SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Beasley Broadcast Group, Inc.

(Name of Issuer)

Class A Common Stock $0.001 Par Value Per Share

(Title of Class of Securities)

074014101

(CUSIP Number)

Richard D. Bohm

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

212-909-6000

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

November 1, 2016

(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 Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Peter A. Bordes, Jr., individually and as a Trustee of the Peter A. Bordes, Jr. 2009 Gift Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,413,850.99
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,413,850.99
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,413,850.99
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.67%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Excludes 4,009,142.01 shares of Class A Common Stock held by other Reporting Persons as to which Peter A. Bordes, Jr. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

2

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Cristina Bordes, as a Trustee of the Cristina Bordes 2009 Gift Trust, the Lee Bordes 2013 GRAT #4, the Lee Bordes 2013 GRAT #5, the Lee Bordes 2014 GRAT #4, the Lee Bordes 2014 GRAT #6, the Lee Bordes 2014 GRAT #7, the Lee Bordes 2015 GRAT #1, the Lee Bordes 2015 GRAT #4, the Lee Bordes 2015 GRAT #5, the Lee Bordes 2015 GRAT #6, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2016 GRAT #2 and the Lee Bordes 2016 GRAT #3 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,967,756.68
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,967,756.68
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,967,756.68
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.25%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Excludes 3,455,236.32 shares of Class A Common Stock held by other Reporting Persons as to which Cristina Bordes disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

3

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Stephen F. Lappert, as a Trustee of the Lee Bordes 2013 GRAT #4, the Lee Bordes 2013 GRAT #5, the Lee Bordes 2014 GRAT #4, the Lee Bordes 2014 GRAT #6, the Lee Bordes 2014 GRAT #7, the Lee Bordes 2015 GRAT #1, the Lee Bordes 2015 GRAT #4, the Lee Bordes 2015 GRAT #5, the Lee Bordes 2015 GRAT #6, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2016 GRAT #2, the Lee Bordes 2016 GRAT #3, the Peter A. Bordes, Jr. 2009 Gift Trust, the Cristina Bordes 2009 Gift Trust, the Stephanie Bordes 2009 Gift Trust and the Stephen Bordes 2009 Gift Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,550,137.58
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,550,137.58
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,550,137.58
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.31%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Excludes 1,872,855.42 shares of Class A Common Stock held by other Reporting Persons as to which Stephen F. Lappert disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

4

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,550,137.58
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,550,137.58
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,550,137.58
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.31%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Excludes 1,872,855.42 shares of Class A Common Stock held by other Reporting Persons as to which Lee Bordes disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

5

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Stephanie L. Bordes, as a Trustee of the Stephanie Bordes 2009 Gift Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 490,036.91
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 490,036.91
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 490,036.91
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.05%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Excludes 4,932,9546.09 shares of Class A Common Stock held by other Reporting Persons as to which Stephanie L. Bordes disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

6

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Stephen M. Bordes, as a Trustee of the Stephen Bordes 2009 Gift Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 546,171.99
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 546,171.99
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,171.99
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.51%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Excludes 4,876,821.01 shares of Class A Common Stock held by other Reporting Persons as to which Stephen M. Bordes disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

7

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Peter A. Bordes Marital Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of New Jersey
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 191,098.16
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 191,098.16
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 191,098.16
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.58%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,231,894.84 shares of Class A Common Stock held by other Reporting Persons as to which the Peter A. Bordes Marital Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

8

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes Revocable Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 814,078.26
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 814,078.26
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 814,078.26
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.72%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 4,608,914.74 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes Revocable Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

9

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Peter A. Bordes, Jr. 2009 Gift Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of New York
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 546,171.99
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 546,171.99
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,171.99
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.51%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 4,876,821.01 shares of Class A Common Stock held by other Reporting Persons as to which the Peter A. Bordes, Jr. 2009 Gift Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

10

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Cristina Bordes 2009 Gift Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of New York
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 546,171.99
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 546,171.99
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,171.99
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.51%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 4,876,821.01 shares of Class A Common Stock held by other Reporting Persons as to which the Cristina Bordes 2009 Gift Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

11

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Stephanie Bordes 2009 Gift Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of New York
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 490,036.91
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 490,036.91
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 490,036.91
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.05%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 4,932,956.09 shares of Class A Common Stock held by other Reporting Persons as to which the Stephanie Bordes 2009 Gift Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

12

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Stephen Bordes 2009 Gift Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of New York
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 546,171.99
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 546,171.99
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,171.99
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.51%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 4,876,821.01 shares of Class A Common Stock held by other Reporting Persons as to which the Stephen Bordes 2009 Gift Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

13

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2013 GRAT #4 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 47,546.80
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 47,546.80
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,546.80
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.39%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,375,446.20 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2013 GRAT #4 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

14

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2013 GRAT #5 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 86,979.48
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 86,979.48
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,979.48
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.72%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,336,013.52 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2013 GRAT #5 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

15

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2014 GRAT #4 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 29,228.05
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 29,228.05
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,228.05
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,393,764.95 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2014 GRAT #4 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

16

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2014 GRAT #6 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 106,754.80
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 106,754.80
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,754.80
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.88%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,316,238.20 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2014 GRAT #6 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

17

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2014 GRAT #7 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 177,030.21
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 177,030.21
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,030.21
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.46%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,245,962.79 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2014 GRAT #7 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

18

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2015 GRAT #1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 57,913.65
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 57,913.65
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,913.65
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.48%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,365,079.35 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2015 GRAT #1 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

19

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2015 GRAT #4 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 61,315.40
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 61,315.40
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,315.40
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.51%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,361,677.60 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2015 GRAT #4 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

20

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2015 GRAT #5 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 188,485.27
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 188,485.27
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 188,485.27
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.56%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,234,507.73 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2015 GRAT #5 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

21

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2015 GRAT #6 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 236,935.09
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 236,935.09
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 236,935.09
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.96%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,186,057.91 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2015 GRAT #6 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

22

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2015 GRAT #7 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 260,851.22
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 260,851.22
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,851.22
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.15%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,162,141.78 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2015 GRAT #7 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

23

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2016 GRAT #2 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 85,734.57
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 85,734.57
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,734.57
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.71%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,337,258.43 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2016 GRAT #2 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

24

CUSIP No. 074014101

1	NAME OF REPORTING PERSON Lee Bordes 2016 GRAT #3 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (Please see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 82,810.14
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 82,810.14
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,810.14
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☒*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.68%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Excludes 5,340,182.86 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2016 GRAT #3 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

25

CONTINUATION PAGES TO SCHEDULE 13D

This Schedule 13D is being filed jointly by the trusts (the “Trust Filers”) and individuals (in their capacity as trustee or co-trustee of one or more Trust Filers or otherwise) listed in Item 2(a) below who may be deemed to beneficially own a certain number of the shares of Class A Common Stock of Beasley Broadcast Group, Inc., a Delaware corporation (the “Issuer”), par value $.001 per share (the “Class A Common Stock”), as described herein.

Item 1. Security and Issuer.

Class A Common Stock, par value $.001 per share

Beasley Broadcast Group, Inc.

The Issuer’s principal executive offices are located at 3033 Riviera Drive, Suite 200; Naples, Florida 34103.

Item 2. Identity and Background

(a) The names of the Reporting Persons who are Trust Filers are:

• Lee Bordes Revocable Trust; Peter A. Bordes Marital Trust;

• Peter A. Bordes, Jr. 2009 Gift Trust; Cristina Bordes 2009 Gift Trust; Stephanie Bordes 2009 Gift Trust; Stephen Bordes 2009 Gift Trust (collectively, the “Gift Trusts”); and

• Lee Bordes 2013 GRAT #4; Lee Bordes 2013 GRAT #5; Lee Bordes 2014 GRAT #4; Lee Bordes 2014 GRAT #6; Lee Bordes 2014 GRAT #7; Lee Bordes 2015 GRAT #1; Lee Bordes 2015 GRAT #4; Lee Bordes 2015 GRAT #5; Lee Bordes 2015 GRAT #6; Lee Bordes 2015 GRAT #7; Lee Bordes 2016 GRAT #2; and Lee Bordes 2016 GRAT #3 (collectively, the “Lee Bordes GRATs” and individually, a “Lee Bordes GRAT”).

The names of the Reporting Persons who are individual filers are:

• Peter A. Bordes, Jr., individually and as a Trustee of the Peter A. Bordes, Jr. 2009 Gift Trust; Cristina Bordes, as a Trustee of the Cristina Bordes 2009 Gift Trust and the Lee Bordes GRATs; Stephanie L. Bordes, as a Trustee of the Stephanie Bordes 2009 Gift Trust; Stephen M. Bordes, as a Trustee of the Stephen Bordes 2009 Gift Trust; and Lee Bordes (collectively, the “Bordes Family”); and

• Stephen F. Lappert, as a Trustee of the Gift Trusts and Lee Bordes GRATs.

(b) The business address of each Reporting Person is:

Peter A. Bordes, Jr.:

c/o oneQube

330 7^th Avenue, New York, NY 10001

Each of:

Cristina Bordes, Stephanie Bordes, Stephen Bordes and Lee Bordes:

c/o Ms. Harriet Grier

301 N. Harrison St. #1000, Princeton, NJ 08540

26

Stephen F. Lappert

c/o Carter Ledyard & Millburn LLP

Two Wall Street, New York, NY 10005.

Trusts Filers:

Peter A. Bordes Marital Trust is a trust established under the laws of the State of New Jersey for the benefit of Lee Bordes and has an address of c/o Carter Ledyard & Millburn LLP, Two Wall Street, New York, NY 10005.

Lee Bordes Revocable Trust is a trust established under the laws of the State of Florida for the benefit of Lee Bordes and has an address of c/o Carter Ledyard & Millburn LLP, Two Wall Street, New York, NY 10005.

Peter A. Bordes, Jr. 2009 Gift Trust is a trust established under the laws of the State of New York for the benefit of Peter A. Bordes, Jr. and his descendants, and has an address of c/o Carter Ledyard & Millburn LLP, Two Wall Street, New York, NY 10005.

Cristina Bordes 2009 Gift Trust is a trust established under the laws of the State of New York for the benefit of Cristina Bordes and has an address of c/o Carter Ledyard & Millburn LLP, Two Wall Street, New York, NY 10005.

Stephanie Bordes 2009 Gift Trust is a trust established under the laws of the State of New York for the benefit of Stephanie Bordes and her descendants, and has an address of c/o Carter Ledyard & Millburn LLP, Two Wall Street, New York, NY 10005.

Stephen Bordes 2009 Gift Trust is a trust established under the laws of the State of New York for the benefit of Stephen Bordes and has an address of c/o Carter Ledyard & Millburn LLP, Two Wall Street, New York, NY 10005.

The Lee Bordes GRATs are trusts established under the laws of the State of Florida for the benefit of Lee Bordes and have an address of c/o Carter Ledyard & Millburn LLP, Two Wall Street, New York, NY 10005.

(c) Peter A. Bordes, Jr. currently serves as the CEO of oneQube (formerly Internet Media Labs Inc.) whose business address is 330 7th Avenue, New York, NY 10001. Peter A. Bordes, Jr. currently serves on the board of directors of the Issuer (the “Board”).

Lee Bordes is a former director of Greater Media, Inc. She is not currently employed.

Cristina Bordes is a former director of Greater Media, Inc. She is not currently employed.

Stephanie L. Bordes is a former director of Greater Media, Inc. She is not currently employed.

Stephen M. Bordes is not currently employed.

Stephen F. Lappert is an attorney at Carter Ledyard & Millburn LLP, Two Wall Street, New York, NY 10005.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

27

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) All individual Reporting Persons are citizens of the United States. Reporting Persons that are trusts are organized in the jurisdiction set forth in Item 2(b) above.

Item 3. Source and Amount of Funds or Other Consideration.

On July 19, 2016, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Greater Media, Inc., a Delaware corporation (“Greater Media”), Beasley Media Group 2, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer (“Merger Sub”), and Peter A. Bordes, Jr., as the stockholders’ representative (the “Stockholders’ Representative”), pursuant to which, on November 1, 2016 (the “Effective Time”), Merger Sub was merged with and into Greater Media, with Greater Media surviving the merger as an indirect wholly owned subsidiary of the Issuer (the “Merger”). Prior to the Effective Time, the Trust Filers were stockholders of Greater Media.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Issuer acquired all of the issued and outstanding common stock of Greater Media in exchange for cash and $25,000,000 in shares of Class A Common Stock at a fixed value of $4.61 per share, of which 4,555,314 shares of Class A Common Stock (each such share of stock, a “Merger Share” and collectively, the “Merger Shares”) were issued to the Trust Filers, and 867,679 additional shares of Class A Common Stock (the “Holdback Shares”) were issued in the Trust Filers’ names and delivered to U.S. Bank National Association (the “Escrow Agent”) to be held in escrow pending a determination of any purchase price adjustment for the Greater Media stock as set forth in the Merger Agreement (the price paid for the Greater Media stock after any such adjustment, the “Purchase Price”).

The number of Merger Shares issued to any Trust Filers and the number of Holdback Shares registered in their names and delivered to the Escrow Agent are each set forth in Schedule 1 hereto.

The foregoing summary of the Merger Agreement and Merger are qualified in their entirety by reference to the Agreement and Plan of Merger filed as Exhibit 1 herewith and incorporated by reference herein.

Item 4. Purpose of Transaction

The information contained in Item 3 above, Item 6 below and Schedule 2 hereto is hereby incorporated by reference.

The Reporting Persons have acquired beneficial ownership of the Merger Shares, and have acquired or expect to acquire beneficial ownership of all or some of the Holdback Shares, pursuant to the Merger Agreement as an investment. Pursuant to the Investor Rights Agreement (as defined and described in Item 6 below), the Trust Filers have the right to designate one director to serve on the Board. The Trust Filers, pursuant to the BFTW Agreement described in Item 6 below, have designated Peter A. Bordes, Jr. as their director designee and Mr. Bordes was appointed to the Board on November 1, 2016. Upon a determination of any adjustment to the final Purchase Price as provided in the Merger Agreement, all or a portion of the Holdback Shares will be released to the Trust Filers or returned to the Issuer, as applicable. The maximum number of Holdback Shares that may be released to each Trust Filer upon such determination is set forth in Schedule 1.

Each of the Reporting Persons intends to re-examine its investments in the Class A Common Stock from time to time and may, from time to time, depending upon market conditions and other factors deemed relevant by such Reporting Person, acquire additional shares of Class A Common Stock or dispose of any or all of its shares of Class A Common Stock. Each of the Reporting Persons reserves the right to, and may in the future choose to, change his, her or its purpose with respect to the investment and take such

28

actions as the Reporting Person deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, pursuant to the exercise of its registration rights (see Item 6 below), in a privately negotiated transaction, by transfer, by exchange or by gift, all or a portion of the shares of Issuer which such Reporting Person now owns or may hereafter acquire from the Issuer. The trustees of each of the Lee Bordes GRATs currently expect to satisfy the annuity payments of such Lee Bordes GRAT, in whole or in part, through a distribution of shares of the Issuer.

Except as noted above, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of Issuer

All share percentage calculations in this Schedule 13D are based on 12,112,142 shares of Class A Common Stock outstanding as of November 1, 2016, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2016.

(a) and (b) The Reporting Persons may be deemed to beneficially own an aggregate of 5,422,993 shares of Class A Common Stock as a result of their beneficial ownership of 4,555,314 shares of Class A Common Stock (the Merger Shares) held directly by the Trust Filers, and 867,679 shares of Class A Common Stock (the Holdback Shares) held in escrow and subject to reduction in connection with a final determination of any adjustment to the Purchase Price pursuant to the Merger Agreement. Such aggregate amount represents approximately 44.77% of the total shares of the Issuer’s Class A Common Stock currently outstanding. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Peter A. Bordes, Jr. may be deemed to beneficially own an aggregate of 1,413,850.99 shares of Class A Common Stock. This aggregate amount represents approximately 11.67% of the shares of Class A Common Stock currently outstanding. He may be deemed to have the current shared power to vote or direct the vote of an aggregate of 867,679 Holdback Shares as a result of certain voting provisions of the Escrow Agreement (as defined and described in Item 6 below), and, as a co-trustee, the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 546,171.99 shares of Class A Common Stock owned of record by the Peter A. Bordes, Jr. 2009 Gift Trust. He disclaims beneficial ownership, except to the extent of any pecuniary interest, of 546,171.99 shares of Class A Common Stock owned of record by the Peter A. Bordes, Jr. 2009 Gift Trust and an aggregate of 867,679 Holdback Shares, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Cristina Bordes may be deemed to beneficially own an aggregate of 1,967,756.68 shares of Class A Common Stock. This aggregate amount represents approximately 16.25% of the shares of Class A Common Stock currently outstanding. As a co-trustee, she may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 1,967,756.68 shares of Class A Common Stock (including 546,171.99 shares of Class A Common Stock owned of record by the Cristina Bordes 2009 Gift Trust and an aggregate of 1,421,584.69 shares of Class A Common Stock owned of record by the Lee Bordes GRATs). She disclaims beneficial ownership, except to the extent of any pecuniary interest, of 546,171.99 shares of Class A Common Stock owned of record by the Cristina Bordes 2009 Gift Trust and an aggregate of 1,421,584.69 shares of Class A Common Stock owned of record by the Lee Bordes GRATs, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Stephen F. Lappert may be deemed to beneficially own an aggregate of 3,550,137.58 shares of Class A Common Stock. This aggregate amount represents approximately 29.31% of the shares of Class A Common Stock currently outstanding. As a co-trustee, he may be deemed to have the

29

current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,550,137.58 shares of Class A Common Stock (including an aggregate of 2,128,552.89 shares of Class A Common Stock owned of record by the Gift Trusts and an aggregate of 1,421,584.69 shares of Class A Common Stock owned of record by the Lee Bordes GRATs). He disclaims beneficial ownership of an aggregate of 2,128,552.89 shares of Class A Common Stock owned of record by the Gift Trusts and an aggregate of 1,421,584.69 shares of Class A Common Stock owned of record by the Lee Bordes GRATs, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Lee Bordes may be deemed to beneficially own an aggregate of 3,550,137.58 shares of Class A Common Stock. This aggregate amount represents approximately 29.31% of the shares of Class A Common Stock currently outstanding. By reason of certain asset substitution rights, she may be deemed to have the right to acquire and therefore may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,550,137.58 shares of Class A Common Stock (including an aggregate of 2,128,552.89 shares of Class A Common Stock owned of record by the Gift Trusts and an aggregate of 1,421,584.69 shares of Class A Common Stock owned of record by the Lee Bordes GRATs). She disclaims beneficial ownership of an aggregate of 2,128,552.89 shares of Class A Common Stock owned of record by the Gift Trusts and an aggregate of 1,421,584.69 shares of Class A Common Stock owned of record by the Lee Bordes GRATs, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Stephanie L. Bordes may be deemed to beneficially own an aggregate of 490,036.91 shares of Class A Common Stock. This aggregate amount represents approximately 4.05% of the shares of Class A Common Stock currently outstanding. As a co-trustee, she may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 490,036.91 shares of Class A Common Stock owned of record by the Stephanie Bordes 2009 Gift Trust. She disclaims beneficial ownership, except to the extent of any pecuniary interest, of 490,036.91 shares of Class A Common Stock owned of record by the Stephanie Bordes 2009 Gift Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

Stephen M. Bordes may be deemed to beneficially own an aggregate of 546,171.99 shares of Class A Common Stock. This aggregate amount represents approximately 4.51% of the shares of Class A Common Stock currently outstanding. As a co-trustee, he may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 546,171.99 shares of Class A Common Stock owned of record by the Stephen Bordes 2009 Gift Trust. He disclaims beneficial ownership, except to the extent of any pecuniary interest, of 546,171.99 shares of Class A Common Stock owned of record by the Stephen Bordes 2009 Gift Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

The Peter A. Bordes Marital Trust may be deemed to beneficially own an aggregate of 191,098.16 shares of Class A Common Stock. Peter A. Bordes, Jr., Cristina Bordes, Stephanie L. Bordes, Stephen M. Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 8 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes Revocable Trust may be deemed to beneficially own an aggregate of 814,078.26 shares of Class A Common Stock. Peter A. Bordes, Jr., Cristina Bordes, Stephanie L. Bordes, Stephen M. Bordes and JPMorgan Chase Bank, N.A. are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 9 of this Schedule 13D is hereby incorporated by reference.

The Peter A. Bordes, Jr. 2009 Gift Trust may be deemed to beneficially own an aggregate of 546,171.99 shares of Class A Common Stock. Peter A. Bordes, Jr. and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 10 of this Schedule 13D is hereby incorporated by reference.

30

The Cristina Bordes 2009 Gift Trust may be deemed to beneficially own an aggregate of 546,171.99 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 11 of this Schedule 13D is hereby incorporated by reference.

The Stephanie Bordes 2009 Gift Trust may be deemed to beneficially own an aggregate of 490,036.91 shares of Class A Common Stock. Stephanie Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 12 of this Schedule 13D is hereby incorporated by reference.

The Stephen Bordes 2009 Gift Trust may be deemed to beneficially own an aggregate of 546,171.99 shares of Class A Common Stock. Stephen Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 13 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2013 GRAT #4 may be deemed to beneficially own an aggregate of 47,546.80 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 14 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2013 GRAT #5 may be deemed to beneficially own an aggregate of 86,979.48 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 15 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2014 GRAT #4 may be deemed to beneficially own an aggregate of 29,228.05 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 16 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2014 GRAT #6 may be deemed to beneficially own an aggregate of 106,754.80 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 17 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2014 GRAT #7 may be deemed to beneficially own an aggregate of 177,030.21 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 18 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2015 GRAT #1 may be deemed to beneficially own an aggregate of 57,913.65 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 19 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2015 GRAT #4 may be deemed to beneficially own an aggregate of 61,315.40 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 20 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2015 GRAT #5 may be deemed to beneficially own an aggregate of 188,485.27 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 21 of this Schedule 13D is hereby incorporated by reference.

31

The Lee Bordes 2015 GRAT #6 may be deemed to beneficially own an aggregate of 236,935.09 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 22 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2015 GRAT #7 may be deemed to beneficially own an aggregate of 260,851.22 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 23 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2016 GRAT #2 may be deemed to beneficially own an aggregate of 85,734.57 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 24 of this Schedule 13D is hereby incorporated by reference.

The Lee Bordes 2016 GRAT #3 may be deemed to beneficially own an aggregate of 82,810.14 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 25 of this Schedule 13D is hereby incorporated by reference.

(c) The Reporting Persons acquired the Merger Shares listed on Schedule 1 on November 1, 2016 pursuant to the Merger Agreement and 867,679 Holdback Shares of Class A Common Stock were placed in escrow on November 1, 2016 pursuant to the terms of the Merger Agreement and are being held in escrow pursuant to the Escrow Agreement described in Item 6 below for the benefit (subject to reduction) of the Trust Filers set forth on Schedule 1, in each case at a fixed value of $4.61 per share.

(d) Except as described in Item 5(b) or Item 5(c) above or as set forth in Schedule 2 hereto, no person other than each respective owner of Issuer’s Class A Common Stock referred to therein is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Issuer Class A Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings, and Relationships with respect to Securities of the Issuer.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above or between such persons and any other person with respect to the Merger Shares or Escrow Shares.

Merger Agreement and Escrow Agreement

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Issuer acquired all of the issued and outstanding common stock of Greater Media in exchange for cash and $25,000,000 in shares of Class A Common Stock at a fixed value of $4.61 per share, of which 4,555,314.00 Merger Shares were issued to the Trust Filers, and 867,679 Holdback Shares were issued in the Trust Filers’ names and delivered to the Escrow Agent pursuant to an Escrow Agreement, by and among the Issuer, the Stockholders Representative, and the Escrow Agent (the “Escrow Agreement”). The amounts of Merger Shares and Holdback Shares issued in the names of each Trust Filer are set forth in Schedule 1.

32

Once any adjustment to the Purchase Price is finally determined, the Issuer and the Stockholders’ Representative will deliver joint written instructions to the Escrow Agent directing it, as applicable, to release all or a portion of the Holdback Shares to the Trust Filers and, as applicable, to cancel all or a portion of the Holdback Shares, in each case in accordance with the terms of the Merger Agreement. At such time, dividends, if any, on the Holdback Shares will be released to the person to whom the associated Holdback Shares are released (or to the Issuer in the case of any cancelled Holdback Shares). Until such time, the Escrow Agent will vote the Escrow Shares as indicated by the Stockholders’ Representative, or if no such indication is received, in accordance with the recommendation of the Board.

The foregoing summaries of the Merger Agreement, Merger and Escrow Agreement are qualified in their entirety by reference to the Merger Agreement filed as Exhibit 1 herewith and the Escrow Agreement filed as Exhibit 2 herewith, each of which are incorporated by reference herein.

Investor Rights Agreement

At the Effective Time of the Merger, the Issuer and certain stockholders affiliated with the Beasley family entered into an Investor Rights Agreement with the Trust Filers (the “Investor Rights Agreement”).

Pursuant to the Investor Rights Agreement, for so long as the Trust Filers collectively hold at least 75% of the Merger Shares, such stockholders have the right to designate one director to the Board and the stockholders affiliated with the Beasley family that are party to the Investor Rights Agreement agree to vote or give written consent in favor of such designee.

Pursuant to the terms of the Investor Rights Agreement, on November 1, 2016 , the Board voted to increase its size from eight to nine members and appointed, effective immediately, Peter A. Bordes, Jr., as the designee of the Trust Filers, to fill the vacancy created by such increase.

In addition, pursuant to the Investor Rights Agreement, the Trust Filers have “tag-along” rights allowing them to sell their shares on a pro rata basis with the certain stockholders affiliated with the Beasley family, subject to certain limitations.

This description of the Investor Rights Agreement does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Investor Rights Agreement filed as Exhibit 3 herewith and incorporated by reference herein.

Registration Rights Agreement

At the Effective Time, the Issuer entered into a Registration Rights Agreement with the Trust Filers and BFTW LLC (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer is required, not later than 20 days following the closing of the Merger, to file a shelf registration statement on Form S-3 with the Securities and Exchange Commission with respect to the resale of the Merger Shares by the Trust Filers. The Issuer is required to use its reasonable best efforts to have such registration statement declared effective as soon as reasonably practicable and kept effective until the earlier of six years thereafter or when each Trust Filer no longer holds any Merger Shares. In addition, the Trust Filers have the right, subject to certain limitations, to four underwritten shelf takedowns (each a “Shelf Takedown”).

If the shelf registration statement on Form S-3 is not declared effective or becomes unavailable, the Trust Filers have the right, on two occasions, to demand that the Issuer file a registration statement on Form S-1 with the SEC with respect to the resale of the Merger Shares by such Trust Filers (each a “Demand Registration”), subject to certain limitations. In addition, the Trust Filers are entitled to an unlimited number of piggyback registration rights with respect to the registration of any equity securities of the Issuer, subject to certain limitations.

33

These registration rights are subject to customary conditions and limitations regarding cutbacks and indemnification, among others. Subject to certain exceptions, the Issuer is generally required to bear all expenses of such registration, other than underwriting discounts and commissions and certain travel expenses.

This description of the Registration Rights Agreement does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement filed as Exhibit 4 herewith and incorporated by reference herein.

Amended and Restated Limited Liability Company Agreement of BFTW LLC

At the Effective Time, the former stockholders of Greater Media (including the Trust Filers) entered into the Amended and Restated Limited Liability Company Agreement of BFTW LLC (the “BFTW Agreement”). The members of BFTW LLC are the former stockholders of Greater Media and the managers of BFTW LLC are Cristina Bordes, Peter A. Bordes, Jr. and Stephanie Bordes. The approval of two or more managers is required for any action requiring a manager’s approval.

Pursuant to the BFTW Agreement:

• Each of Cristina Bordes, Peter A. Bordes, Jr., Stephanie Bordes and Stephen Bordes have an exclusive right to cause BFTW LLC to exercise one Shelf Takedown pursuant to the Registration Rights Agreement;

• BFTW LLC may request a Demand Registration only if two or more of Cristina Bordes, Peter A. Bordes, Jr., Stephanie Bordes and Stephen Bordes agree to cause BFTW LLC to initiate such request;

• Each member of BFTW LLC agrees to provide the other members with five days’ notice prior to entering into discussions with a third party regarding a possible sale of Merger Shares or, if applicable, Holdback Shares and grants the other members “tag-along” rights allowing them to participate on a pro rata basis in any such sale; and

• Each member agrees that Peter A. Bordes, Jr. is appointed as the Trust Filers’ designee to serve on the Board, and that the managers of BFTW LLC may appoint a different designee at any time for any reason.

This description of the BFTW Agreement does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the BFTW Agreement filed as Exhibit 5 herewith and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement, dated November 11, 2016.

Exhibit B: Powers of Attorney for each of:

Peter A. Bordes, Jr.

Cristina Bordes

Stephanie L. Bordes

Stephen M. Bordes

Lee Bordes

34

Exhibit 1: Agreement and Plan of Merger, dated July 19, 2016, by and among the Issuer, Greater Media, Merger Sub and the Stockholders’ Representative, incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2016.

Exhibit 2: Escrow Agreement, dated November 1, 2016, by and among the Issuer, the Stockholders’ Representative and the Escrow Agent.

Exhibit 3: Investor Rights Agreement, dated November 1, 2016, by and among the Issuer, the Trust Filers and certain stockholders affiliated with the Beasley family (incorporated herein by reference to Exhibit 10.1 to the Form 8-K of the Issuer filed with the Securities and Exchange Commission on November 4, 2016).

Exhibit 4: Registration Rights Agreement, dated November 1, 2016, by and among the Issuer, the Trust Filers and BFTW LLC (incorporated herein by reference to Exhibit 10.2 to the Form 8-K of the Issuer filed with the Securities and Exchange Commission on November 4, 2016).

Exhibit 5: Amended and Restated Limited Liability Company Agreement of BFTW LLC, dated November 1, 2016, by and among the former stockholders of Greater Media (including the Trust Filers).

35

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: November 11, 2016

PETER A. BORDES, JR., as Trustee of the Peter A. Bordes, Jr. 2009 Gift Trust

*

Peter A. Bordes, Jr.

CRISTINA BORDES, as a Trustee of the Cristina Bordes 2009 Gift Trust, the Lee Bordes 2013 GRAT #4, the Lee Bordes 2013 GRAT #5, the Lee Bordes 2014 GRAT #4, the Lee Bordes 2014 GRAT #6, the Lee Bordes 2014 GRAT #7, the Lee Bordes 2015 GRAT #1, the Lee Bordes 2015 GRAT #4, the Lee Bordes 2015 GRAT #5, the Lee Bordes 2015 GRAT #6, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2016 GRAT #2 and the Lee Bordes 2016 GRAT #3

*

Cristina Bordes

STEPHEN F. LAPPERT, as a Trustee of the Lee Bordes 2013 GRAT #4, the Lee Bordes 2013 GRAT #5, the Lee Bordes 2014 GRAT #4, the Lee Bordes 2014 GRAT #6, the Lee Bordes 2014 GRAT #7, the Lee Bordes 2015 GRAT #1, the Lee Bordes 2015 GRAT #4, the Lee Bordes 2015 GRAT #5, the Lee Bordes 2015 GRAT #6, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2016 GRAT #2, the Lee Bordes 2016 GRAT #3, the Peter A. Bordes, Jr. 2009 Gift Trust, the Cristina Bordes 2009 Gift Trust, the Stephanie Bordes 2009 Gift Trust and the Stephen Bordes 2009 Gift Trust

/s/ Stephen F. Lappert

Stephen F. Lappert

LEE BORDES

*

Lee Bordes

36

STEPHANIE L. BORDES, as a Trustee of the Stephanie Bordes 2009 Gift Trust
*
Stephanie L. Bordes
STEPHEN M. BORDES, as a Trustee of the Stephen Bordes 2009 Gift Trust
*
Stephen M. Bordes
LEE BORDES REVOCABLE TRUST
*
By:	Peter A. Bordes, Jr., Trustee
*
By:	Cristina Bordes, Trustee
*
By:	Stephanie L. Bordes, Trustee
*
By:	Stephen M. Bordes, Trustee
PETER A. BORDES MARITAL TRUST
*
By:	Peter A. Bordes, Jr., Trustee
*
By:	Cristina Bordes, Trustee
*
By:	Stephanie L. Bordes, Trustee
*
By:	Stephen M. Bordes, Trustee

37

/s/ Stephen F. Lappert
By:	Stephen F. Lappert, Trustee
PETER A. BORDES, JR. 2009 GIFT TRUST
*
By:	Peter A. Bordes, Jr., Trustee
/s/ Stephen F. Lappert
By:	Stephen F. Lappert, Trustee
CRISTINA BORDES 2009 GIFT TRUST
*
By:	Cristina Bordes, Trustee
/s/ Stephen F. Lappert
By:	Stephen F. Lappert, Trustee
STEPHANIE BORDES 2009 GIFT TRUST
*
By:	Stephanie L. Bordes, Trustee
/s/ Stephen F. Lappert
By:	Stephen F. Lappert, Trustee
STEPHEN BORDES 2009 GIFT TRUST
*
By:	Stephen M. Bordes, Trustee
/s/ Stephen F. Lappert
By:	Stephen F. Lappert, Trustee
LEE BORDES 2013 GRAT #4
LEE BORDES 2013 GRAT #5
LEE BORDES 2014 GRAT #4

38

LEE BORDES 2014 GRAT #6
LEE BORDES 2014 GRAT #7
LEE BORDES 2015 GRAT #1
LEE BORDES 2015 GRAT #4
LEE BORDES 2015 GRAT #5
LEE BORDES 2015 GRAT #6
LEE BORDES 2015 GRAT #7
LEE BORDES 2016 GRAT #2
LEE BORDES 2016 GRAT #3
*
By:	Cristina Bordes, Trustee
/s/ Stephen F. Lappert
By:	Stephen F. Lappert, Trustee

*By:	/s/ Stephen F. Lappert
	Stephen F. Lappert
	as Attorney-in-Fact

39

Schedule 1

Former Greater Media, Inc. Shareholder	Merger Shares		Interest in Holdback Shares
Peter A. Bordes Marital Trust		191,098.155		36,399.655
Lee Bordes Revocable Trust		814,078.261		155,062.551
Lee Bordes 2013 GRAT #4		47,546.799		9,056.535
Lee Bordes 2013 GRAT #5		86,979.483		16,567.523
Lee Bordes 2014 GRAT #4		29,228.054		5,567.249
Lee Bordes 2014 GRAT #6		106,754.797		20,334.250
Lee Bordes 2014 GRAT #7		177,030.213		33,720.046
Lee Bordes 2015 GRAT #1		57,913.652		11,031.174
Lee Bordes 2015 GRAT #4		61,315.395		11,679.125
Lee Bordes 2015 GRAT #5		188,485.270		35,901.962
Lee Bordes 2015 GRAT #6		236,935.088		45,130.500
Lee Bordes 2015 GRAT #7		260,851.222		49,685.955
Lee Bordes 2016 GRAT #2		85,734.574		16,330.398
Lee Bordes 2016 GRAT #3		82,810.140		15,773.363
Peter A. Bordes, Jr., 2009 Gift Trust		546,171.995		104,032.778
Stephanie Bordes 2009 Gift Trust		490,036.912		93,340.380
Cristina Bordes 2009 Gift Trust		546,171.995		104,032.778
Stephen Bordes 2009 Gift Trust		546,171.995		104,032.778

40

Schedule 2

1. Stephen F. Lappert is a co-trustee of each of the following trusts of which Lee Bordes is the grantor (the “Grantor”): the Peter A. Bordes, Jr., 2009 Gift Trust (with Peter A. Bordes, Jr., as co-trustee), the Cristina Bordes 2009 Gift Trust (with Cristina A. Bordes as co-trustee), the Stephanie Bordes 2009 Gift Trust (with Stephanie L. Bordes as co-trustee), the Stephen Bordes 2009 Gift Trust (with Stephen M. Bordes as co-trustee) (each, a “Gift Trust” and collectively, the “Gift Trusts”).

The following table lists the current beneficiaries (each, a “Current Beneficiary”) of each of the Gift Trusts:

Gift Trust	Current Beneficiaries
Peter A. Bordes, Jr., 2009 Gift Trust	Peter A. Bordes, Jr., and his children
Cristina Bordes 2009 Gift Trust	Cristina A. Bordes
Stephanie Bordes 2009 Gift Trust	Stephanie L. Bordes and her children
Stephen Bordes 2009 Gift Trust	Stephen M. Bordes

Peter A. Bordes, Jr., Cristina A. Bordes, Stephanie L. Bordes and Stephen M. Bordes are children of Lee Bordes.

For each of the Gift Trusts, distributions of income and principal can be made in the sole discretion of the trustees other than any Current Beneficiary of such trust; any income not so distributed is to be added to principal. If any trustee ceases to act or if at any time fewer than three trustees are acting, the Grantor may appoint a successor trustee or trustees. Subject to the foregoing, if at any time fewer than three trustees are acting, the acting trustees may appoint a co-trustee or co-trustees or a successor trustee or successor trustees. At his or her death, each of Peter A. Bordes, Jr., Cristina A. Bordes, Stephanie L. Bordes and Stephen M. Bordes has a power to appoint the property belonging to the income or principal of the Gift Trust of which he or she is a Current Beneficiary to such person or persons among a class consisting of his or her spouse (to the extent of an income interest) and descendants. The trustees (other than the current Beneficiary of such trust) may also grant the Current Beneficiary a general power within the meaning of section 2041 of the Internal Revenue Code.

Lee Bordes, acting in a non-fiduciary capacity and without the consent of any trustee, has the power to reacquire any assets belonging to the trust by substituting other property of equivalent value as determined by the trustees (other than Lee Bordes and any person related or subordinate, within the meaning of section 672(c) of the Internal Revenue Code, to her).

The Current Beneficiaries of each Gift Trust can be said to have only a contingent economic interest in the securities of the Issuer held by such Gift Trust because the distributions of income and principal can only be made in the sole discretion of the trustee who is not a Current Beneficiary of such trust.

2. Stephen F. Lappert and Cristina A. Bordes are co-trustees of each of the following grantor retained annuity trusts established by Lee Bordes (the “Grantor”): Lee Bordes 2013 GRAT #4 u/i of Lee Bordes dated July 15, 2013, Lee Bordes 2013 GRAT #5 u/i of Lee Bordes dated July 15, 2013, Lee Bordes 2014 GRAT #4 u/i of Lee Bordes dated January 28, 2014, Lee Bordes 2014 GRAT #6 u/i of Lee Bordes dated July 16, 2014, Lee Bordes 2014 GRAT #7 u/i of Lee Bordes dated July 16, 2014, Lee Bordes 2015 GRAT #1 u/i of Lee Bordes dated March 2, 2015, Lee Bordes 2015 GRAT #4 u/i of Lee Bordes dated May 13, 2015, Lee Bordes 2015 GRAT #5 u/i of Lee Bordes dated July 15, 2015, Lee Bordes 2015 GRAT #6 u/i of Lee Bordes dated July 15, 2015, Lee Bordes 2015 GRAT #7 u/i of Lee Bordes dated July 15, 2015, Lee Bordes 2016 GRAT #2 u/i of Lee Bordes dated February 8, 2016 and Lee Bordes 2016 GRAT #3 u/i of Lee Bordes dated May 13, 2016 (each, a “GRAT” and collectively, the “GRATs”)

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From each of the GRATs, a single annuity payment is made in each year of the GRAT term, consisting of net income, and to the extent the net income is insufficient, principal, to the Grantor or, if she has died, to her estate. The trustees expect to satisfy the annuity payments, in whole or in part, through a distribution of shares of the Issuer. If the Grantor dies during the term of the GRAT, the trust property is payable to her estate. Property remaining after all amounts due the Grantor or her estate have been satisfied is paid to the four Gift Trusts described above. If at any time fewer than three trustees are acting, the acting trustees may appoint a co-trustee or co-trustees or a successor trustee or successor trustees.

Lee Bordes, acting in a non-fiduciary capacity and without the consent of any trustee, has the power to reacquire any assets belonging to the trust by substituting other property of equivalent value as determined by the trustees (other than Lee Bordes and any person related or subordinate, within the meaning of section 672(c) of the Internal Revenue Code, to her).

3. Stephen F. Lappert, Peter A. Bordes, Jr., Cristina A. Bordes, Stephanie L. Bordes and Stephen M. Bordes currently serve as co-trustees of the trust for the current benefit of Lee Bordes under Article FIVE, Section I of the will of Peter A. Bordes, deceased (the “Marital Trust”).

Lee Bordes is entitled to receive all of the net income and may receive principal in the sole discretion of the trustees (other than Lee Bordes). Upon the death of Lee Bordes, the trust property is to be divided into shares for each of her children who is then living and for the then living issue of any of them who has previously died.

4. Cristina A. Bordes, Stephanie L. Bordes, Peter A. Bordes, Jr. Stephen M. Bordes and JPMorgan Chase Bank, NA (JPMorgan Chase Bank, N.A., and any successor as trustee, the “Independent Trustee”) currently serve as co-trustees of the Lee Bordes Revocable Trust, created by the Grantor under a trust agreement dated March 17, 2012, as amended on January 29, 2015.

During her life, the Grantor is to receive so much of the net income and principal as she and the Independent Trustee determine to be sufficient for her health, support and maintenance. The Grantor may receive additional amounts of the net income and principal as she requests or the Independent Trustee determines provided that distributions would result in an unequal treatment of the Grantor’s children shall not be made without the consent of a majority of the children. The Grantor has retained the right to revoke the trust and to amend the trust agreement with the consent of the Independent Trustee.

Upon the Grantor’s death, the trustees are to distribute the property then belonging to the income and principal of the trust to such person or persons out of a class composed of the Grantor’s descendants and in such estates, interests and portions as the Grantor may appoint by her will.

If any trustee ceases to act, the Grantor may appoint a successor trustee or trustees, provided that the appointment of a successor Independent Trustee requires the consent of the trust protector, who is currently Stephen F. Lappert. The Grantor (or, if she is incapacitated, the protector) may remove any trustee and appoint a successor trustee or trustees, provided that the Grantor’s removal of the Independent Trustee requires the consent of the protector. Subject to the foregoing, a majority of the individual trustees may remove any individual trustee (other than the Independent Trustee). Upon the Grantor’s death, the Grantor’s child who is the Beneficiary of a trust then established is appointed trustee of such trust and is to appoint a co-trustee. The Grantor’s surviving children are appointed co-trustees of any trust established for a grandchild or more remote descendant. Each child who is the Beneficiary of a trust, and each grandchild or more remote descendant upon attaining age 30, has the continuing power to remove any trustee and appoint a successor trustee or trustees, provided that any such successor trustee shall not be a person related or subordinate (within the meaning of section 672 of the Internal Revenue Code) to the person making the appointment. If at any time fewer than three trustees are acting, the acting trustees may appoint a co-trustee or co-trustees or a successor trustee or successor trustees.

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EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.

Date: November 11, 2016

PETER A. BORDES, JR., as a Trustee of the Peter A. Bordes, Jr. 2009 Gift Trust

        *

Peter A. Bordes, Jr.

CRISTINA BORDES, as a Trustee of the Cristina Bordes 2009 Gift Trust, the Lee Bordes 2013 GRAT #4, the Lee Bordes 2013 GRAT #5, the Lee Bordes 2014 GRAT #4, the Lee Bordes 2014 GRAT #6, the Lee Bordes 2014 GRAT #7, the Lee Bordes 2015 GRAT #1, the Lee Bordes 2015 GRAT #4, the Lee Bordes 2015 GRAT #5, the Lee Bordes 2015 GRAT #6, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2016 GRAT #2 and the Lee Bordes 2016 GRAT #3

        *

Cristina Bordes

STEPHEN F. LAPPERT, as a Trustee of the Lee Bordes 2013 GRAT #4, the Lee Bordes 2013 GRAT #5, the Lee Bordes 2014 GRAT #4, the Lee Bordes 2014 GRAT #6, the Lee Bordes 2014 GRAT #7, the Lee Bordes 2015 GRAT #1, the Lee Bordes 2015 GRAT #4, the Lee Bordes 2015 GRAT #5, the Lee Bordes 2015 GRAT #6, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2016 GRAT #2, the Lee Bordes 2016 GRAT #3, the Peter A. Bordes, Jr. 2009 Gift Trust, the Cristina Bordes 2009 Gift Trust, the Stephanie Bordes 2009 Gift Trust and the Stephen Bordes 2009 Gift Trust

        /s/ Stephen F. Lappert

Stephen F. Lappert

1

LEE BORDES

        *

Lee Bordes

STEPHANIE L. BORDES, as a Trustee of the Stephanie Bordes 2009 Gift Trust

        *

Stephanie L. Bordes

STEPHEN M. BORDES, as a Trustee of the Stephen Bordes 2009 Gift Trust

        *

Stephen M. Bordes

LEE BORDES REVOCABLE TRUST

        *

By: Peter A. Bordes, Jr., Trustee

        *

By: Cristina Bordes, Trustee

        *

By: Stephanie L. Bordes, Trustee

        *

By: Stephen M. Bordes, Trustee

PETER A. BORDES MARITAL TRUST

        *

By: Peter A. Bordes, Jr., Trustee

        *

By: Cristina Bordes, Trustee

        *

By: Stephanie L. Bordes, Trustee

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        *

By: Stephen M. Bordes, Trustee

        /s/ Stephen F. Lappert

By: Stephen F. Lappert, Trustee

PETER A. BORDES, JR. 2009 GIFT TRUST

        *

By: Peter A. Bordes, Jr., Trustee

        /s/ Stephen F. Lappert

By: Stephen F. Lappert, Trustee

CRISTINA BORDES 2009 GIFT TRUST

        *

By: Cristina Bordes, Trustee

        /s/ Stephen F. Lappert

By: Stephen F. Lappert, Trustee

STEPHANIE BORDES 2009 GIFT TRUST

        *

By: Stephanie L. Bordes, Trustee

        /s/ Stephen F. Lappert

By: Stephen F. Lappert, Trustee

STEPHEN BORDES 2009 GIFT TRUST

        *

By: Stephen M. Bordes, Trustee

        /s/ Stephen F. Lappert

By: Stephen F. Lappert, Trustee

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LEE BORDES 2013 GRAT #4

LEE BORDES 2013 GRAT #5

LEE BORDES 2014 GRAT #4

LEE BORDES 2014 GRAT #6

LEE BORDES 2014 GRAT #7

LEE BORDES 2015 GRAT #1

LEE BORDES 2015 GRAT #4

LEE BORDES 2015 GRAT #5

LEE BORDES 2015 GRAT #6

LEE BORDES 2015 GRAT #7

LEE BORDES 2016 GRAT #2

LEE BORDES 2016 GRAT #3

        *

By: Cristina Bordes, Trustee

        /s/ Stephen F. Lappert

By: Stephen F. Lappert, Trustee

*By:	/s/ Stephen F. Lappert
	Stephen F. Lappert
	as Attorney-in-Fact

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EX-99.B

Exhibit B

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of each of Cristina Bordes, Stephanie Bordes and Stephen Lappert, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an Officer and/or Director of, beneficial owner of and/or trustee of a trust which beneficially owns stock of Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), (i) all reports on Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (a “Section 16 Form”), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including all amendments thereto (a “Section 13 Schedule”), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a “Form ID”, and, together with a Section 13 Schedule and Section 16 Form, the “Forms and Schedules”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be

done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31^st day of October, 2016.

By:	/s/ Peter A. Bordes, Jr.
	Peter A. Bordes, Jr.

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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of each of Peter A. Bordes, Jr., Stephanie Bordes and Stephen Lappert, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an Officer and/or Director of, beneficial owner of and/or trustee of a trust which beneficially owns stock of Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), (i) all reports on Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (a “Section 16 Form”), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including all amendments thereto (a “Section 13 Schedule”), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a “Form ID”, and, together with a Section 13 Schedule and Section 16 Form, the “Forms and Schedules”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The

undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31^st day of October, 2016.

By:	/s/ Cristina Bordes
	Cristina Bordes

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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of each of Peter A. Bordes, Jr., Cristina Bordes and Stephen Lappert, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an Officer and/or Director of, beneficial owner of and/or trustee of a trust which beneficially owns stock of Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), (i) all reports on Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (a “Section 16 Form”), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including all amendments thereto (a “Section 13 Schedule”), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a “Form ID”, and, together with a Section 13 Schedule and Section 16 Form, the “Forms and Schedules”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The

undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31^st day of October, 2016.

By:	/s/ Stephanie L. Bordes
	Stephanie L. Bordes

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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Peter A. Bordes, Jr., Cristina Bordes, Stephanie Bordes and Stephen Lappert, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an Officer and/or Director of, beneficial owner of and/or trustee of a trust which beneficially owns stock of Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), (i) all reports on Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (a “Section 16 Form”), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including all amendments thereto (a “Section 13 Schedule”), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a “Form ID”, and, together with a Section 13 Schedule and Section 16 Form, the “Forms and Schedules”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31^st day of October, 2016.

By:	/s/ Stephen Bordes
	Stephen Bordes

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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Peter A. Bordes, Jr., Cristina A. Bordes, Stephanie L. Bordes and Stephen L. Lappert, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an Officer and/or Director of, beneficial owner of and/or trustee of a trust which beneficially owns stock of Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), (i) all reports on Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (a “Section 16 Form”), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including all amendments thereto (a “Section 13 Schedule”), and (iii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a “Form ID”, and, together with a Section 13 Schedule and Section 16 Form, the “Forms and Schedules”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19^th day of October, 2016.

By:	/s/ Lee Bordes
	Lee Bordes

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EX-99.2

Exhibit 2

EXECUTION VERSION

ESCROW AGREEMENT

THIS ESCROW AGREEMENT, dated as of November 1, 2016 (“Agreement”), is by and among BEASLEY BROADCAST GROUP, INC., a Delaware corporation (“Purchaser”), PETER A. BORDES, JR. (“Stockholders’ Representative”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”). Solely as between Purchaser and Stockholders’ Representative, capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Underlying Agreement (as defined below).

BACKGROUND

A. Purchaser, Beasley Media Group 2, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Purchaser (“MergerCo”), Greater Media, Inc., a Delaware corporation (the “Company”), and Stockholders’ Representative have entered into an Agreement and Plan of Merger (the “Underlying Agreement”), dated as of July 19, 2016, pursuant to which MergerCo is merging with and into the Company with the Company surviving the merger as an indirect wholly-owned subsidiary of Purchaser. The Underlying Agreement provides that Purchaser shall deposit on behalf of the Continuing Stockholders the Holdback Amount (defined below) in a segregated escrow account to be held by Escrow Agent in order to provide the sole source of funds for the payment of certain amounts that may become payable to Purchaser pursuant to Section 1.7(e) the Underlying Agreement.

B. Escrow Agent has agreed to accept, hold and disburse the Holdback Amount (as defined below) deposited with it in accordance with the terms of this Agreement.

C. Purchaser and Stockholders’ Representative have appointed the Authorized Signatories (as defined below) to represent them for all purposes in connection with the Holdback Amount and this Agreement.

D. Purchaser and Stockholders’ Representative acknowledge that (i) Escrow Agent is not a party to and has no duties or obligations under the Underlying Agreement, (ii) all references in this Agreement to the Underlying Agreement are solely for the convenience of Purchaser and Stockholders’ Representative, and (iii) Escrow Agent shall have no implied duties beyond the express duties set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Definitions. The following terms shall have the following meanings when used herein:

“Authorized Signatories” shall mean the Purchaser Authorized Signatory and the Stockholders’ Representative Authorized Signatory.

“Business Day” shall mean any day that is not (i) a Saturday, (ii) a Sunday or (iii) any other day on which commercial banks are authorized or required by law to be closed in the City of New York.

“Final Order” shall mean a final and nonappealable judgment, order, award or determination of a court of competent jurisdiction, which order, judgment, award or determination (an “Order”) is delivered to Escrow Agent accompanied by a written instruction from Purchaser or Stockholders’ Representative given to effectuate such Order and confirming that such Order is final and nonappealable, and Escrow Agent shall be entitled to conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the Order to which such confirmation and instruction refers.

“Holdback Amount” shall mean 867,679 shares of Class A common stock of Purchaser (collectively, the “Purchaser Common Shares”) deposited with Escrow Agent pursuant to Section 3 of this Agreement.

“Holdback Amount Earnings” shall mean any income or other cash earnings in respect of the Purchaser Common Shares distributed to Escrow Agent, including (i) any income or other cash earnings distributed in respect of or to the owners of the Purchaser Common Shares and (ii) any cash or stock into which the Purchaser Common Shares may be changed pursuant to any merger or similar transaction involving Purchaser, in each case with any income made thereon or income distributed with respect thereto to Escrow Agent.

“Joint Written Direction” shall mean a written direction executed by the Authorized Signatories and directing Escrow Agent to disburse all or a portion of the Holdback Amount or to take or refrain from taking any other action pursuant to this Agreement.

“Purchaser Authorized Signatory” shall mean the person(s) so designated on Schedule C hereto or any other person designated in a writing signed by Purchaser and delivered to Escrow Agent and the Stockholders’ Representative Authorized Signatory in accordance with the notice provisions of this Agreement, to act as its representative under this Agreement.

“Stockholders’ Representative Authorized Signatory” shall mean the person(s) so designated on Schedule C hereto or any other person designated in a writing signed by Stockholders’ Representative or a majority in interest of the Continuing Stockholders, in the event of the resignation, removal, death or disability of Stockholders’ Representative, and delivered to Escrow Agent and the Purchaser Authorized Signatory in accordance with the notice provisions of this Agreement, to act as its representative under this Agreement.

“Transfer Agent” shall mean American Stock Transfer & Trust Company, LLC, the stock transfer agent engaged by Purchaser.

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2. Appointment of and Acceptance by Escrow Agent. Purchaser and Stockholders’ Representative hereby appoint Escrow Agent to serve as escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt of the Purchaser Common Shares in accordance with Section 3, agrees to hold, invest and disburse the Holdback Amount, in accordance with this Agreement.

3. Deposit of Holdback Amount. Simultaneously with the execution and delivery of this Agreement, Purchaser will deliver to the Escrow Agent the Purchaser Common Shares, by instructing the Transfer Agent to transfer the Purchaser Common Shares into the name of U.S. Bank National Association, as custodian for the Continuing Stockholders, in the amounts (and with the designations) set forth on Schedule D hereto and will instruct the Transfer Agent to deliver to the Escrow Agent written confirmation of the transfer. The Escrow Agent shall receive the Purchaser Common Shares and any Holdback Amount Earnings and agrees to hold the Holdback Amount in a separate and distinct custodial sub-account (the “Escrow Account”) designated by the Escrow Agent.

4. Disbursements of Holdback Amount. Promptly (and in any event, within three Business Days after final determination of the Actual Adjustment Amount in accordance with Section 1.7(d) of the Underlying Agreement), Purchaser and Stockholders’ Representative shall deliver a Joint Written Direction to the Escrow Agent directing the Escrow Agent to deliver the Holdback Amount pursuant to the instructions set forth in the Joint Written Direction. Such Joint Written Direction shall contain complete instructions, including specifying the amount of Purchaser Common Shares to be distributed to the Purchaser and/or to each of the Continuing Stockholders, as applicable. The Escrow Agent shall promptly (and in any event, within three Business Days) following receipt of such Joint Written Direction (i) instruct the Transfer Agent to transfer to the Purchaser and/or the Continuing Stockholders such number of Purchaser Common Shares and (ii) disburse to the Purchaser and/or the Continuing Stockholders any Holdback Amount Earnings, in each case as set forth in such Joint Written Direction. Prior to any disbursement, Escrow Agent shall have received reasonable identifying information regarding the recipient(s) such that Escrow Agent may comply with its regulatory obligations and reasonable business practices, including without limitation a completed United States Internal Revenue Service (“IRS”) Form W-9 or Form W-8, as applicable. All disbursements from the Escrow Account shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties pursuant to Section 11 and Section 12.

5. Suspension of Performance; Disbursement into Court. If, at any time, (a) there shall exist any dispute with respect to the holding or disposition of all or any portion of the Holdback Amount or any other obligations of Escrow Agent hereunder, (b) Escrow Agent is unable to determine, after reasonable investigation and consultation with the parties, the proper disposition of all or any portion of the Holdback Amount or Escrow Agent’s proper actions with respect to its obligations hereunder, or (c) the Authorized Signatories have not, within 60 days of the furnishing by Escrow Agent of a notice of resignation, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions:

(i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) other than its obligation to hold the Holdback Amount under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent and, in the case of Section 5(a), it receives a Joint Written Direction or until a successor Escrow Agent shall have been appointed.

(ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty and, to the extent required or permitted by law, deliver to such court, for holding and disposition in accordance with the instructions of such court, the Holdback Amount after deduction and/or payment to Escrow Agent of all reasonable fees and expenses (including court costs and reasonable and documented out-of-pocket attorneys’ fees) payable to or incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

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Escrow Agent shall have no liability to Purchaser, Stockholders’ Representative or the Authorized Signatories, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Holdback Amount or any delay in or with respect to any other action required or requested of Escrow Agent.

6. Resolutions & Disbursement of Claims.

(a) If, at least one Business Day prior to (i) Escrow Agent’s delivery of instruction to the Transfer Agent to transfer shares pursuant to Section 4 and (2) Escrow Agent’s disbursement of any Holdback Amount Earnings pursuant to Section 4, Purchaser submits to the Escrow Agent and the Stockholders’ Representative a written notice stating that Purchaser is entitled to any payment from the Escrow Account pursuant to Section 1.7(e) of the Underlying Agreement, the Escrow Agent shall not thereafter deliver such instruction or disburse such Holdback Amount Earnings until Escrow Agent receives either a Final Order or a Joint Written Direction, in which case Escrow Agent, within two (2) Business Days of its receipt of such Final Order or Joint Written Direction, shall deliver such instruction and disburse such Holdback Amount Earnings, as the case may be, as provided in such Final Order or Joint Written Direction.

(b) If, at least one Business Day prior to (i) Escrow Agent’s delivery of instruction to the Transfer Agent to transfer shares pursuant to Section 4 and (2) Escrow Agent’s disbursement of any Holdback Amount Earnings pursuant to Section 4, Stockholders’ Representative submits to the Escrow Agent and Purchaser a written notice stating that Stockholders’ Representative is entitled to any payment from the Escrow Account pursuant to Section 1.7(e) of the Underlying Agreement, the Escrow Agent shall not thereafter deliver such instruction or disburse such Holdback Amount Earnings until Escrow Agent receives either a Final Order or a Joint Written Direction, in which case Escrow Agent, within two (2) Business Days of its receipt of such Final Order or Joint Written Direction, shall deliver such instruction and disburse such Holdback Amount Earnings, as the case may be, as provided in such Final Order or Joint Written Direction.

(c) Notwithstanding anything herein to the contrary except for the provisions of this Section 6, if the Escrow Agent receives a Joint Written Direction, the Escrow Agent shall release funds from the Escrow Account in accordance with the terms of such Joint Written Direction.

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7. Voting Shares and Distributions.

(a) If a meeting or written action of Purchaser’s stockholders occurs while this Escrow Agreement is in effect and Purchaser Common Shares are held by the Escrow Agent as Holdback Amount, Purchaser shall promptly send to Stockholders’ Representative, the Continuing Stockholders and the Escrow Agent copies of any notices, proxies and proxy materials in connection with such meeting or written action when such materials are sent to the stockholders of Purchaser. The Purchaser Common Shares will be considered to be issued and outstanding Class A common stock of Purchaser and will enjoy all voting privileges accorded to all other issued and outstanding Class A common stock of Purchaser. Unless otherwise indicated in writing from the Stockholders’ Representative, the Escrow Agent shall vote the Purchaser Common Shares on any matter in respect of which such Purchaser Common Shares are entitled to vote in accordance with the written direction of Purchaser (who shall recommend that shares be voted in accordance with the recommendation of Purchaser’s board of directors) to be delivered to the Escrow Agent with copy to the Stockholders’ Representative pursuant to Section 15 at least ten (10) Business Days in advance of such meeting or written action.

(b) Notwithstanding anything to the contrary in this Escrow Agreement, all cash dividends, distributions and other income earned or made on or with respect to the Purchaser Common Shares (excluding any non-taxable stock dividends and any cash, stock or other property into which the Purchaser Common Shares may be changed pursuant to any merger or similar transaction involving Purchaser) shall be paid by the Purchaser to the Escrow Agent and accepted and held by the Escrow Agent as a portion of the Holdback Amount until such time as any disbursements are made to the Continuing Stockholders pursuant to Section 4.

8. Investment of Funds. Based upon Stockholders’ Representative’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, Escrow Agent is directed to initially invest and reinvest any Holdback Amount received in the form of cash in the investment indicated on Schedule B hereto. Stockholders’ Representative acknowledges receipt from Escrow Agent of a current copy of the prospectus for the investment authorized in Schedule B. Stockholders’ Representative may provide written direction changing the investment of the Holdback Amount to Escrow Agent, upon which direction Escrow Agent shall conclusively rely without inquiry or investigation; provided, however, that Stockholders’ Representative warrants that no investment or reinvestment direction shall be given except in the following: (a) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; (b) U.S. dollar denominated deposit accounts and certificates of deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which are either (i) insured by the Federal Deposit Insurance Corporation (“FDIC”) up to FDIC limits, or (ii) with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Moody’s and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by Escrow Agent or any of its affiliates; provided further, however, that Escrow Agent will not be directed to invest in

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investments that Escrow Agent determines are not consistent with Escrow Agent’s policies or practices. Purchaser and Stockholders’ Representative recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of any cash Holdback Amount or the purchase, sale, retention or other disposition of any investment described herein. Escrow Agent has no responsibility whatsoever to determine the market or other value of any investment and makes no representation or warranty, express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of an investment.

If Escrow Agent has not received a written investment instruction from Stockholders’ Representative at any time that an investment decision must be made, Escrow Agent is directed to invest any Holdback Amount received in the form of cash, or such portion thereof as to which no written investment instruction has been received, in the investment indicated on Schedule B hereto. All investments shall be made in the name of Escrow Agent. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Purchaser and Stockholders’ Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of Holdback Amount permitted or required hereunder. All investment earnings shall become part of the Holdback Amount and investment losses shall be charged against the Holdback Amount. Escrow Agent shall not be liable or responsible for loss in the value of any investment made pursuant to this Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of any such investment. With respect to any Holdback Amount in the form of cash or investment instruction received by Escrow Agent after 11:00 a.m., Central Time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which Escrow Agent is open to conduct its regular banking business. Receipt of any such Holdback Amount and investment and reinvestment of such Holdback Amount shall be confirmed by Escrow Agent by an account statement, and Purchaser or Stockholders’ Representative may inform Escrow Agent in writing of any error, omission or inaccuracy in any such account statement.

9. Resignation or Removal of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving 60 days’ prior written notice to Purchaser and Stockholders’ Representative specifying a date when such resignation shall take effect and, after the date of such resignation notice, notwithstanding any other provision of this Agreement, Escrow Agent’s sole obligation will be to hold the Holdback Amount pending appointment of a successor Escrow Agent. Similarly, Escrow Agent may be removed at any time by Purchaser and Stockholders’ Representative giving at least thirty (30) days’ prior written notice to Escrow Agent specifying the date when such removal shall take effect. Purchaser and Stockholders’ Representative jointly shall appoint a successor Escrow Agent hereunder prior to the effective date of such resignation or removal. If Purchaser and Stockholders’ Representative fail to appoint a successor Escrow Agent within such time, Escrow Agent shall have the right to petition a court of competent jurisdiction to appoint a successor escrow agent, and all reasonable costs and expenses (including without limitation attorneys’ fees, if applicable) related to such petition shall be paid jointly and severally by Purchaser and Stockholders’ Representative; provided, that Purchaser and Stockholders’ Representative further agree, solely as between themselves, that each will be responsible to the other for one-half of such costs and expenses. The retiring Escrow Agent shall transmit all records pertaining to the Holdback Amount and shall pay and deliver all Holdback Amount to the successor Escrow

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Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all reasonable fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.

10. Liability of Escrow Agent. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent has no fiduciary or discretionary duties of any kind. Escrow Agent’s permissive rights shall not be construed as duties. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement, including without limitation any other agreement between any or all of the parties hereto or any other persons even though reference thereto may be made herein and whether or not a copy of such agreement has been provided to the Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the cause of any loss to Purchaser or Stockholders’ Representative. Escrow Agent may retain and act hereunder through agents, and, absent Escrow Agent’s fraud, willful misconduct or gross negligence, shall not be responsible for or have any liability with respect to the acts of any such agent retained by Escrow Agent in good faith. Escrow Agent shall not be responsible for or have any duty to make any calculations under this Agreement, or to determine when any calculation required under the provisions of this Agreement should be made, how it should be made or what it should be, or to confirm or verify any such calculation. Escrow Agent shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent believes to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for (a) acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document believed in good faith by Escrow Agent to have been created by or on behalf of Purchaser or Stockholders’ Representative, (b) incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action or (c) any amount greater than the value of the Holdback Amount as valued upon deposit with Escrow Agent. Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line or power failures, computer viruses, attacks or intrusions, earthquakes or other natural disasters. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Holdback Amount, any account in which Holdback Amount are deposited, this Agreement or the Underlying Agreement or to appear in, prosecute or defend any such legal action or proceeding or to take any other action that in Escrow Agent’s sole judgment may expose it to potential expense or liability. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party

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hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in good faith in accordance with the advice of such counsel. Purchaser and Stockholders’ Representative shall each promptly pay, upon demand, one half of the reasonable fees and expenses of any such counsel. Purchaser and Stockholders’ Representative agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as Escrow Agent may reasonably request in connection with its duties hereunder.

Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Holdback Amount, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Holdback Amount is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it, without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

11. Indemnification of Escrow Agent. Purchaser and Stockholders’ Representative, jointly and severally, shall, to the fullest extent permitted by law, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney and affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand from and against any and all actions, claims (whether or not valid), losses, damages, liabilities, penalties, costs and expenses of any kind or nature (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties, whether direct or, to the extent reasonably foreseeable by Purchaser and Stockholders’ Representative, consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) threatened, asserted or initiated by any person or entity, including without limitation Purchaser, Stockholders’ Representative and the Authorized Signatories, arising from or in connection with this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such suit, action or proceeding or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction to have been directly caused by the fraud, gross negligence or willful misconduct of such Indemnified Party. Purchaser and Stockholders’ Representative further agree, jointly and severally, to indemnify each Indemnified Party for all reasonable out-of-pocket costs, including without limitation reasonable attorney’s fees, incurred by such Indemnified Party in connection with the enforcement of Purchaser’s and Stockholders’ Representative’s obligations hereunder. The Indemnified Parties shall, collectively in their sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against them, and the reasonable fees of such counsel shall be paid upon demand by Purchaser and Stockholders’ Representative. The obligations of Purchaser and Stockholders’ Representative under this Section shall survive any termination of this Agreement and the

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resignation or removal of Escrow Agent. Purchaser and Stockholders’ Representative further agree, solely as between themselves, that each will be responsible to the other for one-half of amounts payable under this Section 11.

Purchaser and Stockholders’ Representative agree that neither the payment by Purchaser or Stockholders’ Representative of any claim by Escrow Agent for indemnification hereunder nor the disbursement of any amounts to Escrow Agent from the Holdback Amount in respect of a claim by Escrow Agent for indemnification shall impair, limit, modify or affect, as between Purchaser and Stockholders’ Representative, the respective rights and obligations of Purchaser and Stockholders’ Representative under the Underlying Agreement.

12. Compensation of Escrow Agent.

(a) Fees and Expenses. Purchaser and Stockholders’ Representative agree, jointly and severally, to compensate Escrow Agent upon demand for its services hereunder in accordance with Schedule A attached hereto. Purchaser and Stockholders’ Representative further agree, solely as between themselves, that each will be responsible to the other for one-half of Escrow Agent’s compensation. The obligations of Purchaser and Stockholders’ Representative under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

(b) Security. Purchaser and Stockholders’ Representative hereby grant to Escrow Agent and the Indemnified Parties a first priority security interest in and lien upon the Holdback Amount with respect to any compensation due any of them hereunder (including any claim for indemnification hereunder). If for any reason the Holdback Amount is insufficient to cover such compensation, Purchaser and Stockholders’ Representative shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice. The Escrow Agent may elect, but shall not be obligated, to credit the Escrow Account with funds representing income or principal payments due on, or sales proceeds due in respect of, assets in any of the Escrow Account, or to credit to any of the Escrow Account assets intended to be purchased with such funds, in each case before actually receiving the requisite funds from the payment source, or to otherwise advance funds for Escrow Account transactions. Notwithstanding anything else in this Agreement, any such crediting of funds or assets shall be provisional in nature, and the Escrow Agent shall be authorized to reverse any such transactions or advances of funds in the event that it does not receive good funds with respect thereto. The Escrow Agent may also set-off and deduct funds in the Escrow Account to pay the face amount of any checks, automated clearinghouse transactions or other deposits that have been credited to the Escrow Account but are subsequently returned unpaid or reversed. Nothing in this Agreement shall constitute a waiver or limitation of any of Escrow Agent’s rights as a securities intermediary under Uniform Commercial Code §9-206.

13. Representations and Warranties. Purchaser and Stockholders’ Representative each respectively make the following representations and warranties to Escrow Agent:

(a) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms;

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(b) each of the applicable persons designated on Schedule C attached hereto has been duly appointed to act as its authorized representative hereunder and individually has full power and authority on its behalf to execute and deliver any Joint Written Direction, to amend, modify or waive any provision of this Agreement and to take any and all other actions as its authorized representative under this Agreement, all without further consent or direction from, or notice to, it or any other person; and

(c) no change in designation of such authorized representatives shall be effective until written notice of such change is delivered to each other party to this Agreement pursuant to Section 15 and Escrow Agent has had reasonable time to act upon it.

(d) In addition, the Stockholders’ Representative represents and warrants to Escrow Agent that he has the irrevocable right, power and authority (i) to enter into and perform this Agreement on behalf of the Continuing Stockholders and to bind all of the Continuing Stockholders to its terms; (ii) to give and receive directions and notices hereunder; and (iii) to make all determinations that may be required or that it deems appropriate under this Agreement.

14. Identifying Information. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, Escrow Agent requires documentation to verify its formation and existence as a legal entity. Escrow Agent may require financial statements, licenses or identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. Purchaser and Stockholders’ Representative agree to provide all information requested by Escrow Agent in connection with any legislation or regulation to which Escrow Agent is subject, in a timely manner.

15. Notices. All notices, approvals, consents, requests and other communications hereunder shall be in writing (provided that any communication sent to Escrow Agent hereunder must be in the form of a manually signed document or electronic copy thereof), in English, and shall be delivered (a) by personal delivery, or (b) by national overnight courier service, or (c) by certified or registered mail, return receipt requested, or (d) via facsimile transmission, with confirmed receipt or (e) via email by way of a PDF attachment thereto. Notice shall be effective upon receipt except for notice via email, which shall be effective only when the recipient, by return email or notice delivered by other method provided for in this Section, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section). Such notices shall be sent to the applicable party or parties at the address specified below:

If to Purchaser or Purchaser Authorized Signatory at:

Beasley Broadcast Group, Inc.

3033 Riviera Drive, Suite 200

Fax: (239) 263-8191

Telephone: (239) 263-5000

Attention: Caroline Beasley; Joyce Fitch

E-mail: caroline@bbgi.com; joyce@bbgi.com

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with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

555 11th Street, N.W., Suite 1000

Washington, DC 20004

Fax: (202) 637-2201

Telephone: (202) 638-2200

Attention: Marc A. Granger

E-mail: marc.granger@lw.com

If to Stockholders’ Representative or Stockholders’ Representative Authorized Signatory at:

c/o oneQube

330 7th Avenue, 10th Floor

New York, NY 10001

Telephone: (212) 925-4492

Attention: Peter A. Bordes, Jr.

E-mail: pbordes@oneqube.com

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Fax: (212) 909-6836

Telephone: (212) 909-6000

Attention: Richard D. Bohm

E-mail: rdbohm@debevoise.com

If to Escrow Agent at: U.S. Bank National Association, as Escrow Agent

ATTN: Global Corporate Trust Services

50 South 16th St, Suite 2000

Philadelphia, PA 19102

Telephone: (215) 761-9317

Facsimile: (215) 761-9412

E-mail: george.rayzis@usbank.com

or to such other address as each party may designate for itself by like notice and unless otherwise provided herein shall be deemed to have been given on the date received. Purchaser and Stockholders’ Representative or any other any other person designated in a writing signed by Stockholders’ Representative or a majority in interest of the Continuing Stockholders in the event of the resignation, removal, death or disability of Stockholders’ Representative agree to assume all risks arising out of the use of electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

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16. Optional Security Procedures. In the event instructions, including funds transfer instructions, address change or change in contact information are given to Escrow Agent (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, Escrow Agent is authorized but shall not be required to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule C hereto or any other any other person designated in a writing signed by Stockholders’ Representative or a majority in interest of the Continuing Stockholders in the event of the resignation, removal, death or disability of Stockholders’ Representative, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Escrow Agent and shall be effective only after Escrow Agent has a reasonable opportunity to act on such changes. If Escrow Agent is unable to contact any of the designated representatives identified in Schedule C, Escrow Agent is hereby authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to the Stockholders’ Representative or any one or more of Purchaser’s executive officers (“Executive Officers”) which shall include the titles of Chief Executive Officer, President and Vice President, as Escrow Agent may select. Such Executive Officer shall deliver to Escrow Agent a fully executed incumbency certificate, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. Purchaser and Stockholders’ Representative agree that Escrow Agent may at its option record any telephone calls made pursuant to this Section. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Purchaser or Stockholders’ Representative to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. Escrow Agent may apply any of the Holdback Amount for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank so designated. Purchaser and Stockholders’ Representative acknowledge that these optional security procedures are commercially reasonable.

17. Binding Effect; Successors. This Agreement shall be binding upon the respective parties hereto and their heirs, executors, successors or assigns. If Escrow Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including the escrow contemplated by this Agreement) to another entity, the successor or transferee entity without any further act shall be the successor Escrow Agent.

18. Amendment, Waiver and Assignment. None of the terms or conditions of this Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this Agreement. No course of conduct shall constitute a waiver of any of the terms and conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion. Except as otherwise expressly provided herein, this Agreement may not be assigned by any party without the written consent of the other parties.

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19. Severability. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

20. Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof that would require the application of any other laws.

21. Consent to Jurisdiction and Venue. Each of the parties hereto irrevocably (a) consents to the exclusive jurisdiction and venue of the state and federal courts in the State of Delaware in connection with any matter based upon or arising out of this Agreement, (b) waives any objection to such jurisdiction or venue (c) agrees not to commence any legal proceedings related hereto except in such courts and (d) consents to and agrees to accept service of process to vest personal jurisdiction over them in any such courts made in the manner provided by for the giving of notice in Section 15.

22. Confidentiality. For a period of one (1) year from the date of this Agreement, the Escrow Agent shall treat as confidential and shall use due care to prevent disclosure to any third party other than its advisors any Confidential Information furnished to it by Purchaser or Stockholders’ Representative, except that Escrow Agent may disclose any information requested to be disclosed by a bank regulatory agency or in connection with an examination of the Escrow Agent’s records by bank examiners. For purposes of this Section 22, “Confidential Information” means all confidential, nonpublic, proprietary or secret information, provided or made available to Escrow Agent by Purchaser or Stockholders’ Representative that is identified as confidential at the time of disclosure to Escrow Agent hereunder or that would be considered confidential by a reasonable person based on the nature of the information and the circumstances of the disclosure. Notwithstanding the foregoing, the term Confidential Information shall not include any information that:

(a) is or becomes available in the public domain through no fault of the Escrow Agent;

(b) is rightfully in the Escrow Agent’s possession at the time of disclosure by the Purchaser or Stockholders’ Representative, as evidenced by the Escrow Agent’s written records maintained in the ordinary course of business; or

(c) is obtained, after the date hereof, by the Escrow Agent from any third party that is lawfully in possession of such Confidential Information and not in violation of any contractual or legal obligation with respect to such Confidential Information.

(d) is independently developed by the Escrow Agent without use of or reference to the Confidential Information.

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23. Entire Agreement, No Third Party Beneficiaries. This Agreement constitutes the entire agreement between the signatory parties hereto relating to the holding, investment and disbursement of the Holdback Amount and sets forth in their entirety the obligations and duties of Escrow Agent with respect to the Holdback Amount. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the signatory parties hereto and the Indemnified Parties any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

24. Execution in Counterparts, Facsimiles. This Agreement and any Joint Written Direction may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction. The delivery of copies of this Agreement and any Joint Written Direction and their respective signature pages as a PDF attachment to an email or by facsimile transmission in accordance with Section 15 shall constitute effective execution and delivery as to the parties and may be used in lieu of originals for all purposes.

25. Termination. This Agreement shall terminate upon the distribution of all the Holdback Amount pursuant to any applicable provision of this Agreement, and Escrow Agent shall thereafter have no further obligation or liability whatsoever with respect to this Agreement or the Holdback Amount, except as otherwise provided herein and except the obligations under Section 22.

26. Dealings. Escrow Agent and any stockholder, director, officer or employee of Escrow Agent may buy, sell and deal in any of the securities of any other party hereto and become pecuniarily interested in any transaction in which any other party hereto may be interested, and contract and lend money to any other party hereto and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein shall preclude Escrow Agent from acting in any other capacity for any other party hereto or for any other person or entity.

27. Brokerage Confirmation Waiver. Purchaser and Stockholders’ Representative acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant either the right to receive brokerage confirmations for certain security transactions as they occur, Purchaser and Stockholders’ Representative specifically waive receipt of such confirmations to the extent permitted by law. Escrow Agent will furnish Purchaser and Stockholders’ Representative periodic cash transaction statements that include detail for all investment transactions made by Escrow Agent.

28. Tax Reporting.

(a) General. Escrow Agent shall have no responsibility for the tax treatment of this Agreement and Purchaser and Stockholders’ Representative shall consult with independent counsel concerning any and all tax matters. Purchaser and Stockholders’ Representative shall provide Escrow Agent a properly completed IRS Form W-9 or Form W-8, as applicable, for each payee. If requested tax documentation is not so provided, Escrow Agent is authorized to withhold taxes as required by the United States Internal Revenue Code and the Treasury Regulations promulgated thereunder. Except as otherwise required by law, the parties agree that any interest or income on the Holdback Amount shall be treated as income of the Continuing

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Stockholders for U.S. federal and other applicable tax purposes and that all parties shall prepare and file all required tax filings with the IRS and any other applicable taxing authority consistent with such treatment.

(b) Escrow Agent IRS Reporting. Escrow Agent’s sole obligation with respect to tax reporting shall be to file with the IRS applicable Form 1099 and Form 1042-S with respect to each distribution. Purchaser and Stockholders’ Representative shall accurately provide Escrow Agent with all information reasonably requested by Escrow Agent in connection with the preparation and filing with the IRS of all applicable IRS Form 1099 and Form 1042-S documents with respect to all distributions as well as in the performance of Escrow Agent’s reporting obligations under the Foreign Account Tax Compliance Act and Foreign Investment in Real Property Tax Act or other applicable U.S. federal law or regulation.

(c) Withholding Requests and Indemnification. Purchaser and Stockholders’ Representative agree (i) to direct Escrow Agent in writing with respect to the withholding of any taxes, assessments or other governmental charges in the nature of taxes (other than those described in Section 28(a)), and advise Escrow Agent in writing with respect to any certifications and governmental reporting that may be required under any applicable laws or regulations in connection with such withholding and (ii) indemnify and hold Escrow Agent harmless pursuant to section 11 hereof from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against Escrow Agent.

(d) Imputed Interest. To the extent that IRS imputed interest regulations apply, Purchaser and Stockholders’ Representative shall so inform Escrow Agent, provide Escrow Agent with all imputed interest calculations and direct Escrow Agent to disburse imputed interest amounts as Purchaser and Stockholders’ Representative deem appropriate. Escrow Agent shall rely solely on such provided calculations and information and shall have no responsibility for the accuracy or completeness of any such calculations or information.

29. WAIVER OF TRIAL BY JURY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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30. Publicity. No party will (a) use any other party’s proprietary indicia, trademarks, service marks, trade names, logos, symbols or brand names, or (b) otherwise refer to or identify any other party in advertising, publicity releases or promotional or marketing publications, or correspondence to third parties, without, in each case, securing the prior written consent of such other party.

31. Construction. Words used in the singular number may include the plural and the plural may include the singular. The section headings appearing in this instrument have been inserted for convenience only and shall be given no substantive meaning or significance whatsoever in construing the terms and conditions of this Agreement. All references to Sections refer to Sections of this Agreement unless expressly stated otherwise.

32. Waiver of Immunity. To the extent that in any jurisdiction any party may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, each party irrevocably agrees not to claim, and it hereby waives, such immunity in connection with this Agreement.

33. Escheat. Purchaser and Stockholders’ Representative are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state. Escrow Agent shall have no liability to Purchaser or Stockholders’ Representative, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Holdback Amount escheat by operation of law.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal as of the date first above written.

BEASLEY BROADCAST GROUP, INC.
By:	/s/ B. Caroline Beasley
Name:	B. Caroline Beasley
Title:	Interim Chief Executive Officer,
	Executive Vice President,
	Chief Financial Officer, Secretary
	and Treasurer
PETER A. BORDES, JR.
	/s/ Peter A. Bordes, Jr.
U.S. BANK NATIONAL ASSOCIATION as Escrow Agent
By:	/s/ George J. Rayzis
Name:	George J. Rayzis
Title:	Vice President

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EX-99.5

Exhibit 5

EXECUTION VERSION

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

BFTW LLC

This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of BFTW LLC, a Delaware limited liability company (the “Company”), is entered into as of November 1, 2016, by the members of the Company (the “Members”) set forth on Schedule A attached hereto, and it amends and restates in its entirety the Limited Liability Company Agreement of the Company (the “Original LLC Agreement”), dated as of October 14, 2016, that was entered into by Greater Media, Inc. (the “Initial Member”).

WITNESSES, that

WHEREAS, the Members wish to enter into this Agreement setting forth the terms and conditions governing the operation and management of the Company;

WHEREAS, the Company was formed under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on October 14, 2016 (the “Certificate of Formation”);

WHEREAS, upon the execution of this Agreement by the Members the Initial Member shall no longer be a Member of the Company;

WHEREAS, the Initial Member entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated July 19, 2016, among the Initial Member, Beasley Broadcast Group, Inc. (“Beasley”), Beasley Media Group 2, Inc. (“Merger Sub”) and Peter A. Bordes Jr., as the Stockholders’ Representative, pursuant to which, among other things, Merger Sub will be merged with and into the Initial Member (the “Merger”), with the Initial Member surviving the Merger as an indirect wholly owned subsidiary of Beasley, upon the terms and subject to the conditions of the Merger Agreement;

WHEREAS, pursuant to the Merger Agreement the Initial Member agreed to distribute the property, assets, rights and obligations set forth on Schedule B (the “Assets”) attached hereto to its stockholders if they had not been sold to a third party prior to the closing of the Merger;

WHEREAS, the Initial Member and the Company entered into that certain Contribution Agreement, dated as of November 1, 2016, pursuant to which the Initial Member contributed the Assets to the Company;

WHEREAS, the Initial Member distributed its interest in the Company to its stockholders (the “Distribution”) concurrently with the execution of this Agreement by the Members;

WHEREAS, in connection with the Merger, the Company, Beasley and certain former stockholders of the Initial Member will enter into that certain Registration Rights Agreement, dated as of November 1, 2016 (the “Registration Rights Agreement”);

WHEREAS, in connection with the Merger, Beasley and certain former stockholders of the Initial Member will enter into that certain Investor Rights Agreement, dated as of November 1, 2016 (the “Investor Rights Agreement”);

WHEREAS, in connection with the Merger, Beasley will issue shares of its Class A common stock, par value $0.001 per share (“Class A Common Stock”), to certain former stockholders of the Initial Member (such shares of Class A Common Stock, the “Merger Shares”); and

WHEREAS, immediately following the Merger, the Company and the Initial Member shall enter into that certain Transitional Services Agreement (“TSA”), dated as of November 1, 2016, by and between the Company and the Initial Member;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Original LLC Agreement as follows:

ARTICLE I

ESTABLISHMENT OF THE COMPANY

1.1. Formation. On October 14, 2016, a Certificate of Formation was filed on behalf of the Company with the Delaware Secretary of State pursuant to the provisions of the Delaware Limited Liability Company Act (the “Act”).

1.2. Name. The name of the Company is BFTW LLC.

1.3. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

1.4. Term. The term of the Company shall continue until the Company is dissolved and liquidated pursuant to Article VII.

1.5. Statutory Agent. The address of the Company’s registered agent in the State of Delaware is 2711 Centerville Road, Wilmington, DE 19808. The name of its registered agent at that address is Corporation Service Company.

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ARTICLE II

MEMBERS; UNITS

Interests in the Company shall be represented by 10,000 units (the “Units”). Fractional Units may be issued. Each Unit shall represent an equivalent economic interest in the Company. The names and addresses of the Members and the Units allocated to each Member immediately following the Distribution are set forth on Schedule A, which shall be amended following each Operations Period (as defined in Section 4.4(b)) and upon the redemption, purchase, transfer or assignment of Units in accordance with Article IX.

ARTICLE III

CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS

3.1. Capital Contributions.

(a) As of the date of this Agreement, the Initial Member has made, or has caused its direct and indirect subsidiaries to make on its behalf, the capital contributions specified on Schedule B.

(b) Except in connection with the issuance and sale of new Units pursuant to Section 9.2, no Member may make additional capital contributions to the Company without the written consent of Members holding a majority of all Units.

3.2. Advances. Any Member may, with the consent of the Managers (as such term is defined in Section 8.1), advance funds to the Company. Any such advances shall not be considered contributions to the capital of the Company but shall be treated as loans thereto bearing interest at an agreed rate. No Member shall be required or obligated to make any such advances.

3.3. Capital Accounts. A single capital account (“Capital Account”) shall be maintained for each Member in accordance with the Capital Accounting rules of Section 704(b) of the Internal Revenue Code (the “Code”). Each Member’s opening Capital Account balance shall be its percentage of the Assets as set forth on Schedule A, which shall reflect such Member’s pro rata ownership of the Units. A Member’s Capital Account shall be credited with (a) such Member’s subsequent cash capital contributions; (b) the agreed value of any property subsequently contributed to the capital of the Company by such Member; (c) such Member’s share of realized and unrealized profits as provided in Article IV; and (d) such other amounts as may be required in order for the Capital Account to be considered to be determined and maintained in

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accordance with the rules of Treas. Reg. §1.704-1(b)(2)(iv) (including Treas. Reg. § 1.704-1(b)(2)(iv)(g)) or any successor section of similar import. A Member’s Capital Account shall be debited with (a) such Member’s share of Company realized and unrealized losses as provided in Article IV; (b) distributions made to such Member; and (c) such other amounts as may be required in order for the Capital Account to be considered to be determined and maintained in accordance with the rules of Treas. Reg. §1.704-1(b)(2)(iv) (including Treas. Reg. §1.704-1(b)(2)(iv)(g)) or any successor section of similar import.

ARTICLE IV

PROFIT AND LOSS

4.1. Definitions of Net Profit and Net Loss. Profits and losses for a particular Operations Period (as such term is defined in Section 4.4(b)) shall be computed in the same manner as the Company reports its income for Federal income tax purposes, except that (i) for purposes of gain, loss, depreciation and otherwise, property shall be considered to have a book value equal to its fair market value as determined pursuant to Section 4.2(c) hereof, as of the end of the immediately preceding Operations Period; (ii) income of the Company exempt from tax and expenses not deductible for tax purposes under the Code shall be included in the computation; and (iii) unrealized gain or loss shall be taken into account as provided in Section 4.2(c) hereof. The principles of Treas. Reg. §1.704-1(b)(4)(i) shall be applied wherever necessary to prevent duplication or omission of Capital Account adjustments, including without limitation those arising from deemed sales under Section 4.2(c).

4.2. Allocation of Profits and Losses. (a) The Company’s net profits and losses for any Operations Period shall be allocated to each of the Members pro rata at the end of each Operations Period according to the ratio of (i) the number of Units owned by each Member to (ii) the aggregate number of Company Units outstanding, except that where there has been a change in any Member’s interest in the Company during any Operations Period the allocation shall be made by taking into account the varying interests of the Members in the Company for such Operations Period consistent with the principles of Section 706(d) of the Code.

(b) The Company’s items of income, gain, loss and deduction shall be allocated for Federal, state and local income tax purposes among the Members proportionately to the allocation of net profits and losses among the Members as set forth above, except that each Member’s distributive share of depreciation, amortization, and gain or loss, as computed for tax purposes, with respect to any property shall be determined so as properly to reflect the varying interests of the Members in unrealized profit or loss for prior Operations Periods, and otherwise to take into account the variation between the adjusted basis and the book value of the property in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder.

(c) On each Adjustment Date (as such term is defined in Section 4.4(a)), the properties of the Company (including in the case of a distribution, any property being distributed) shall be considered to have been sold at fair market value, as determined by the Managers. The

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deemed gain or loss for the Operations Period in question upon such deemed sale shall be allocated in accordance with this Section 4.2. The amount of any distribution-in-kind shall be considered to be the fair market value of the property as determined by the Managers, who are authorized to engage such appraisers or other persons having acknowledged qualification to value the subject property as the Managers consider appropriate.

4.3. Special Rule Concerning Loss Allocations; Qualified Income Offset. Notwithstanding any other provision hereof, no loss shall be allocated to a Member if the effect of such allocation would be to create or increase a deficit Capital Account balance for that Member (and, for this purpose, the existence of a deficit shall be determined by reducing the Member’s Capital Account by the items described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5), and (6)) while any other Member has a positive Capital Account balance. If any Member unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5), or (6) and such adjustment, allocation or distribution creates or increases a deficit in such Member’s Capital Account, the next available gross income of the Company shall be allocated to the Members having such deficit balances, in proportion to the deficit balances, until such deficit balances are eliminated. The provisions of this Section 4.3 are intended to constitute a “qualified income offset” within the meaning of Treas. Reg. § 1.704-1(b)(2) (ii)(d) and shall be interpreted and implemented as therein provided.

4.4. Adjustment Date; Operations Period.

(a) The “Adjustment Dates” of the Company shall be the date of dissolution of the Company and each other date on which there is a distribution in kind of property of the Company, a contribution of money or other property (other than a de minimis amount) to the Company by a new or existing Member as consideration of an interest in the Company, or a distribution of money (other than a de minimis amount) by the Company to a retiring or continuing Member as consideration for an interest in the Company.

(b) An “Operations Period” of the Company shall be the period beginning on the date hereof, the first day of a fiscal year or an Adjustment Date (as the case may be) and ending on the earlier of the next succeeding Adjustment Date or the last day of a fiscal year.

ARTICLE V

DISTRIBUTIONS

5.1. Distributions Other Than Upon Winding-Up. Distributions with respect to any Operations Period may be made in the sole discretion of the Managers; provided, however, that the Managers shall use their best efforts to distribute to the Members with respect to each Operations Period an amount of cash reasonably estimated to be sufficient to enable the Members to pay taxes (computed under principles and at rates determined by the Managers) on their distributive shares of Company income for such Operations Period; and provided further that distributions shall be made to each Member pro rata according to the ratio of (a) the number of

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Units owned by such Member to (b) the aggregate number of Units outstanding, determined at the beginning of such Operations Period. After application of the final sentence of Section 4.2(c), property of the Company may be distributed in kind.

5.2. Distributions Upon Winding-Up. Upon the dissolution and winding up of the Company, the assets of the Company, after application of Section 4.2(c), shall be distributed in the following order of priority:

(a) To the payment of the debts and liabilities of the Company and the expenses of winding-up, including the establishment of any reserves against liabilities or obligations of the Company which the Managers may deem appropriate, such reserves to be charged against the Members’ Capital Accounts according to the ratio of (i) the number of Company Units owned by each Member, to (ii) the aggregate number of Company Units outstanding, and, then,

(b) To each Member pro rata according to the ratio of (a) the number of Units owned by such Member to (b) the aggregate number of Units outstanding.

ARTICLE VI

REDEMPTIONS; WITHDRAWALS

The Company may, with the written consent of the Managers (as such term is defined in Section 8.1) and of the Member(s) to be redeemed, redeem the Units of any Member upon payment of the net value (including a proportional share of accrued but unpaid Company expenses) of such Member’s Capital Account represented by such Units. Other than the Initial Member pursuant to the Distribution, no Member may withdraw from the Company prior to its dissolution without the written consent of the Managers.

ARTICLE VII

DISSOLUTION AND WINDING-UP

7.1. Events Occasioning Dissolution. The Company shall dissolve and terminate upon the occurrence of any of the following, whichever shall first occur:

(a) The unanimous written consent of the Members to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under § 18-802 of the Act.

7.2. Winding-Up. The Company shall be allowed one year from the date of any event occasioning dissolution for the winding-up of its affairs and shall be allowed such additional time as may be reasonable for the orderly sale of the Company’s properties so as to minimize the losses of a forced sale and for the discharge of liabilities to creditors. Each Member shall be

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furnished with a statement prepared by the Company’s accountants, which shall set forth the assets and liabilities of the Company as of the date of the event causing the dissolution of the Company and which shall also indicate the net proceeds of the sale of any of the Company’s properties subsequent to such date and the manner of application of such proceeds. No Member shall be personally liable for the return of the capital contributions of any other Member, or of any part thereof, it being expressly agreed that any such return shall be made in accordance with this Agreement and solely from the Company’s assets.

ARTICLE VIII

MANAGEMENT

8.1. Management by Managers. The business affairs of the Company shall be managed by such manager or managers (the “Managers”) as shall be from time to time selected by the Members owning a majority of Units. The Managers shall have all necessary powers to carry out the purposes of the Company (except those powers that are expressly reserved for Members or are otherwise delegated pursuant to Article X), including without limitation the power to borrow for the reasonable needs of the Company; provided that (i) if at any time there are only two Managers acting with respect to any matter, then during such time the consent of both Managers shall be required for any action requiring a Manager’s approval and (ii) if at any time there are three or more Managers, then during such time the consent of a majority of Managers shall be required to take any action requiring a Manger’s approval.

8.2. Appointment of Initial and Successor Managers. Upon the occurrence of the Distribution, Stephanie Bordes, Cristina Bordes and Peter A. Bordes, Jr. shall be, without further action, appointed as Managers and the Initial Member shall no longer be a Manager. The Manager or Managers acting from time to time in accordance with Section 8.1 may designate a Manager or other person (an “Authorized Party”), to execute any and all documents, agreements, certificates and other instruments as an authorized signatory on behalf of the Company. The Authorized Party is also authorized, acting singly, to open bank accounts and receive bank checks, credit cards and debit cards on behalf of the Company.

8.3. Liabilities of the Managers; Other Interests. The Managers and their agents (including an Authorized Party) shall not be liable, responsible or accountable in damages or otherwise to the Company or to any of the Members for any acts performed or omitted to be performed in good faith, for errors in judgment, or for other acts or omissions not amounting to fraud, gross negligence or willful misconduct. The Company shall indemnify and hold harmless the Managers and their agents (including any Authorized Party) from any losses or liabilities resulting from acts or omissions taken by them on behalf of the Company or in furtherance of the Company’s interests, other than those constituting fraud, gross negligence or willful misconduct. The Managers and the Members may engage in or possess interests in other business ventures of every nature and description, whether or not competitive with the business of the Company, independently or with others, and neither the Company nor any of its Members shall, by virtue of this Agreement, have any rights in or to such other ventures or the income or profits derived therefrom.

8.4. Limited Liability of Members. Notwithstanding any provision of this Agreement, the Members shall not be liable for any of the losses, debts, obligations or liabilities of the Company, whether arising in contract, tort or otherwise, except as otherwise expressly provided by law, and none of the Members shall be obligated personally for any such loss, debt, obligation or liability of the Company solely by reason of being a Member of the Company. Except as set forth in Section 3.1, no Member shall be required to make capital contributions to the Company to eliminate Capital Account deficits or for any other purpose, either upon dissolution of the Company or at any other time.

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ARTICLE IX

ASSIGNABILITY; ADDITIONAL MEMBERS

9.1. Admission of Members.

(a) Upon the occurrence of the Distribution, the stockholders of the Initial Member shall each become Members of the Company, provided they have confirmed, approved and adopted all of the terms and provisions of this Agreement as evidenced by the execution by such stockholder of a counterpart of this Agreement. Members may freely sell, transfer or assign one or more Units to a person who is a current Member or, if a Member is a trust, to the beneficiary of such trust.

(b) Except as provided in Section 9.1(a), no Member may sell, transfer or assign one or more Units to a person who is not a current Member and no purchaser, transferee or assignee of Units who is not a current Member shall be admitted as a Member unless and until, in each case, all of the following conditions have been met:

(i) The seller, transferor or assignor has given the purchaser, transferee or assignee the right to become a Member, which right may not be given without the written consent of Members holding a majority of all Units, which consent shall be given or withheld in the sole discretion of the Members.

(ii) There has been filed with the Managers a written instrument, executed by the purchaser, transferee or assignee and the seller, transferor or assignor selling, transferring or assigning to the purchaser, transferee or assignee all or part of the seller’s, transferor’s or assignor’s Units and the purchaser, transferee or assignee has confirmed, approved and adopted all of the terms and provisions of this Agreement, as the same may have been amended, which confirmation, approval and adoption may be evidenced by the execution by such purchaser, transferee or assignee of a counterpart of this Agreement;

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(iii) The purchaser, transferee or assignee has executed, acknowledged and delivered to the Managers any such other instrument or consent as the Managers may deem necessary or appropriate to effectuate such admission and such instrument has been recorded or filed if a Manager believes such recording or filing to be necessary; and

(iv) The purchaser, transferee or assignee has paid or agreed to pay, as the Managers may determine, all reasonable expenses actually incurred in connection with such admission.

Except as provided in Section 9.1(a), the time of admission of a purchaser, transferee or assignee as a Member shall be the time when all of the conditions of this Section 9.1(b) have been satisfied.

9.2. Additional Members. Additional Units may be issued and sold to any person, whether or not already a Member, for the fair market value thereof, as determined in good faith by the Managers and under such other terms and conditions as deemed advisable by the Managers, including but not limited to terms and conditions relating to the applicability of this Agreement to such additional Units. Admission of any Member hereunder shall not be a cause of dissolution.

ARTICLE X

ACCOUNTING

10.1. Books and Records. The Managers shall maintain the general accounts of the Company. The books of the Company shall be kept on a basis consistent with the provisions of this Agreement and shall be open to the inspection and examination of all Members, in person or by their duly authorized representatives, at reasonable times. The books of the Company shall be maintained using the accrual method of accounting.

10.2. Tax Reporting. The Managers shall cause to be furnished to each Member an annual tax information statement on Schedule K-1 (or such other form as may be required by law). In addition, the Managers shall use its or their best efforts to furnish Members on a timely basis with information sufficient to allow the Members to calculate their estimated tax payments accurately.

10.3. Fiscal Year. The fiscal year of the Company shall be the calendar year.

10.4. Accounting Decisions. All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the Managers; provided, however, that the principles selected shall conform, to the extent reasonably practicable, to generally accepted accounting principles consistently applied except as otherwise expressly provided herein.

10.5. Federal Income Tax Elections. All elections required or permitted to be made by the Company under the Code shall be made by the Managers in such manner as will, in its or their opinion, be most advantageous to a majority-in-interest of the Members.

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ARTICLE XI

EXERCISE OF REGISTRATION RIGHTS

11.1. Demand Registrations. The rights to cause the Company to request a demand registration (a “Demand Registration”) as described in Section 2.2 and Section 2.4(a) of the Registration Rights Agreement shall be (and may only be) exercised by the Company if two or more of Cristina Bordes, Peter A. Bordes, Stephanie L. Bordes and Stephen Bordes (each individually a (“Bordes Sibling”, and collectively, the “Bordes Siblings”) agree in writing to cause the Company to exercise such rights. No Member shall request a Demand Registration other than pursuant to an act of the Company as described in the first sentence of this Section 11.1.

11.2. Shelf Takedowns. Each Bordes Sibling shall have the exclusive right to cause the Company to effect one of the four underwritten shelf takedowns (each a “Shelf Takedown”) described in Sections 2.1(e) and 2.4(b) of the Registration Rights Agreement. Prior to exercising such right, the applicable Bordes Sibling shall provide each Member with five business days’ notice and reasonably cooperate with any resulting requests from a Member to participate in the proposed offering. No Member shall initiate a Shelf Takedown other than pursuant to an act of the Company as described in the first sentence of this Section 11.2.

11.3. Expenses. If the Company or any Member is required to pay any expenses pursuant to Section 3.6(b) of the Registration Rights Agreement, such expenses shall be borne by each Member who offered to sell Merger Shares in the applicable offering in accordance with such Member’s pro rata share to the total number of Merger Shares offered for sale by all Members in such offering.

ARTICLE XII

TAG-ALONG RIGHTS

12.1. Tag-Along Rights. Each Member shall give the other Members five days’ notice prior entering into discussions with a third party (such third person, a “Proposed Transferee”) regarding a possible sale of Merger Shares pursuant to a registered block sale, series of registered block sales, unregistered transaction or series of unregistered transactions (each such sale or transaction, a “Tag-Eligible Sale”) and shall reasonably cooperate with any resulting requests from another Member to participate in such sale. Subject to Section 12.5, if any Member (each such Member, a “Tag-Along Seller”) proposes to sell any portion of the Merger Shares held by such Member to a Proposed Transferee pursuant to a Tag-Eligible Sale then each other Member who holds Merger Shares (each, a “Tag Holder”) shall have the right to require the Tag-Along Seller to offer to the Proposed Transferee a number of such Tag Holder’s Merger Shares

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that is equal to (i) the total number of Merger Shares held by such Tag Holder multiplied by (ii) a fraction, the numerator of which is the aggregate number of Merger Shares being offered for sale to the Proposed Transferee by such Tag-Along Seller and the denominator of which is the aggregate number of Merger Shares held by such Tag-Along Seller, on the same terms and conditions and equivalent type and amount of consideration payable per Merger Share as such Tag-Along Seller (the “Tag-Along Rights”). For the avoidance of doubt, any such Tag Holder’s shares that are offered to a Proposed Transferee shall be additive to the number of shares being offered by the Tag-Along Seller.

12.2. Tag-Along Notice. Any Tag-Along Seller shall notify each Tag Holder in writing of the proposed Tag-Eligible Sale no less than 30 days’ prior to the contemplated consummation date of the proposed Tag-Eligible Sale (the “Tag-Along Notice”). Any such Tag-Along Notice shall specify in reasonable detail: (i) a description of the proposed Tag-Eligible Sale, (ii) the name of the Proposed Transferee, (iii) the total number of Shares proposed to be sold by the Tag-Along Seller(s), and (iv) the proposed amount and form of consideration and material terms and conditions of payment offered by the proposed Transferee and other material terms and conditions of such Tag-Eligible Sale. If a Tag Holder elects to exercise its Tag-Along Rights, (A) such Tag Holder shall notify the Tag-Along Seller in writing of such proposed exercise no less than five days following such Tag Holder’s receipt of the Tag-Along Notice (each a “Tagging Stockholder”) and (B) the closing of such Tagging Stockholder’s transfer in connection with the Tag-Eligible Sale will, subject to Section 12.4, be governed by the terms and conditions of the closing of the Tag-Eligible Sale. If a Tag Holder fails to notify the Tag-Along Seller of its intent to exercise such Tag-Along Rights within such five-day period, such Tag Holder shall be deemed to have waived, and shall forfeit, such Tag-Along Rights with respect to such Tag-Eligible Sale. Any proposed Tag-Eligible Sale that is the subject of a Tag-Along Notice that is not consummated within 120 days following the date of the Tag-Along Notice shall again be subject to the notice provisions of, and shall require compliance by the Tag Holder with the procedures described in, this Section 12.2.

12.3. Cutbacks; Expenses. The number of Merger Shares actually purchased from a Tag-Along Seller and any Tagging Stockholders will be reduced on a pro rata basis if the proposed Transferee does not purchase all the shares that are required to be offered pursuant to Section 12.1. No Tagging Stockholder will be obligated to pay more than its pro rata share of transaction expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with such Tag-Eligible Sale to the extent that such expenses are incurred for the benefit of all Members participating in the Tag-Eligible Sale.

12.4. Representations and Warranties; Indemnification. All representations and warranties made by any Tagging Stockholder in connection with the Tag-Eligible Sale shall be on a several and not joint basis. No Tagging Stockholder will be liable for any indemnification obligations incurred in connection with the Tag-Eligible Sale; provided, however, that, in the case of a breach of a representation or warranty by a Tagging Stockholder, such Tagging Stockholder will be liable for 100% of any indemnity obligations arising therefrom. Any indemnifications provided by any Tagging Stockholders in connection with the Tag-Eligible Sale will be on a several and not a joint basis.

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12.5. Tag-Along Right Limitations. The provisions of this Article XII shall not apply to sales or transfers (i) by a Member made in accordance with the applicable requirements of Rule 144, (ii) as to the beneficial owner of any Member that is not a trust or the beneficiary of any Member that is a trust, (A) made to such beneficial owner or beneficiary’s parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, children (including by way of adoption), grandchildren (including by way of adoption), great grandchildren (including by way of adoption) or next of kin or (B) made to one or more trusts, family partnerships or other entities (in each case, organized under the laws of the United States or any political subdivision thereof) for the benefit of such beneficial owner and/or one or more of the persons set forth in the preceding clause (A), (iii) made to any Member, (iv) made a result of a Member exercising its tag-along rights as described in Section 3 of the Investor Rights Agreement or (v) made by operation of the provisions of the trust instrument of a trust which is a Member or which is a successor trust, including by way of being a “mirror”, “sub” or “split” trust, directly or indirectly, of a trust which is a Member, or (vii) made to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986 or to a university or college.

ARTICLE XIII

BORDES FAMILY DIRECTOR

13.1. Nominees. Each Member who holds Merger Shares hereby agrees that Peter A. Bordes is appointed as the nominee to serve on the board of directors of Beasley (the “Nominee”) in accordance with Section 4 of the Investor Rights Agreement. Each Member who holds Merger Shares hereby agrees that the Managers may appoint a different Nominee at any time and for any reason. Each Member hereby agrees that a Nominee shall, without further action, continue to serve as the Nominee until such time as a different Nominee is appointed in accordance with this Section 13.1.

13.2. Information. Any Member who serves as the Nominee shall keep the Managers reasonably informed of any information about a Beasley related party transaction that such Nominee receives pursuant to Section 5 of the Investor Rights Agreement and shall reasonably respond to any questions relating to Beasley posed to the Nominee by any Manager or Member. Prior to appointing a non-Member to be the Nominee, the Managers shall require such Nominee to agree in writing to act in accordance with the provisions of this Section 13.2 for so long as such non-Member serves as the Nominee.

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ARTICLE XIV

MISCELLANEOUS

14.1. Amendments. This Agreement may be amended from time to time upon the written consent of Members holding a majority of all Units.

14.2. Notices. All notices to the Company or any Member under this Agreement shall be in writing (which shall include documents in .pdf format) and duly signed by the party giving such notice, and transmitted personally, by first class prepaid certified mail to such Member’s mailing or email address set forth on Schedule A of this Agreement, or to any such other mailing or email address as may hereafter be designated by a Member upon giving notice thereof to the Company and each other Member in accordance with this Section 14.2, and copies, which shall not constitute notice, shall also be sent to:

Richard D. Bohm

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

rdbohm@debevoise.com

Stephen F. Lappert

Carter Ledyard & Milburn LLP

2 Wall Street

New York, NY 10005

lappert@clm.com

All notices shall be deemed given when delivered personally or by email or, if mailed, on the third business day following the date of mailing.

14.3. Captions. Paragraph titles or captions contained in this Agreement have been inserted only as a matter of convenience and for reference. They in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

14.4. Counterpart Signatures. This Agreement and any consents required hereunder may be executed in counterparts, all of which, taken together, shall be deemed one original. For purposes of this Agreement, facsimile or electronic signatures shall be considered original signatures.

14.5. Benefit. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their personal representatives, successors and permitted assigns.

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14.6. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE IN THE CASE OF AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

14.7. Severability. Any provision of this Agreement that is invalid or unenforceable because of any inconsistency with relevant law shall be ineffective or unenforceable within such jurisdiction where the relevant law governs, without affecting in any way the remaining provisions hereof.

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IN WITNESS WHEREOF, the Members have hereunto set their hands as of the Distribution.

PETER A BORDES MARITAL TRUST
By:	/s/ Peter A. Bordes, Jr.
Name:	Peter A. Bordes, Jr.
Title:	Trustee
By:	/s/ Stephanie Bordes
Name:	Stephanie Bordes
Title:	Trustee
By:	/s/ Stephen Bordes
Name:	Stephen Bordes
Title:	Trustee
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
2010 DANIEL ALLEN GIFT TRUST
By:	/s/ Stephanie Bordes
Name:	Stephanie Bordes
Title:	Trustee
CRISTINA BORDES 2009 GIFT TRUST
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
CRISTINA BORDES ESBT
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee

LEE BORDES 2013 GRAT #4
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2013 GRAT #5
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2014 GRAT #4
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2014 GRAT #6
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2014 GRAT #7
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2015 GRAT #1
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2015 GRAT #4
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee

LEE BORDES 2015 GRAT #5
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2015 GRAT #6
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2015 GRAT #7
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2016 GRAT #2
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES 2016 GRAT #3
By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
LEE BORDES REVOCABLE TRUST
By:	/s/ Peter A. Bordes, Jr.
Name:	Peter A. Bordes, Jr.
Title:	Trustee
By:	/s/ Stephanie Bordes
Name:	Stephanie Bordes.
Title:	Trustee
By:	/s/ Stephen Bordes
Name:	Stephen Bordes
Title:	Trustee

By:	/s/ Cristina Bordes
Name:	Cristina Bordes
Title:	Trustee
By:	/s/ John D. Bennett
Name:	JP Morgan Chase Bank, N.A.
Title:	Trustee
	Managing Director, JP Morgan
	Chase Bank, N.A.
PETER A. BORDES, JR. 2009 GIFT TRUST
By:	/s/ Peter A. Bordes, Jr.
Name:	Peter A. Bordes, Jr.
Title:	Trustee
PETER A. BORDES, JR. ESBT
By:	/s/ Peter A. Bordes, Jr.
Name:	Peter A. Bordes, Jr.
Title:	Trustee
STEPHANIE BORDES 2009 GIFT TRUST
By:	/s/ Stephanie Bordes
Name:	Stephanie Bordes
Title:	Trustee
STEPHANIE BORDES ESBT
By:	/s/ Stephanie Bordes
Name:	Stephanie Bordes
Title:	Trustee
STEPHEN BORDES 2009 GIFT TRUST
By:	/s/ Stephen Bordes
Name:	Stephen Bordes
Title:	Trustee
STEPHEN BORDES ESBT
By:	/s/ Stephen Bordes
Name:	Stephen Bordes
Title:	Trustee