or otherwise as a result of Gores or any of its members or any of its or their respective Affiliates making a payment pursuant to the Guaranty, dated as of April 29, 2011, between Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P. in favor of Clear Channel, and (b) exclude the allocable time of personnel of any party hereto or their affiliates, or the internal overhead (e.g., rent, office supplies, etc.) incurred in connection with handling a claim that is subject to indemnification hereunder).

	(c)	All payments owed under this Section 1 by the DG Shareholder shall be payable by the DG Shareholder solely from 53.161% of the net cash proceeds received from time to time by the DG Shareholder in respect of the shares of Class B Common Stock of WWON issued to the DG Shareholder upon consummation of the WWON Merger (and/or received by the DG Shareholder in respect of any security, asset or other property received in respect of such shares) (collectively, the "Class B WWON Stock"), whether received as a result of a sale or other disposition of such Class B WWON Stock or as a dividend or other distribution in respect of such Class B WWON Stock (the "DG Shareholder Limit"), and shall be due within 10 business days after the later of (y) the DG Shareholder's receipt of any such net cash proceeds (to the extent not used to satisfy other amounts owed hereunder) and (z) the DG Shareholder becoming obligated to make such payment hereunder. No interest shall accrue with respect to amounts owed hereunder pending the date on which any payments hereunder shall have become due and payable.

	(d)	Notwithstanding the foregoing, (i) the DG Shareholder's obligations under this Section 1 shall not apply with respect to any claim made against an Indemnified Party after (or any claim made against an Indemnified Party before but not communicated to the DG Shareholder in writing until after (or in the case of claims received within five business days of such date, not communicated within 10 days following)) the earlier to occur of (y) April 30, 2013, and (z) the date on which the record stockholders of WWON immediately prior to the Effective Time (excluding any nominees) cease to own at least 30% of the WWON Stock held by such Persons immediately after the Effective Time (the earlier to occur of (y) and (z), the "DG Shareholder Expiration Date"), and (ii) the DG Shareholder shall not be obligated to make any payment, individually or in the aggregate, in excess of the DG Shareholder Limit.

	(e)	For purposes of this Agreement, "net cash proceeds" shall mean, cash proceeds actually received, less actual out-of-pocket costs to non-affiliates related to the sale or transfer of WWON Stock (e.g., brokerage commissions, underwriter commissions or discounts, legal fees, etc., but specifically excluding any taxes associated with such sale or transfer other than stamp taxes, sales tax, ad valorem tax or other non-income taxes incurred by the seller of such WWON stock).

2.	GORES CONTRIBUTION

	(a)	Subject to the limitations contained in this Agreement, if WWON or any of its subsidiaries makes any payment(s) from time to time pursuant to the Metro Agreement (whether pursuant to an indemnification obligation, a purchase price adjustment mechanism or otherwise) or otherwise suffers any Losses (as defined in Section 1(b) above) to the extent arising from or directly related to to the Metro Business (each a "Covered Payment"), then, for each such Covered Payment, Gores shall pay an amount to the DG Shareholder equal to the Gores Contribution Amount (as defined below) for such Covered Payment.

	(b)	For purposes of this Agreement, "Gores Contribution Amount" shall mean, for each Covered Payment, an amount equal to:

		(i)	For the first $5,000,000 of Covered Payments, the product of (y) the excess, if any, of (A) the amount of such Covered Payment (or portion thereof as applicable), over (B) the aggregate of all amounts received by WWON from Clear Channel under the Metro Agreement following the consummation of the WWON Merger ("Clear Channel Payments") but only to the extent such Clear Channel Payments are not then being applied, and have not been previously applied, against any other Covered Payment pursuant to this clause (B) or clause (c) below, and (z) 45.135%; and

	(ii)	For Covered Payments in excess of $5,000,000, the product of (y) the excess, if any, of (A) the amount of such Covered Payment (or portion thereof as applicable), over (B) all Clear Channel Payments received by WWON in excess of $5,000,000 but only to the extent such Clear Channel Payments in excess of $5,000,000 are not then being applied, and have not been previously applied, against any other Covered Payment under this clause (B) or clause (c) below, and (z) 50.820%.

(c)	If, subsequent to any payment(s) made by Gores pursuant to Section 2(a) above, WWON receives a Clear Channel Payment that is not then being applied, and had not otherwise been previously applied, to any other Covered Payment under clause (i)(B) or (ii)(B) above and that would have reduced the amount Gores would have been required to pay pursuant to the formula(s) set forth in Section 1(b) above had such Clear Channel Payment been received prior to such payment(s), the DG Shareholder shall promptly return to Gores the amount necessary to reduce Gores' total payment(s) to the amount which would have been required to be paid by Gores had such Clear Channel Payment (or portion thereof as applicable) been received prior to such payment(s).

(d)	All payments owed under this Section 2 by Gores shall be payable by Gores solely from the net cash proceeds received by Gores from time to time after the date hereof in respect of shares of common stock of WWON (and/or received by Gores in respect of any security, asset or other property received directly or indirectly in respect of such shares of common stock, including but not limited to the shares of Class A Common Stock to be issued to Gores upon consummation of the Reclassification) (collectively, the "Class A WWON Stock" and, together with the Class B WWON Stock, the "WWON Stock"), whether received as a result of a sale or other disposition of such Class A WWON Stock or as a dividend or other distribution in respect of such Class A WWON Stock, and shall be due within 10 business days after the later of (y) Gores' receipt of any such net cash proceeds (to the extent not used to satisfy other amounts owed hereunder) and (z) Gores becoming obligated to make such payment hereunder. No interest shall accrue with respect to amounts owed hereunder pending the date on which any payments hereunder shall have become due and payable.

(e)	Notwithstanding the foregoing, Gores' obligations under this Section 2 shall not apply with respect to any claim made against WWON or any of its subsidiaries after (or any claim made against WWON or any of its subsidiaries before but not communicated to Gores in writing until after (or in the case of claims received within five business days of such date, not communicated within 10 days following)) the earlier to occur of (y) April 30, 2013, and (z) the date on which the DG Shareholder, its members and their respective Affiliates, collectively, cease to own at least 30% of the common stock of WWON owned by such

		persons upon the closing of the WWON Merger (the earlier to occur of (y) and (z), the "Gores Expiration Date").

3.	COVENANTS OF EACH OF GORES AND THE DG SHAREHOLDER

	(a)	From and after the date hereof until the Gores Expiration Date (or, if any claims against WWON or any of its subsidiaries for which Gores could be required to make a payment pursuant to Section 2 hereof remain pending, or for any reason any payment owed hereunder by Gores remains unpaid, as of the Gores Expiration Date, then until all such claims have been resolved and Gores has paid all amounts owed hereunder), Gores shall (i) not sell or otherwise voluntarily dispose of any Class A WWON Stock other than in a transaction solely for cash consideration, (ii) not use, encumber, distribute or otherwise transfer any net cash proceeds received by Gores from time to time after the date hereof in respect of Class A WWON Stock, whether received as a result of a sale or other disposition of such Class A WWON Stock or as a dividend or other distribution in respect of such Class A WWON Stock ("Gores Restricted Cash Proceeds"), (iii) not incur any Indebtedness or other obligation other than the payment obligations under this Agreement, (iv) deposit all Gores Restricted Cash Proceeds into an account with a United States banking institution or invest such cash in Cash Equivalents and cause such deposit or investment to be held solely in the name of Gores, and (iv) not co-mingle the Gores Restricted Cash Proceeds with any other cash or Cash Equivalents of Gores or of any other Person.

	(b)	From and after the date hereof until the DG Shareholder Expiration Date (or, if any claims against an Indemnified Party for which the DG Shareholder could be required to make a payment pursuant to Section 1 hereof remain pending, or for any reason any payment owed hereunder by the DG Shareholder remains unpaid, as of the DG Shareholder Expiration Date, then until all such claims have been resolved and the DG Shareholder has paid all amounts owed hereunder), the DG Shareholder shall (i) not sell or otherwise voluntarily dispose of any Class B WWON Stock other than in a transaction solely for cash consideration, (ii) not use, encumber, distribute or otherwise transfer any net cash proceeds received by the DG Shareholder from time to time in respect of Class B WWON Stock, whether received as a result of a sale or other disposition of such Class B WWON Stock or as a dividend or other distribution in respect of such Class B WWON Stock (the "DG Shareholder Restricted Cash Proceeds"), provided that the DG Shareholder shall be permitted to use, encumber, distribute or otherwise transfer from time to time 46.839% of such net cash proceeds, and, notwithstanding any implication herein to the contrary, such unrestricted portion of such net cash proceeds shall not be considered DG Shareholder Restricted Cash Proceeds for any purpose hereunder, (iii) deposit all DG Shareholder Restricted Cash Proceeds into an account with a United States banking institution or invest such cash in Cash Equivalents and cause such deposit or investment to be held solely in the

		name of the DG Shareholder, and (iv) not co-mingle the DG Shareholder Restricted Cash Proceeds with any other cash or Cash Equivalents of the DG Shareholder or of any other Person. For the avoidance of doubt, nothing herein shall restrict the DG Shareholder’s ability to use, encumber, distribute or otherwise transfer any other assets of the DG Shareholder, including but not limited to the shares of TDI held from time to time by the DG Shareholder and any net cash proceeds received from time to time in respect thereof.

4.	Miscellaneous

	(a)	Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be waived, but only if such waiver is in writing and is signed by the party against whom the waiver is to be effective. Such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in clause (b) of this Section 4.

	(b)	All notices and other communications hereunder shall be in writing (including by fax) and shall be deemed to have been duly given (i) when delivered in person, (ii) one (1) Business Day after being sent by reputable overnight courier, (iii) when faxed during business hours (with confirmation of transmission having been received) or (iv) three (3) Business Days after being mailed by registered or certified mail (postage prepaid, return receipt requested), in each case to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

		(i)	If to WWON:

			Westwood One, Inc.
			1166 Avenue of the Americas, 10th Floor
			New York, NY 10036
			Attention: General Counsel
			Fax: (212) 641-2198

		with copies to:

		Skadden, Arps, Slate, Meagher & Flom LLP
		300 South Grand Avenue, Suite 3400
		Los Angeles, CA 90071-3144
		Attention: Rick C. Madden, Esq.
		Fax: (213) 621-5379

		and

		Kirkland & Ellis LLP
		300 North LaSalle
		Chicago, IL 60654
		Attention: Christopher J. Greeno, P.C.
		Tana M. Ryan
		Fax: (312) 862-2200

	(ii)	If to Gores:

		The Gores Group, LLC
		10877 Wilshire Blvd, 18th Floor
		Los Angeles, CA 90024
		Attention: General Counsel
		Fax: (310) 443-2149

		with a copy to:

		Skadden, Arps, Slate, Meagher & Flom LLP
		300 South Grand Avenue, Suite 3400
		Los Angeles, CA 90071-3144
		Attention: Rick C. Madden, Esq.
		Fax: (213) 621-5379

	(iii)	If to Verge:

		Verge Media Companies, Inc.
		15303 Ventura Boulevard, Suite 1500
		Sherman Oaks, CA 91403
		Attention: Chief Executive Officer
		Fax: (818) 990-0930

		with copies to:

		Oaktree Capital Management, L.P.
		333 S. Grand Ave., 28th Floor
		Los Angeles, CA 90071
		Attention: Andrew Salter
		Fax: (213) 830-6394

		and

		Kirkland & Ellis LLP
		300 North LaSalle
		Chicago, IL 60654
		Attention: Christopher J. Greeno, P.C.
		Tana M. Ryan
		Fax: (312) 862-2200

	(iv)	If to the DG Shareholder:
		Triton Media Group LLC
		c/o Oaktree Capital Management, L.P.
		333 S. Grand Ave., 28th Floor
		Los Angeles, CA 90071
		Attention: Andrew Salter
		Fax: (213) 830-6394

		with a copy to:

		Kirkland & Ellis LLP
		300 North LaSalle
		Chicago, IL 60654
		Attention: Christopher J. Greeno, P.C.
		Tana M. Ryan
		Fax: (312) 862-2200

	(c)	This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties hereto.

	(d)	This Agreement and all other agreements executed pursuant to the terms of this Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof. The

		parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the Chancery Court of Delaware and, in the absence of such jurisdiction, the United States District Court for the District of Delaware, and, in the absence of such federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of any Delaware state court sitting in New Castle County and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE). EACH PARTY HEREBY CERTIFIES THAT NO OTHER PARTY HERETO NOR ANY OF THEIR REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THEY WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTIES RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT.

	(e)	This Agreement may be executed by the parties hereto individually or in any combination, in counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a ".pdf" format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a ".pdf" format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

	(f)	If any provision or provisions of this Agreement or of any of the documents or instruments delivered pursuant hereto, or any portion of any provision hereof or thereof, shall be deemed invalid or unenforceable pursuant to a final determination of any court of competent jurisdiction or as a result of future legislative action, then such provision or portion thereof shall be construed to give effect to the parties' intent regarding such provision or portion thereof to the maximum extent permitted by applicable Law, and such determination or action shall be construed so as not to affect the validity, enforceability or effect of any other portion hereof or thereof.

	(g)	With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

	(h)	This Agreement, and the documents and instruments referred to herein, embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior agreements and understandings between the parties with respect to the subject matter hereof. There are no restrictions, promises, representations, warranties, covenants or undertakings of the parties hereto in respect of the subject matter hereof, other than those expressly set forth or referred to herein or therein.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and date first above written.

		WESTWOOD ONE, INC.

		By:
				Name:
				Title:

[Signature Page to Indemnity and Contribution Agreement]

		GORES RADIO HOLDINGS, LLC

		By: THE GORES GROUP, LLC, its Manager


		By:
				Name:
				Title:

Solely for the purpose of agreeing to the last sentence of Section 3(a):

		GORES CAPITAL PARTNERS II, L.P.

		By: GORES CAPITAL ADVISORS II, LLC, its General Partner

		By: THE GORES GROUP, LLC, its Manager


		By:
				Name:
				Title:

		GORES CO-INVEST PARTNERSHIP II, L.P

		By: GORES CAPITAL ADVISORS II, LLC, its General Partner

		By: THE GORES GROUP, LLC, its Manager


		By:
				Name:
				Title:

[Signature Page to Indemnity and Contribution Agreement]

		VERGE MEDIA COMPANIES, INC.

		By:
				Name:
				Title:

		TRITON MEDIA GROUP, LLC

		By:
				Name:
				Title:

[Signature Page to Indemnity and Contribution Agreement]