SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Townsquare Media, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

892231-10-1

(CUSIP Number)

Donna Coleman

Executive Vice President and Chief Financial Officer

The Madison Square Garden Company

Two Pennsylvania Plaza

New York, NY 10121

(212) 465-6000

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

August 16, 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 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. 892231-10-1

1	NAMES OF REPORTING PERSONS The Madison Square Garden Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States (Delaware)
NUMBER OF  SHARES  BENEFICIALLY  OWNED BY  EACH  REPORTING  PERSON  WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,208,139
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,208,139
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,208,139
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1) This calculation is based on 10,477,551 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) of Townsquare Media, Inc., a Delaware corporation (the “Issuer”) outstanding as of August 3, 2016, as described in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission (the “Commission”) on August 4, 2016, plus the 3,208,139 shares of Class A Common Stock purchased by Madison Square Garden Investments, LLC (“MSG Investments”).

CUSIP No. 892231-10-1

1	NAMES OF REPORTING PERSONS MSG Sports & Entertainment, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States (Delaware)
NUMBER OF  SHARES  BENEFICIALLY  OWNED BY  EACH  REPORTING  PERSON  WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,208,139
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,208,139
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,208,139
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This calculation is based on 10,477,551 shares of Class A Common Stock of the Issuer outstanding as of August 3, 2016, as described in the Quarterly Report on Form 10-Q of the Issuer filed with the Commission on August 4, 2016, plus the 3,208,139 shares of Class A Common Stock purchased by MSG Investments.

CUSIP No. 892231-10-1

1	NAMES OF REPORTING PERSONS MSG Entertainment Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States (Delaware)
NUMBER OF  SHARES  BENEFICIALLY  OWNED BY  EACH  REPORTING  PERSON  WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,208,139
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,208,139
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,208,139
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This calculation is based on 10,477,551 shares of Class A Common Stock of the Issuer outstanding as of August 3, 2016, as described in the Quarterly Report on Form 10-Q of the Issuer filed with the Commission on August 4, 2016, plus the 3,208,139 shares of Class A Common Stock purchased by MSG Investments.

CUSIP No. 892231-10-1

1	NAMES OF REPORTING PERSONS MSG Ventures Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States (Delaware)
NUMBER OF  SHARES  BENEFICIALLY  OWNED BY  EACH  REPORTING  PERSON  WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,208,139
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,208,139
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,208,139
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This calculation is based on 10,477,551 shares of Class A Common Stock of the Issuer outstanding as of August 3, 2016, as described in the Quarterly Report on Form 10-Q of the Issuer filed with the Commission on August 4, 2016, plus the 3,208,139 shares of Class A Common Stock purchased by MSG Investments.

CUSIP No. 892231-10-1

1	NAMES OF REPORTING PERSONS Madison Square Garden Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States (Delaware)
NUMBER OF  SHARES  BENEFICIALLY  OWNED BY  EACH  REPORTING  PERSON  WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,208,139
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,208,139
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,208,139
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This calculation is based on 10,477,551 shares of Class A Common Stock of the Issuer outstanding as of August 3, 2016, as described in the Quarterly Report on Form 10-Q of the Issuer filed with the Commission on August 4, 2016, plus the 3,208,139 shares of Class A Common Stock purchased by MSG Investments.

Item 1. Security and Issuer.

The title and class of equity security to which this statement on Schedule 13D (“Schedule 13D”) relates is the Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of Townsquare Media, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 240 Greenwich Ave., Greenwich, CT 06830.

Item 2. Identity and Background.

This Schedule 13D is filed jointly by (i) The Madison Square Garden Company, a Delaware corporation (“MSG”), (ii) MSG Sports & Entertainment, LLC, a Delaware limited liability company, (iii) MSG Entertainment Holdings, LLC, a Delaware limited liability company, (iv) MSG Ventures Holdings, LLC, a Delaware limited liability company, and (v) Madison Square Garden Investments, LLC, a Delaware limited liability company (“MSG Investments”). Each of the entities described in clauses (i) through (v) of the foregoing sentence may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” MSG Investments is a direct wholly-owned subsidiary of MSG Ventures Holdings, LLC. MSG Ventures Holdings, LLC is a direct wholly-owned subsidiary of MSG Entertainment Holdings, LLC. MSG Entertainment Holdings, LLC is a direct wholly-owned subsidiary of MSG Sports & Entertainment, LLC. MSG Sports & Entertainment, LLC is a direct wholly-owned subsidiary of MSG. The Reporting Persons have entered into a joint filing agreement with respect to the filing of this Schedule 13D, dated August 25, 2016, a copy of which is attached as Exhibit 1 hereto.

The address of the principal executive offices of the Reporting Persons is Two Pennsylvania Plaza, New York, New York 10121. MSG is a live sports and entertainment business. The Company classifies its business interests into two reportable segments: MSG Entertainment and MSG Sports. MSG Entertainment presents or hosts live entertainment events and productions, such as concerts, family shows, performing arts and special events, in the Company’s diverse collection of venues. MSG Sports owns and operates professional sports franchises, including, among others, the New York Knicks of the National Basketball Association and the New York Rangers of the National Hockey League, and also promotes, produces and/or presents a broad array of other live sporting events. MSG conducts its business through its subsidiaries, including each of the other Reporting Persons.

As of August 25, 2016, the name, business address, and present principal occupation or employment of each director, executive officer and controlling stockholder, as applicable, of each of the Reporting Persons (each, a “Covered Person” and collectively, the “Covered Persons”) and are set forth on Schedule A attached hereto and incorporated herein by reference. Each of the Covered Persons that is a natural person is a citizen of the United States.

None of the Reporting Persons, nor, to the Reporting Persons’ knowledge, any of the Covered Persons, has during the last five years been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

This Schedule 13D is being filed while the Reporting Persons are in the process of verifying information required herein from their respective Covered Persons. If the Reporting Persons obtain information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change.

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

On August 16, 2016, MSG Investments entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with GE Capital Equity Holdings, LLC, GE Business Financial Services Inc. and AN Capital Corporation (collectively, the “GE Parties”), pursuant to which MSG Investments purchased an aggregate of 3,208,139 shares of Class C Common Stock from the GE Parties for $7.20 per share, or an aggregate of $23,098,600.80, in cash using cash on hand of MSG that was contributed to MSG Investments. Specifically, MSG Investments purchased 2,946,283 shares of Class C Common Stock for $21,213,237.60 from GE Capital Equity Holdings, LLC; 144,284 shares of Class C Common Stock for $1,038,844.80 from GE Business Financial Services Inc.; and 117,572 shares of Class C Common Stock for $846,518.40 from AN Capital Corporation. Upon consummation of the transaction, all of the shares of Class C Common Stock purchased by MSG Investments automatically converted into an equal number of shares of Class A Common Stock pursuant to the Issuer’s certificate of incorporation.

The foregoing description of the Stock Purchase Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the copy of the Stock Purchase Agreement filed as Exhibit 2 hereto and incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 3 of this Schedule 13D is incorporated herein by reference.

The Reporting Persons intend to discuss matters relating to the business and affairs of the Issuer with members of the Issuer’s management and board of directors, and potentially other stockholders. MSG and the Issuer plan to utilize their shared experience in music and live events to explore bookings, sponsorship and marketing opportunities, as well as the potential expansion of the Issuer’s live offerings. The Reporting Persons’ investment in the Issuer will also provide MSG with additional insight into the festival business, which MSG is exploring for purposes of expanding its MSG Entertainment business.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the business relationships described above, the Issuer’s financial position and strategic direction, price levels of shares of the Class A Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, (i) purchasing additional shares of the Class A Common Stock or other financial instruments related to the Issuer, (ii) selling some or all of their shares of the Class A Common Stock, or (iii) pursuing other plans or proposals that relate to, or would result in, any of the matters referred to in subparagraphs (a)-(j), inclusive, of Item 4 of Schedule 13D.

Pursuant to Article V, Section 11 of the Issuer’s certificate of Incorporation, the Issuer may place certain restrictions on the transfer of, and take certain other actions with respect to, the Class A Common Stock held by the Reporting Persons to the extent necessary to avoid a violation of the Communications Act of 1934, as amended, or the rules, regulations and policies promulgated by the Federal Communications Commission and in effect from time to time. Such restrictions may impact the ability of the Reporting Persons to engage in the aforementioned activities. The Issuer’s certificate of incorporation is filed as Exhibit 3 hereto.

Item 5. Interest in Securities of the Issuer.

(a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of August 25, 2016, each of the Reporting Persons is the beneficial owner, and MSG Investments is the direct owner, of 3,208,139 shares of Class A Common Stock, which represents 23.4% of the number of shares of Class A Common Stock outstanding based on 10,477,551 shares of Class A Common Stock outstanding as of August 3, 2016 (as described in the Quarterly Report on Form 10-Q of the Issuer filed with Commission on August 4, 2016) plus the 3,208,139 shares of Class A Common Stock purchased by MSG Investments.

To the Reporting Persons’ knowledge, none of the Covered Persons directly owns any shares of Class A Common Stock as of August 25, 2016; provided, however, that because of each Covered Person’s status as a controlling stockholder, director or executive officer of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by such Reporting Person. Each of the Covered Persons disclaims beneficial ownership of the shares of the Class A Common Stock reported herein pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this Schedule 13D.

(b) The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this Schedule 13D and (ii) Item 5(a) of this Item 5 are incorporated herein by reference. Each of the Reporting Persons has shared power to vote, or direct the vote, and shared power to dispose, or to direct the disposition, with respect to the shares of Class A Common Stock reported for such Reporting Person.

(c) Except for the transaction described in Item 3 of this Schedule 13D, which is incorporated herein by reference, none of the Reporting Persons nor, to their knowledge, any of the Covered Persons, has effected any transactions in Class A Common Stock of the Issuer during the past 60 days.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Class A Common Stock covered by this statement on Schedule 13D.

(e) Not applicable.

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

A copy of the Joint Filing Agreement among the Reporting Persons is attached as Exhibit 1 hereto. The information set forth in Items 2 and 5 of this Schedule 13D are incorporated herein by reference.

On August 16, 2016, MSG Investments and the Issuer entered into a Registration Agreement (the “Registration Agreement”). Pursuant to the Registration Agreement, MSG Investments is entitled, subject to certain conditions, to (i) require that the Issuer register the shares of Class A Common Stock held by MSG Investments on up to two occasions in the aggregate, and (ii) participate in certain registered offerings by the Issuer of its Class A Common Stock. A copy of the Registration Agreement is filed as Exhibit 4 hereto and incorporated herein by reference.

On August 16, 2016, MSG Investments and the Issuer entered into a Letter Agreement (the “Board Observer Letter”), pursuant to which MSG is entitled, subject to certain conditions, to send one representative reasonably acceptable to the Issuer to observe meetings of the Issuer’s board of directors, and any committees thereof, for so long as MSG Investments and its affiliates collectively hold at least 75% of the shares of the Issuer’s equity securities held by them as of August 16, 2016. A copy of the Board Observer Letter is filed as Exhibit 5 hereto and incorporated herein by reference.

The foregoing descriptions of the Registration Agreement and the Board Observer Letter are not, and do not purport to be, complete and are qualified in their entirety by reference to the copies filed as Exhibits and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Exhibit Description
1	Joint Filing Agreement, by and among the Reporting Persons, dated August 25, 2016.*
2	Stock Purchase Agreement*
3	Certificate of Incorporation of the Issuer (Exhibit 3.1 to Amendment No. 2 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on July 14, 2014 (Registration No. 333-197002)).†
4	Registration Agreement*
5	Board Observer Letter*

* Filed herewith.

† Incorporated herein by reference.

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.

Dated: August 25, 2016

THE MADISON SQUARE GARDEN COMPANY
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer
MSG SPORTS & ENTERTAINMENT, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer
MSG ENTERTAINMENT HOLDINGS, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer
MSG VENTURES HOLDINGS, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer
MADISON SQUARE GARDEN INVESTMENTS, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer

SCHEDULE A

THE MADISON SQUARE GARDEN COMPANY

Directors

Name	Present Principal Occupation	Present Business Address
James L. Dolan	Executive Chairman, MSG;	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
	Executive Chairman, MSG Networks Inc.	MSG Networks Inc. Eleven Pennsylvania Plaza New York, New York 10001
Charles F. Dolan	Executive Chairman, AMC Networks Inc.	c/o Dolan Family Office 340 Crossways Park Drive Woodbury, New York 11797
Charles P. Dolan	Employee, Knickerbocker Group LLC	c/o Knickerbocker Group LLC Two Pennsylvania Plaza New York, New York 10121
Kristin A. Dolan	Chief Executive Officer, DataCo Ventures LLC	c/o Knickerbocker Group LLC Two Pennsylvania Plaza New York, New York 10121
Thomas C. Dolan	Director, MSG; Director, AMC Networks Inc.; Director, MSG Networks Inc.	c/o Dolan Family Office 340 Crossways Park Drive Woodbury, New York 11797
Brian G. Sweeney	Director, MSG; Director, AMC Networks Inc.; Director, MSG Networks Inc.	c/o Dolan Family Office 20 Audrey Avenue, 1st Floor Oyster Bay, New York 11771
Wilt Hildenbrand	Director, MSG; Director, MSG Networks Inc.	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Alan D. Schwartz	Executive Chairman, Guggenheim Partners, LLC	Guggenheim Partners, LLC 330 Madison Avenue, 15th Floor New York, New York 10017
Vincent Tese	Executive Chairman, Florida Community Bank	c/o Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas, 26th Floor New York, New York 10036
Richard D. Parsons	Senior Advisor, Providence Equity Partners LLC	Providence Equity Partners LLC 9 West 57th Street, Suite 4700 New York, New York 10019
Nelson Peltz	Chief Executive Officer and Partner, Trian Fund Management, L.P.	Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017
Scott M. Sperling	Co-President, Thomas H. Lee Partners, L.P.	Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, Massachusetts 02110

Officers

Name	Present Principal Occupation	Present Business Address
James L. Dolan	Executive Chairman, MSG;	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
	Executive Chairman, MSG Networks Inc.	MSG Networks Inc. Eleven Pennsylvania Plaza New York, New York 10001
David O’Connor	President and Chief Executive Officer	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Donna Coleman	Executive Vice President and Chief Financial Officer	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Lawrence J. Burian	Executive Vice President, General Counsel and Secretary, MSG;	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
	Executive Vice President, General Counsel and Secretary, MSG Networks Inc.	MSG Networks Inc. Eleven Pennsylvania Plaza New York, New York 10001
Joseph F. Yospe	Senior Vice President and Controller	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Robert J. Lynn	Senior Vice President and Treasurer	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121

Controlling Stockholders

Charles F. Dolan, members of his family and related family entities (the “Dolan Family Group”), by virtue of their ownership of the Class B common stock of MSG, are able collectively to control stockholder decisions on matters on which holders of Class A common stock and Class B common stock of MSG vote together as a single class, and to elect up to 75% of MSG’s board of directors. The members of the Dolan Family Group are parties to a stockholders agreement which has the effect of causing the voting power of the Class B stockholders to be cast as a block on all matters to be voted on by holders of Class B common stock. For further information, please see the Schedule 13D in respect of MSG filed by the Dolan Family Group with the Commission on October 9, 2015.

The Dolan Family Group includes each of the following members: Charles F. Dolan, individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust (the “CFD 2009 Trust”); Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2009 Revocable Trust (the “HAD 2009 Trust”); James L. Dolan; Thomas C. Dolan; Patrick F. Dolan; Kathleen M. Dolan, individually and as a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan, the Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, the Charles F. Dolan Children Trust FBO Marianne Dolan Weber, the Charles F. Dolan Children Trust FBO Patrick F. Dolan, the Charles F. Dolan Children Trust FBO Thomas C. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan (hereinafter collectively referred to as the “Dolan Children Trusts” and individually, a “Dolan Children Trust”), and as sole Trustee of the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust; Marianne E. Dolan Weber; Deborah A. Dolan-Sweeney; Dolan Children Trust FBO Kathleen M. Dolan; Dolan Children Trust FBO Marianne Dolan Weber; Dolan Children Trust FBO Deborah Dolan-Sweeney; Dolan Children Trust FBO James L. Dolan; Dolan Children Trust FBO Thomas C. Dolan; Dolan Children Trust FBO Patrick F. Dolan; the Charles F. Dolan 2009 Family Trust FBO James L. Dolan; the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan; the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan; the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan; the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber; the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney; Ryan Dolan 1989 Trust; and Tara Dolan 1989 Trust. The reporting persons under the Dolan Family Group Schedule 13D also include the following trustees of Dolan Family Group members (“Other Reporting Trustees”): David M. Dolan, as a Trustee of the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, the Charles F. Dolan 2009 Family Trust FBO Marianne E. Dolan Weber, the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan and the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney (collectively, the “2009 Family Trusts” and individually, a “2009 Family Trust”); and Mary S. Dolan, as a Trustee of the Dolan Children Trusts FBO Deborah Dolan-Sweeney and Patrick F. Dolan, and each of the 2009 Family Trusts.

The business address of each member of the Dolan Family Group and each Other Reporting Trustee is:

Each of:

Charles F. Dolan;

Helen A. Dolan;

Thomas C. Dolan; and

Deborah A. Dolan-Sweeney:

c/o Dolan Family Office

Attention: President

340 Crossways Park Drive

Woodbury, New York 11797

Patrick F. Dolan:

c/o News 12 Networks

One Media Crossways

Woodbury, New York 11797

James L. Dolan:

c/o Knickerbocker Group LLC

Attention: Scott Metsch

PO Box 420

Oyster Bay, New York 11771

Kathleen M. Dolan:

c/o MLC Ventures LLC

Attention: Richard Baccari

PO Box 1014

Yorktown Heights, New York 10598

Marianne Dolan Weber:

c/o MLC Ventures LLC

Attention: Richard Baccari

PO Box 1014

Yorktown Heights, New York 10598

David M. Dolan:

7 Glenmaro Lane

St. Louis, Missouri 63131.

Mary S. Dolan:

300 So. Riverside Plaza

Suite 1480

Chicago, Illinois 60606.

Trusts:

Dolan Children Trust FBO Kathleen M. Dolan is a trust established under the laws of the State of Illinois for the benefit of Kathleen M. Dolan and has an address of c/o MLC Ventures LLC, Attention: Richard Baccari, PO Box 1014, Yorktown Heights, NY 10598.

Dolan Children Trust FBO Marianne Dolan Weber is a trust established under the laws of the State of Illinois for the benefit of Marianne Dolan Weber and has an address of c/o MLC Ventures LLC, Attention: Richard Baccari, PO Box 1014, Yorktown Heights, New York 10598.

Dolan Children Trust FBO Deborah Dolan-Sweeney is a trust established under the laws of the State of Illinois for the benefit of Deborah A. Dolan-Sweeney and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

Dolan Children Trust FBO James L. Dolan is a trust established under the laws of the State of Illinois for the benefit of James L. Dolan and has an address of c/o Knickerbocker Group LLC, attention: Scott Metsch, PO Box 420, Oyster Bay, New York 11771.

Dolan Children Trust FBO Thomas C. Dolan is a trust established under the laws of the State of Illinois for the benefit of Thomas C. Dolan and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

Dolan Children Trust FBO Patrick F. Dolan is a trust established under the laws of the State of Illinois for the benefit of Patrick F. Dolan and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

2009 Family Trust FBO James L. Dolan is a trust established under the laws of the State of New York for the benefit of James L. Dolan and has an address of c/o Knickerbocker Group LLC, attention: Scott Metsch, PO Box 420, Oyster Bay, New York 11771.

2009 Family Trust FBO Thomas C. Dolan is a trust established under the laws of the State of New York for the benefit of Thomas C. Dolan and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

2009 Family Trust FBO Patrick F. Dolan is a trust established under the laws of the State of New York for the benefit of Patrick F. Dolan and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

2009 Family Trust FBO Kathleen M. Dolan is a trust established under the laws of the State of New York for the benefit of Kathleen M. Dolan and has an address of c/o MLC Ventures LLC, Attention: Richard Baccari, PO Box 1014, Yorktown Heights, New York 10598.

2009 Family Trust FBO Marianne Dolan Weber is a trust established under the laws of the State of New York for the benefit of Marianne Dolan Weber and has an address of c/o MLC Ventures LLC, Attention: Richard Baccari, PO Box 1014, Yorktown Heights, New York 10598.

2009 Family Trust FBO Deborah A. Dolan-Sweeney is a trust established under the laws of the State of New York for the benefit of Deborah A. Dolan-Sweeney and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

Ryan Dolan 1989 Trust is a trust established under the laws of the State of New York for the benefit of Ryan Dolan and has an address of c/o Knickerbocker Group LLC, attention: Scott Metsch, PO Box 420, Oyster Bay, New York 11771.

Tara Dolan 1989 Trust is a trust established under the laws of the State of New York for the benefit of Tara Dolan and has an address of c/o Dolan Family Office, attention: President, 340 Crossways Park Drive, Woodbury, New York 11797.

The principal occupation of each individual member of the Dolan Family Group and Other Reporting Trustee is:

Charles F. Dolan is a director of MSG, Executive Chairman and a director of AMC Networks Inc. (“AMC”) and a director of MSG Networks Inc. (“MSG Networks”). AMC’s principal business address is 11 Pennsylvania Plaza, New York, New York 10001. Helen A. Dolan is his wife and is not currently employed. Charles F. Dolan is the Trustee of the CFD 2009 Trust. Helen A. Dolan is the Trustee of the HAD 2009 Trust.

James L. Dolan is Executive Chairman of both MSG and MSG Networks and a director of MSG, MSG Networks and AMC. MSG’s principal business address is Two Pennsylvania Plaza, New York, New York 10121.

Thomas C. Dolan is a director of MSG, AMC and MSG Networks. MSG’s principal business address is Two Pennsylvania Plaza, New York, New York 10121.

Patrick F. Dolan is President of News 12 Networks, a subsidiary of Altice NV, a majority owner of Newsday Media, and a director of AMC. News 12 Networks’ principal business address is One Media Crossways, Woodbury, New York 11797.

Kathleen M. Dolan is the founder of Purple Crayon Productions Inc., a community art and music center, 2095 Pomfret Road, South Pomfret, Vermont 05067. She is a Trustee of each of the Dolan Children Trusts, the Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust.

Marianne Dolan Weber is a director of AMC. AMC’s principal business address is 11 Pennsylvania Plaza, New York, New York 10001.

Deborah A. Dolan-Sweeney is a former director of Cablevision Systems Corporation and MSG and is not currently employed.

David M. Dolan is a retired attorney and is currently the Chairman of the board of Citizens National Bank of Greater St. Louis, 7305 Manchester Road, Maplewood, Missouri 63143. He is a Trustee of each of the 2009 Family Trusts and each of the CFD 2010 Grandchildren Trusts.

Mary S. Dolan is the Co-Director of Legal Services at the Lifespan Center for Legal Services, 20 E. Jackson Blvd, Suite 500, Chicago, Illinois 60604. She is a Trustee of each of the 2009 Family Trusts and the Dolan Children Trusts FBO Deborah Dolan-Sweeney and Patrick F. Dolan.

MSG SPORTS & ENTERTAINMENT, LLC

MSG ENTERTAINMENT HOLDINGS, LLC

MSG VENTURES HOLDINGS, LLC

MADISON SQUARE GARDEN INVESTMENTS, LLC

The following individuals have been appointed as officers of each of MSG Sports & Entertainment, LLC, MSG Entertainment Holdings, LLC, MSG Ventures Holdings, LLC, and Madison Square Garden Investments, LLC:

Name	Present Principal Occupation	Present Business Address
James L. Dolan	Executive Chairman, MSG;	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
	Executive Chairman, MSG Networks Inc.	MSG Networks Inc. Eleven Pennsylvania Plaza New York, New York 10001
David O’Connor	President and Chief Executive Officer	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Donna Coleman	Executive Vice President and Chief Financial Officer	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Lawrence J. Burian	Executive Vice President, General Counsel and Secretary, MSG;	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
	Executive Vice President, General Counsel and Secretary, MSG Networks Inc.	MSG Networks Inc. Eleven Pennsylvania Plaza New York, New York 10001
Joseph F. Yospe	Senior Vice President and Controller	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Robert J. Lynn	Senior Vice President and Treasurer	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Marc Schoenfeld	Senior Vice President and Assistant Secretary	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121
Mark C. Cresitello	Senior Vice President and Assistant Secretary	The Madison Square Garden Company Two Pennsylvania Plaza New York, New York 10121

EXHIBIT INDEX

Exhibit No.	Exhibit Description
1	Joint Filing Agreement, by and among the Reporting Persons, dated August 25, 2016.*
2	Stock Purchase Agreement*
3	Certificate of Incorporation of the Issuer (Exhibit 3.1 to Amendment No. 2 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on July 14, 2014 (Registration No. 333-197002)). †
4	Registration Agreement*
5	Board Observer Letter*

* Filed herewith.

† Incorporated herein by reference.

EX-1

Exhibit 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.01 per share, of Townsquare Media, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: August 25, 2016

THE MADISON SQUARE GARDEN COMPANY
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer
MSG SPORTS & ENTERTAINMENT, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer
MSG ENTERTAINMENT HOLDINGS, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer
MSG VENTURES HOLDINGS, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer
MADISON SQUARE GARDEN INVESTMENTS, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer

EX-2

Exhibit 2

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of August 16, 2016, by and among (i) Madison Square Garden Investments, LLC, a Delaware limited liability company (the “Purchaser”), and (ii) each of the entities listed as a “Seller” on Exhibit A hereto (together, the “Sellers,” and each, a “Seller”).

RECITALS

A. The Purchaser desires to purchase from the Sellers 3,208,139 shares of Class C Common Stock of Townsquare Media, Inc., a Delaware corporation (the “Company”), which shares will convert into 3,208,139 shares of Class A Common Stock of the Company upon transfer to the Purchaser pursuant to Article 5, Section 1 of the Company’s certificate of incorporation (as used in this Agreement, the term “Shares” refers to 3,208,139 shares of Class C Common Stock owned by the Sellers prior to the sale to the Purchaser and to the 3,208,139 shares of Class A Common Stock received by the Purchaser upon the sale to the Purchaser hereunder).

B. The Sellers desire to sell, assign, transfer and convey to the Purchaser, and the Purchaser desires to purchase from the Sellers, all of the Sellers’ rights, titles and interests in and to the Shares in accordance with the terms and provisions of this Agreement.

C. Prior to the execution of this Agreement, each of the Sellers and the Purchaser have received a duly executed Waiver under Registration Agreement from the Company, OCM POF IV AIF GAP Holdings, L.P. (“OCM POF Fund”) and OCM PF/FF Radio Holdings PT, L.P. (“OCM PF/FF Fund” and, together with OCM POF Fund, “OCM”), pursuant to which the Company and OCM have agreed to waive the requirement contained in that certain Second Amended and Restated Registration Agreement, dated July 29, 2014 (the “Registration Agreement”), among the Company, OCM and the Sellers, that the Purchaser execute and deliver to the Company a counterpart to the Registration Agreement agreeing to be bound by its terms.

NOW THEREFORE, in consideration of the mutual agreements, covenants, representations, warranties and indemnities contained in this Agreement, the Purchaser and the Sellers agree as follows:

ARTICLE 1

PURCHASE AND SALE OF THE SHARES

Section 1.1 Purchase and Sale of the Shares. The Sellers will sell and transfer to the Purchaser, and the Purchaser will purchase from the Sellers, the Shares, free and clear of any lien, pledge, mortgage, security interest or other encumbrance or charge of any kind, whether arising by agreement, operation of law or otherwise (collectively, “Liens”) other than the transfer restrictions described in Section 2.8 of this Agreement. The purchase price for the Shares shall be $7.20 per share, an aggregate of $23,098,600.80 (the “Purchase Price”).

Section 1.2 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of General Electric Company, 201 Merritt 7, Norwalk, CT 06851 at 10:00 A.M. New York time on the date hereof (the “Closing Date”).

Section 1.3 Closing Deliveries.

(a) Purchaser Deliveries.

(i) On or prior to the date hereof, the Purchaser delivered to the Company an ownership certification in the form contemplated by Article 5, Section 3 of the Company’s certificate of incorporation.

(ii) On or prior to the date hereof, the Purchaser delivered to the Sellers a properly completed Internal Revenue Service Form W-9.

(iii) At the Closing, the Purchaser shall deliver the Purchase Price by wire transfer of immediately available funds into an account designated by the Sellers (which shall be designated by the Sellers at least three (3) business days prior to the Closing Date).

(b) Seller Deliveries. At the Closing, each Seller shall deliver to the Purchaser the following duly executed documents:

(i) written confirmation from American Stock Transfer & Trust Company, LLC of the issuance of 3,208,139 shares of Class A Common Stock to the Purchaser;

(ii) a certificate of non-foreign status in a form attached as Exhibit B with respect to such Seller (or if the Seller is a disregarded entity for U.S. federal income tax purposes, the direct owner or the first indirect owner of such Seller that is not a disregarded entity for U.S. federal income tax purposes); and

(iii) a properly completed Internal Revenue Service Form W-9.

Section 1.4 Effectiveness. The sale, transfer, conveyance, assignment and delivery of the Shares shall be effective concurrently with the receipt of the Purchase Price by the Seller.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to each of the Sellers, as of the date hereof, as follows:

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Section 2.1 Organization, Good Standing, Authorization. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Purchaser has full power and authority to execute, deliver and enter into this Agreement and to purchase the Shares to be sold, transferred and assigned to the Purchaser hereunder. The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

Section 2.2 No Conflicts. No court or governmental injunction, order or decree affecting the Purchaser and prohibiting the execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby is in effect, and none of the terms of this Agreement, the execution and delivery of this Agreement by the Purchaser, or the consummation of the transactions contemplated hereby will result in a violation of any provision of the charter or organizational documents of the Purchaser, or conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute a material default under, any material lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Purchaser is a party.

Section 2.3 Consents, Approvals, etc. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, remains to be obtained or is otherwise required to be obtained by the Purchaser in connection with the authorization, execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, the sale, transfer and assignment of the Shares.

Section 2.4 Accredited Investor. The Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser is purchasing the Shares to be sold, transferred and assigned to it hereunder for its own account and for investment purposes and not with a view toward, or for sale in connection with, any distribution thereof in violation of the registration requirements of the Securities Act. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third person or entity, with respect to the Shares.

Section 2.5 Ability to Bear Risks of Investment. The Purchaser confirms that it is able to (i) bear the economic risk of its investment in the Shares, (ii) hold the Shares for an indefinite period of time and (iii) bear a complete loss of the Purchaser’s investment.

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Section 2.6 Investment Experience. By reason of the Purchaser’s business or financial experience, the Purchaser has the capacity to make an informed investment decision with respect to its acquisition of the Shares. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make such an informed investment decision with respect to its acquisition of the Shares.

Section 2.7 Company Information. The Purchaser understands that the Company is a publicly reporting company subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) and its reports, including on form 10-K, 10-Q and 8-K, are available on the website of the Securities and Exchange Commission (the “Commission”). The Purchaser acknowledges that the Shares have been offered to it in direct communication between the Purchaser and the Sellers and not through any advertisement or general solicitation of any kind. The Purchaser acknowledges that the Sellers may be, and the Purchaser is proceeding on the assumption that the Sellers are, in possession of material, non-public information concerning the Company (the “Information”) which is not or may not be known to the Purchaser and that the Sellers have not disclosed to the Purchaser. The Purchaser is voluntarily assuming all risks associated with the purchase of the Shares and expressly warrants and represents (i) the Sellers have not made, and the Purchaser disclaims the existence of or its reliance on, any representation by the Sellers or its affiliates concerning the Company or the Shares (except as set forth in Article 3) and (ii) the Purchaser is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof (except as set forth in Article 3), in connection with or arising out of the purchase of the Shares, and therefore has no claims against the Sellers with respect thereto. If any such claim may exist, the Purchaser, recognizing its disclaimer of reliance and the Sellers’ reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Sellers or any of their officers, directors, shareholders, partners, representatives, agents or affiliates. The Sellers shall have no liability, and the Purchaser waives and releases any such claim that it might have against the Sellers or their officers, directors, shareholders, partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on the Sellers’ knowledge, possession or non-disclosure to the Purchaser of the Information.

Section 2.8 No Registration and Transfer Restrictions. The Purchaser is aware that the Shares have not been registered under the Securities Act or any state security or “blue sky” laws and that the Seller is making no representation as to the ability to transfer the Shares under applicable federal and state securities laws. The Purchaser is aware that the Shares will bear a legend to the effect that they may not be sold except pursuant to a registration or an exemption from registration under applicable federal and state securities laws. The Purchaser is aware that the Company’s certificate of incorporation contains certain restrictions and limitations with respect to the ownership and the Purchaser’s right to transfer the Shares.

Section 2.9 Financial Advisors. No person or entity (a) has acted, directly or indirectly, as a broker, finder or financial advisor for the Purchaser in connection with the transactions contemplated by this Agreement, or (b) is entitled to any fee or commission or like payment in respect thereof for which, in respect of both clauses (a) and (b), the Sellers may be liable.

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Section 2.10 Limited Market. The Purchaser acknowledges that no market for the Shares currently exists, and a limited market for the shares of Class A common stock into which the Shares are convertible currently exists. The Purchaser acknowledges that it may find it impossible to liquidate its investment at a time when it may be desirable to do so, or at any other time.

Section 2.11 Independent Appraisal. The Purchaser acknowledges that a limited market currently exists for the shares of Class A Common Stock that the Purchaser will receive in connection with the transactions contemplated hereby. The Purchaser has evaluated the merits and risks of purchasing the Shares on the terms set forth in this Agreement on its own and without reliance upon the Sellers (other than with respect to the Sellers’ representations, warranties and covenants set forth herein).

Section 2.12 Sole Representations and Warranties. The representations and warranties set forth in this Article 2 are the only representations and warranties made by the Purchaser in connection with the transactions contemplated hereby and supersede any and all previous written or oral statements by the Purchaser or any of its agents.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each of the Sellers, severally, and not jointly or jointly and severally, hereby represents and warrants to the Purchaser, with respect to such Seller and the Shares being sold by such Seller only, and not with respect to any other the Seller or Shares, as of the date hereof, as follows:

Section 3.1 Organization, Good Standing, Authorization. The Seller is a corporation or limited liability company (as applicable) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. The Seller has full power and authority to execute, deliver and enter into this Agreement and to sell the Shares to be sold, transferred and assigned to the Purchaser by it hereunder. The execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

Section 3.2 Ownership of the Shares. The Seller owns, beneficially and of record, the Shares set forth opposite its name on Exhibit A hereto, as applicable, free and clear of any Liens, other than the transfer restrictions described in Section 2.8 of this Agreement. Such Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this

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Agreement, and such sale, transfer, assignment and delivery will convey to the Purchaser, and the Purchaser shall receive, good and marketable title to the Shares, free and clear of any and all Liens other than the transfer restrictions described in Section 2.8 of this Agreement. Other than the Shares and the agreements described in Section 2.8, neither the Seller, nor any of its affiliates, owns, directly or indirectly, any other rights of any kind with respect to any equity interest in the Company and any option with respect thereto or derivative in respect thereof.

Section 3.3 No Conflicts. No court or governmental injunction, order or decree affecting the Seller and prohibiting the execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby is in effect, and none of the terms of this Agreement, the execution and delivery of this Agreement by the Seller, or the consummation of the transactions contemplated hereby will result in a violation of any provision of the charter or organizational documents of the Seller, or conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a material default under, any material lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Seller is a party.

Section 3.4 Consents, Approvals, etc. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, remains to be obtained or is otherwise required to be obtained by the Seller in connection with the authorization, execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, the sale, transfer and assignment of the Shares.

Section 3.5 Financial Advisors. No person or entity (a) has acted, directly or indirectly, as a broker, finder or financial advisor for the Seller in connection with the transactions contemplated by this Agreement, or (b) is entitled to any fee or commission or like payment in respect thereof, for which, in respect of both clauses (a) and (b), the Purchaser may be liable.

Section 3.6 Litigation. As of the date hereof, there are no claims, actions, suits, audits, investigations or proceedings of any nature, in law or in equity, pending or threatened, by or before any court, tribunal, arbitrator or other governmental authority (“Legal Proceedings”) pending or, to the Seller’s knowledge, threatened against any of the Sellers that would reasonably be expected to affect the legality, validity or enforceability of this Agreement against any Seller or its ability to perform its obligations hereunder. As of the date hereof, there are no Legal Proceedings pending or, to the Seller’s knowledge, threatened relating to the Shares.

Section 3.7 Agreements. The only agreements to which the Sellers or their affiliates are parties relating to the Company or the Shares are set forth in Exhibit C. None of these agreements will be obligations of the Purchaser or any holder of the Shares.

Section 3.8 Sole Representations and Warranties. The representations and warranties set forth in this Article 3 and in any certificates and other documents delivered or to be delivered by the Seller pursuant hereto are the only representations and warranties made or to be made by the Seller in connection with the transactions contemplated hereby and supersede any and all previous written or oral statements by the Seller or any of its agents.

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ARTICLE 4

COVENANTS

Section 4.1 Further Assurances. Each of the Purchaser and the Sellers shall execute such further documents and do any and all such further things following the Closing as may be necessary to implement and carry out the intent of this Agreement.

Section 4.2 Certain Fees. Each party shall be responsible for any fees and expenses incurred by it in connection with the transactions contemplated by this Agreement.

Section 4.3 FCC Matters. The Purchaser acknowledges that, under Article 5, Section 11 of the Company’s certificate of incorporation, the Company has the right to take certain actions (including, without limitation, exchanging transferred shares for non-voting securities, warrants or other securities) to the extent necessary to avoid certain FCC regulatory limitations or violations. The Purchaser has furnished the Company with any information reasonably requested by the Company as provided under Article 5, Section 10 of the Company’s certificate of incorporation.

Section 4.4 Public Announcements. The Purchaser and the Sellers shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to this Agreement or the transactions contemplated hereby, and shall not issue any such press release or make any such public statement without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by law, court process or any listing agreement with or rules of any recognized national stock exchange. The parties have agreed upon the form of press release announcing the sale of the Shares.

ARTICLE 5

INDEMNIFICATION

Section 5.1 Survival. The representations and warranties of the Sellers and the Purchaser contained in or made pursuant to this Agreement shall survive in full force and effect until the first anniversary of the time at which such representations and warranties were made, at which time they shall terminate and no claims shall be made for indemnification under Sections 5.2 or 5.3 thereafter; provided, however, that the representations and warranties made in Section 2.1 (Organization, Good Standing, Authorization), Section 2.2 (No Conflicts), Section 2.4 (Accredited Investor), Section 2.9 (Financial Advisors), Section 3.1 (Organization, Good Standing, Authorization), Section 3.2 (Ownership of the Shares), Section 3.3 (No Conflicts), Section 3.5 (Financial Advisors) and Section 3.7 (Agreements) shall survive in full force and effect until the fifth anniversary of the time at which such representations and warranties were made, at which time they shall terminate (and no claims shall be made for indemnification under Sections 5.2 or 5.3 thereafter).

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Section 5.2 Indemnification by each Seller. From and after the Closing, and subject to the terms of this Agreement, each Seller, severally, and neither jointly nor jointly and severally, shall for itself only and not with respect to any other Seller, and only with respect to the Shares to be sold by such Seller hereunder, indemnify and hold harmless the Purchaser and its affiliates (collectively, the “Purchaser Indemnified Parties”) against, and reimburse any Purchaser Indemnified Party for, all losses, liabilities, demands, damages, obligations, settlement amounts, out-of-pocket costs and expenses (including, without limitation, the reasonable fees of outside counsel) that are actually imposed on or otherwise actually incurred or suffered by the specified person (collectively, “Losses”) that such Purchaser Indemnified Party may suffer or incur, or become subject to, as a result of (a) the failure of any representations or warranties made by such Seller in this Agreement to be true and correct as of the Closing and (b) any breach or failure by such Seller to perform any of its covenants or agreements contained in this Agreement.

Section 5.3 Indemnification by the Purchaser. From and after the Closing, and subject to the terms of this Agreement, the Purchaser shall indemnify and hold harmless the Sellers and their affiliates (collectively, the “Seller Indemnified Parties”) against, and reimburse any Seller Indemnified Party for, all Losses that such Seller Indemnified Party may suffer or incur, or become subject to, as a result of (a) the failure of any representations or warranties made by the Purchaser in this Agreement to be true and correct as of the Closing and (b) any breach or failure by the Purchaser to perform any of its covenants or agreements contained in this Agreement.

Section 5.4 Limitation on Liability. Notwithstanding anything in this Agreement to the contrary, the aggregate indemnification obligations of any Seller under this Article 5 shall in no event exceed the portion of the Purchase Price received by such Seller pursuant to this Agreement.

ARTICLE 6

MISCELLANEOUS

Section 6.1 Notices. All notices and other communications under or by reason of this Agreement shall be in writing and shall be deemed to have been duly given or made (a) when personally delivered, (b) when delivered by e-mail transmission with receipt confirmed (followed by delivery of an original by another delivery method provided for in this Section 6.1), or (c) one (1) business day after deposit with overnight courier service or, in each case to the addresses and attention parties indicated below (or such other address, e-mail address or attention party as the recipient party has specified by prior notice given to the sending party in accordance with this Section 6.1):

If to a Seller:

GE Capital Equity Holdings, LLC

201 Merritt 7

Norwalk, CT 06851

Attention: Gail Pflederer, General Counsel

E-mail: gail.pflederer@ge.com

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

General Electric Company

201 Merritt 7

Norwalk, CT 06851

Attention: Roberto Zapata, Executive Counsel – M&A

E-mail: roberto.zapata2@ge.com

If to the Purchaser:

Madison Square Garden Investments, LLC

c/o The Madison Square Garden Company

Two Pennsylvania Plaza

New York, NY 10121

Attention: Lawrence J. Burian, Executive Vice President, General Counsel

E-mail: lawrence.burian@msg.com

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

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: John P. Mead

E-mail: meadj@sullcrom.com

Section 6.2 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns. No party hereto may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party; provided, however, that any party may assign this Agreement and any or all rights and obligations under this Agreement to any of its affiliates upon prior written notice to the other parties hereto; provided further that no such assignment shall release any party from any liability under this Agreement. Any attempted assignment in violation of this Section 6.2 shall be void ab initio.

Section 6.3 Survival of Representations and Warranties. All representations and warranties of the parties to this Agreement shall survive the sale, transfer, conveyance, assignment and delivery of the Shares.

Section 6.4 Entire Agreement. This Agreement, together with the Exhibits hereto, sets forth the entire agreement and understanding among the parties as to the subject matter hereof and

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merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. This Agreement may be amended only by mutual written agreement of the Sellers and the Purchaser, and a party may take any action herein prohibited or omit to take any action herein required to be performed by it, and any breach of any covenant, agreement, warranty or representation may be waived, only if such party has obtained the written consent or waiver of the other party.

Section 6.5 Governing Law. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to any law or rule that would cause the laws of any jurisdiction other than the State of New York to be applied.

Section 6.6 Dispute Resolution; Consent to Jurisdiction. Any claim or action by any of the parties hereto that may be based upon, arise out of or relate or be incidental to this Agreement will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party hereto irrevocably and unconditionally:

(i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any such actions or claims and for recognition and enforcement of any judgment in respect thereof, and agrees that all such actions or claims shall be heard and determined in such courts;

(ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any such actions or claims; and

(iii) agrees that the mailing by certified or registered mail, return receipt requested, to the persons listed in Section 6.1 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party hereto from making service of process by any means authorized by the laws of the State of New York.

Section 6.7 Waiver of Jury Trial. To the maximum extent permitted by law, each party hereto irrevocably and unconditionally waives any right to trial by jury in any forum in respect of any action or claim hereunder and covenants that neither it nor any of its affiliates or representatives will assert (whether as plaintiff, defendant or otherwise) any right to such trial by jury. Each party certifies and acknowledges that (a) such party has considered the implications of this waiver, (b) such party makes this waiver voluntarily and such waiver constitutes a material inducement upon which such party is relying and will rely in entering into this Agreement. Each party may file an original counterpart or a copy of this Section 6.7 with any court as written evidence of the consent of each party to the waiver of its right to trial by jury.

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Section 6.8 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached and that an award of money damages would be inadequate in such event. Accordingly, it is acknowledged that the parties hereto shall be entitled to equitable relief, without proof of actual damages or the requirement to post a bond, including an injunction or an order for specific performance to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which the parties hereto are entitled at law or in equity as a remedy for any such breach or threatened breach.

Section 6.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Facsimiles, e-mail transmission of .pdf signatures or other electronic copies of signatures shall be deemed to be originals.

Section 6.10 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application of such provision to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

Section 6.11 Construction. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, the parties agree that this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 6.12 Interpretation. Where a reference in this Agreement is made to an Article, Section or Exhibit, such reference shall be to an Article, Section or Exhibit to this Agreement unless otherwise indicated. Reference herein to a particular person includes such person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable contract. Reference to a particular contract (including this Agreement), document or instrument means such contract, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Any reference to a particular law means such law as amended, modified or supplemented (including all rules and regulations promulgated thereunder) and, unless otherwise provided, as in effect from time to time. The terms “cash” and “$” mean United States Dollars. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph or clause of, this Agreement.

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Section 6.13 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date and year first set forth above.

SELLERS: AN CAPITAL CORPORATION
By:	/s/ Karen A. Austin
	Name:	Karen A. Austin
	Title:	Authorized Signatory

GE BUSINESS FINANCIAL SERVICES INC.
By:	/s/ Karen A. Austin
	Name:	Karen A. Austin
	Title:	Vice President

GE CAPITAL EQUITY HOLDINGS, LLC
By:	/s/ Karen A. Austin
	Name:	Karen A. Austin
	Title:	Vice President

PURCHASER: MADISON SQUARE GARDEN INVESTMENTS, LLC
By:	/s/ Donna Coleman
	Name:	Donna Coleman
	Title:	EVP and Chief Financial Officer

[Signature Page to Stock Purchase Agreement]

EXHIBIT A

SELLERS

Seller	Number of Shares		Total Purchase Price
GE Capital Equity Holdings, LLC (formerly known as GE Capital Equity Holdings, Inc.)		2,946,283	$	21,213,237.60
GE Business Financial Services Inc.		144,284	$	1,038,844.80
AN Capital Corporation (formerly known as Antares Capital Corporation)		117,572	$	846,518.40
TOTAL		3,208,139	$	23,098,600.80

EXHIBIT B

FIRPTA CERTIFICATE

CERTIFICATION OF NON-FOREIGN STATUS

Reference is made to the Stock Purchase Agreement, dated August 16, 2016 (the “Purchase Agreement”), by and among Madison Square Garden Investments, LLC (the “Purchaser”), [                                ] (the “Seller”), and the other parties named therein.

To inform the Purchaser that withholding of tax is not required upon any disposition of a U.S. real property interest by the Seller pursuant to the Purchase Agreement, the undersigned hereby certifies the following on [its own behalf / behalf of the Seller]:

1. [It is the sole owner of the Seller, a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations, and therefore it is treated for U.S. tax purposes (including Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”)) as the transferor of any property owned by the Seller;]

2. [It / The Seller] is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in [the Code / the Internal Revenue Code of 1986, as amended,] and the Income Tax Regulations);

3. [It / The Seller] is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations;

4. [Its / The Seller’s] U.S. employer identification number is [                                ]; and

5. [Its / The Seller’s] office address is: [                                ].

The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the Purchaser and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of [the undersigned / the Seller].

Dated: August 16, 2016

[                                         ]
By:
	Name: Title:

EXHIBIT C

AGREEMENTS

1. Second Amended and Restated Registration Agreement, dated July 29, 2014, by and among (i) Townsquare Media, Inc., (ii) OCM POF IV AIF GAP Holdings, L.P., (iii) OCM PF/FF Radio Holdings PT, L.P., (iv) GE Capital Equity Holdings, LLC (formerly known as GE Capital Equity Holdings, Inc.), (v) GE Business Financial Services, Inc., (vi) AN Capital Corporation (formerly known as Antares Capital Corporation), and (vii) the other parties signatory thereto.

2. Letter Agreement, dated July 29, 2014, by and among Townsquare Media, Inc., GE Capital Equity Holdings, LLC (formerly known as GE Capital Equity Holdings, Inc.), GE Business Financial Services, Inc. and AN Capital Corporation (formerly known as Antares Capital Corporation).

EX-4

Exhibit 4

REGISTRATION AGREEMENT

THIS REGISTRATION AGREEMENT (this “Agreement”), dated as of August 16, 2016, is made by and among (i) Townsquare Media, Inc., a Delaware corporation (the “Company”), (ii) Madison Square Garden Investments, LLC (the “Investor”), and (iii) each of the other Persons signatory hereto and each other Person who, at any time, acquires securities of the Company and (a) executes a counterpart of this Agreement or (b) otherwise agrees to be bound by this Agreement, in each of the case of (a) and (b), with the written consent of the Investor (such Persons, together with each other Person identified as an “Other Securityholder” on the Schedule of Securityholders attached hereto, the “Other Securityholders”). The Investor and the Other Securityholders are collectively referred to herein as the “Securityholders.” Capitalized terms used but not defined herein have the meanings set forth in Section 9 below. As set forth in Section 10(i) below, this Agreement, together with that certain letter agreement, dated as of the date hereof, between the Company and the Investor, setting forth the Investor’s observation rights with respect to meetings of the Company’s Board of Directors, embodies the complete agreement and understanding of the Company and the Securityholders with respect to the subject matter hereof and the Securityholders are neither party to, nor beneficiaries of, any other agreement with the Company, including the Existing Registration Agreement.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Demand Registrations.

(a) Requests for Registration. At any time on or after the third anniversary of the date hereof, the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”). All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations”; provided, however, that a Demand Registration may only be made if the sale of the Investor Registrable Securities requested to be registered by the holders of a majority of the Investor Registrable Securities is reasonably expected to result in a sale of at least 750,000 shares of Class A Common Stock. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering and whether the Demand Registration will be underwritten. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(d), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from such Persons within fifteen (15) days after the receipt of the Company’s notice.

(b) Demand Registrations. The holders of a majority of the Investor Registrable Securities shall be entitled to request two (2) Demand Registrations. Demand Registrations will be Short-Form Registrations whenever the Company is permitted use any

applicable short form. The Company may satisfy its obligations under Section 1(a) hereof by amending (to the extent permitted by applicable law) any registration statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition of all of the Registrable Securities for which a request for Demand Registration has been properly made under Section 1(a) hereof. If the Company so amends a previously filed registration statement and such amendment becomes effective under the Securities Act and the Company otherwise complies with the requirements of this Agreement, it will be deemed to have effected a registration for purposes of Section 1(a) hereof.

(c) Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting such registration, the Company will include in such registration, (i) first, (a) the Registrable Securities requested to be included in such registration and (b) any other securities of the Company required to be included in such registration pursuant to the terms of the Existing Registration Agreement, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

(d) Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given the right to piggyback pursuant to Section 2. The Company may postpone for up to six months the filing or the effectiveness of, or suspend the use of, a registration statement for a Demand Registration if the Company determines in good faith that such Demand Registration would reasonably be expected to have a material adverse effect on the Company or its business or on any proposal or plan by the Company or any of its Subsidiaries to acquire financing, sell any securities, engage in any acquisition of assets (other than in the ordinary course of business) or engage in any merger, consolidation, tender offer, reorganization, other significant business transaction or any similar transaction or if the Company determines in good faith that such Demand Registration hereunder would reasonably be expected to interfere with a proposed or planned registration pursuant to an Existing Registration Agreement; provided that, in such event, the Company shall pay all Registration Expenses of the Investor if the Investor is unable to effect the proposed sale under a Demand Registration during the six month period immediately following the end of such postponement solely due to market conditions. The aggregate length of time that a Demand Registration may be delayed pursuant this Section 1(d) shall not exceed six months in any twelve month period.

(e) Selection of Underwriters. The holders of a majority of the Investor Registrable Securities included in any Demand Registration shall have the right to select the investment banker(s) and managing underwriter(s) to administer the offering, subject to the consent of the Company and the right of any party to an Existing Registration Agreement to approve such selection, which, in each case, shall not be unreasonably withheld.

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2. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is governed by Section 1 or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from such Persons within five (5) business days after the receipt of the Company’s notice.

(b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall include in such registration (i) first, (a) the securities the Company proposes to sell and (b) any other securities of the Company required to be included in such registration pursuant to the terms of the Existing Registration Agreement that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, (ii) second, to the extent permitted by the Existing Registration Agreement, securities requested to be included in such registration pursuant to the terms of the Existing Registration Agreement, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder, (iii) third, the Registrable Securities requested to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iv) fourth, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

(c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 rather than this Section 2(c)), and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the securities initially requested to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders

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requesting such registration that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such securities on the basis of the number of securities owned by each such holder (ii) second, upon the consent of the holders requesting such registration, if applicable, the Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of securities owned by each such holder, and (iii) third, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range.

3. Holdback Agreements.

(a) Each holder of Registrable Securities agrees that in connection with any Demand Registration or Piggyback Registration (whether such registration occurs before or after the third anniversary of the date hereof) that is an underwritten public offering of the Company’s equity securities, whether or not such holder is participating in such offering, he, she or it shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (“Securities”) (including Securities which may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (“Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clause (i), (ii) or (iii) above, from the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for the underwritten public offering to the date that is 90 days following the date of the final prospectus for such underwritten public offering (in each case, or such longer period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (such period, the “Holdback Period”); provided that the holdback obligations set forth in this Section 3(a) shall not be effective or shall be reduced, as applicable, if, in any underwritten offering, the managing underwriter indicates in writing to the Company that such holdback obligations are not necessary or may be shortened in the applicable Demand Registration or Piggyback Registration. The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period. The holdback obligations set forth in this Section 3(a) will automatically terminate upon any release or termination of such holdback obligations for the holders of a majority of shares included in such Demand Registration or Piggyback Registration to which such Holdback Period relates.

(b) In addition to the holdback obligations provided for in Section 3(a) above, in connection with any underwritten public offering of the Company’s equity securities, each holder of Registrable Securities agrees to enter into any lockup or similar agreement requested by the underwriters managing the registered public offering; provided, that in no event shall such lockup or similar agreement provide for a holdback period that is longer than the duration of the Holdback Period as determined pursuant to Section 3(a) above.

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(c) The Company agrees not to effect any Public Sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 60 day period beginning on the effective date of any Demand Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form) unless the underwriter managing the registered public offering otherwise agrees.

(d) Notwithstanding any other provision contained in this Agreement, the Company shall not include in any underwritten Demand Registration any portion of Registrable Securities held by any officers or employees of the Company or any of its Subsidiaries the inclusion of which the underwriter of such Demand Registration determines is likely to adversely affect such offering.

(e) Notwithstanding anything to the contrary herein, except in the case of (i) a transfer to the Company or (ii) a Public Sale which does not violate Sections 3(a) or 3(b) (clauses (i) and (ii), a “Permitted Transfer”), prior to transferring any Registrable Securities to any Person not already a party to this Agreement (including by operation of law), the transferring Securityholder shall cause the prospective transferee to execute and deliver to the Company a counterpart of this Agreement thereby agreeing to be bound by the terms hereof. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void ab initio, and the Company shall not record such transfer on its books or treat any purported transferee of such securities as the owner of such securities for any purpose. Other than in the case of a Permitted Transfer, whether or not any such transferee has executed a counterpart hereto, such transferee shall be subject to the obligations of the transferor hereunder.

(f) Each certificate evidencing any Securities or Other Securities held by a Securityholder and each certificate issued in exchange for or upon the transfer of any such securities (unless such securities are permitted to be transferred pursuant to this Agreement and, if such securities were Registrable Securities, would no longer be Registrable Securities after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form (together with any other legend that may be required pursuant to applicable law or the Company’s certificate of incorporation or other organizational documents):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _____________ AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM.

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IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN THE REGISTRATION AGREEMENT DATED AS OF AUGUST 16, 2016, AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S SECURITYHOLDERS, AS AMENDED AND MODIFIED FROM TIME TO TIME PURSUANT TO ITS TERMS. A COPY OF SUCH REGISTRATION AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

The Company shall imprint such legend on certificates evidencing Securities and Other Securities outstanding prior to the date hereof. The legend set forth above shall be removed from the certificates evidencing any securities which are transferred pursuant to a Permitted Transfer.

4. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as expeditiously as possible:

(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and (within sixty (60) days after the end of the period within which requests for registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of the Investor Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents, in the case of a Demand Registration, shall be subject to the review and comment of counsel for the holders requesting such Demand Registration);

(b) notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than six months (subject to extension pursuant to Section 7(b) and, in the case of a Demand Registration hereunder, subject to further extension by the number of days during which (x) the use of a registration statement is suspended pursuant to Section 1(d) hereof and (y) a holder of Registrable Securities is prevented from selling equity securities under a Demand Registration pursuant to Section 3 hereof) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period

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required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify in writing each seller of such Registrable Securities (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of any event as a result of which the prospectus included in such registration statement (x) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or (y) is otherwise not legally available to support sales of Registrable Securities;

(f) prepare and file promptly with the Securities and Exchange Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in case any of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use its commercially reasonable efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;

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(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as any underwriters may reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including participation in “road shows,” investor presentations and marketing events);

(j) make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use commercially reasonable efforts to cause such officers or directors to participate in presentations to prospective purchasers;

(k) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(l) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(m) use its commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Company shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order;

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(n) obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the underwriters in such offering may reasonably request; and

(o) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by such opinions, which opinions shall be addressed to the underwriters. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

5. Registration Expenses.

(a) All expenses incident to the Company’s performance of or compliance with any Demand Registration pursuant to this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and of all independent certified public accountants, underwriters including, if necessary, a “qualified independent underwriter” within the meaning of the rules of the Financial Industry Regulatory Authority, Inc. and, and other Persons retained by the Company or by the holders of Investor Registrable Securities or their Affiliates on behalf of the Company (all such expenses being herein called “Registration Expenses”), shall be borne by the holders of Registrable Securities. In the case of a Piggyback Registration, the foregoing Registration Expenses shall be paid by the Company or another third party in accordance with the provisions of any agreement between the Company and any of its stockholders. In the case of a Demand Registration where a holder of securities not party to this Agreement is entitled to participate pro rata with holders of Registrable Securities in such registration and both (i) does participate with holders of Registrable Securities in such Demand Registration and (ii) as a result of such participation, the amount of Registrable Securities that holders of Registrable Securities are permitted to include in such registration is reduced pursuant to the underwriter cutback provision of Section 1(c), then the proportion of Registration Expenses to be paid by holders of Registrable Securities in such registration shall equal the proportion of Registrable Securities included in such registration by holders of Registrable Securities compared to the number of Registrable Securities requested to be included in such Demand Registration by such holders and the remaining portion of Registration Expenses shall be paid by the Company or another third party in accordance with the provisions of any agreement between the Company and any of its stockholders. Holders of Registrable Securities shall not bear any Registration Expenses incurred solely as a result of a holder of securities not party to this Agreement participating in any Demand Registration (including, for the avoidance of doubt, any Securities and Exchange Commission filing fees related to including such other securities in a Demand Registration).

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(b) The Company shall pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s account.

(c) In connection with each Demand Registration and each Piggyback Registration, the fees and disbursements of any counsel chosen by the holders of Registrable Securities included in such registration shall be borne by such holders of Registrable Securities.

(d) Each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable hereunder to the registration of such holder’s securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of each seller’s securities to be so registered.

6. Indemnification.

(a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors, managers, agents, and employees and each Person who controls such holder (within the meaning of the Securities Act) (each an “Indemnitee” and, collectively, the “Indemnitees”) against any losses, claims, damages or liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorneys’ fees), to which such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by or result from (i) any untrue or alleged untrue statement of material fact contained (A) in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (B) in any application or other document or communication (in this Section 6 collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement under the “blue sky” or securities laws thereof, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse each such Indemnitee for any legal or any other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, expense, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to any such Person to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of, is based upon, is caused by or results from an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information

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prepared and furnished to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company shall indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, shall indemnify and hold harmless the other holders of Registrable Securities and the Company, and their respective directors, officers, managers, agents and employees and each other Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages or liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorney’s fees), to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by or result from (i) any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application or (ii) any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in each case, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein; provided, however, that the obligation to indemnify will be several and not joint, as to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

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(e) If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect to any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative faults referred to in clause (i) above but also the relative benefit of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other in connection with the registration statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be determined by reference to, among other things, whether the untrue statement or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f) The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no seller of Registrable Securities shall be required to contribute any amount in excess of the net proceeds received by such seller from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(g) The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

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7. Participation in Underwritten Registrations.

(a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

(b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e); provided that the Company shall cause the period from and including the date of the giving of such notice pursuant to this Section 7 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(e) (the “Suspension Period”) not to exceed 180 days in any twelve-month period. In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the Suspension Period.

8. Current Public Information. The Company shall file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time, “Rule 144”) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission. At all times, if requested by any holder of Registrable Securities, the Company shall deliver to such holder of Registrable Securities a written statement that the Company has complied with all Rule 144 filing requirements.

9. Definitions.

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“Affiliate” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person; the term “control,” as used in this definition, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlled” and “controlling” have meanings correlative to the foregoing.

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

“application” has the meaning set forth in Section 6.

“Class A Common Stock” means the Class A Common Stock, $0.01 par value per share, of the Company.

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

“Demand Registrations” has the meaning set forth in Section 1(a).

“Existing Registration Agreement” means the Second Amended and Restated Registration Agreement, dated as of July 29, 2014, by and among the Company, the Oaktree Parties and the other persons signatory thereto.

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.

“Holdback Period” has the meaning set forth in Section 3(a).

“Indemnittee” and “Indemnitees” have the meanings set forth in Section 6(a).

“Investor Registrable Securities” means (i) Class A Common Stock held by the Investor and (ii) common equity securities of the Company issued or issuable with respect to the shares of such Class A Common Stock by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization. As to any particular Investor Registrable Securities, such securities shall cease to be Investor Registrable Securities when (a) they have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) they have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (c) they have been purchased or otherwise acquired by any employee of the Company or any of its Subsidiaries, (d) they have been repurchased by the Company or any Subsidiary or (e) the Investor holds fewer than 1,000,000 shares of Registrable Securities and such Registrable Securities may be sold to the public without registration in compliance with Rule 144 under the Securities Act (or any similar rule then in force) without volume or manner-of-sale restrictions and without current public information. For purposes of this Agreement, a Person shall be deemed to be a holder of Investor Registrable Securities, and the Investor Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Investor Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Investor Registrable Securities hereunder.

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“Long-Form Registrations” has the meaning set forth in Section 1(a).

“Oaktree Parties” means OCM POF IV AIF GAP Holdings, L.P. and OCM PF/FF Radio Holdings PT, L.P.

“Other Registrable Securities” means (i) Class A Common Stock held by the Other Securityholders and (ii) common equity securities of the Company issued or issuable with respect to the shares of such Class A Common Stock by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization. As to any particular Other Registrable Securities, such securities shall cease to be Other Registrable Securities when they (a) have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) have been purchased or otherwise acquired by Investor, (c) have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or may be sold to the public without registration in compliance with Rule 144 under the Securities Act (or any similar rule then in force) without volume or manner-of-sale restrictions and without current public information, or (d) have been repurchased by the Company or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Other Registrable Securities, and the Other Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Other Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Other Registrable Securities hereunder.

“Other Securities” has the meaning set forth in Section 3(a).

“Other Securityholders” has the meaning set forth in the preamble.

“Permitted Transfer” has the meaning set forth in Section 3(e).

“Person” means an individual, a partnership, a joint venture, an association, a joint stock company, a corporation, a limited liability company, a trust, an unincorporated organization, an investment fund, any other business entity or a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Registration” has the meaning set forth in Section 2(a).

“Public Sale” means any sale of Registrable Securities (i) to the public pursuant to an offering effectively registered under the Securities Act or (ii) through a broker, dealer or market maker pursuant to the provisions of Rule 144 (or any similar provision then in effect) adopted under the Securities Act.

“Registration Expenses” has the meaning set forth in Section 5(a).

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“Registrable Securities” means, collectively, the Investor Registrable Securities and the Other Registrable Securities.

“Required Registration” has the meaning set forth in Section 1(c).

“Rule 144” has the meaning set forth in Section 8.

“Securities” has the meaning set forth in Section 3(a).

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal law then in force.

“Securities and Exchange Commission” means the United States Securities and Exchange Commission and includes any governmental body or agency succeeding to the functions thereof.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

“Securityholders” has the meaning set forth in the preamble.

“Short-Form Registrations” has the meaning set forth in Section 1(a).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing member, board of managers or general partner of such limited liability company, partnership, association, or other business entity.

“Suspension Period” has the meaning set forth in Section 7(b).

10. Miscellaneous.

(a) Notices. All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. local time of the recipient

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on a business day, and otherwise on the next business day, or (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands, and other communications shall be sent to the Company and the Investor at the addresses set forth below and to any other recipient at the address indicated on the Schedule of Securityholders attached hereto, or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

If to the Company:

Townsquare Media, Inc.

240 Greenwich Avenue

Greenwich, CT 06830

Attention: Chief Executive Officer

Facsimile: (203) 861-0900

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Joshua N. Korff, P.C.

Facsimile: (212) 446-4900

If to Investor:

Madison Square Garden Investments, LLC

c/o The Madison Square Garden Company

Two Pennsylvania Plaza

New York, NY 10121

Attention: Lawrence J. Burian, Executive Vice President, General Counsel

Facsimile: (212) 465-6466:

with copies (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: John P. Mead

Facsimile: (212) 291-9098

(b) No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. Except as provided in this Agreement, the Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities, options, or rights convertible or exchangeable into or exercisable for such securities, which rights are inconsistent with the rights granted hereunder. For the avoidance of doubt, this Agreement is intended to be consistent with,

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and not to violate, the Existing Registration Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the Existing Registration Agreement, such Existing Registration Agreement shall control and the terms of such Existing Registration Agreement shall supersede the terms included herein to the extent of any conflict.

(c) Adjustments Affecting Registrable Securities. The Company will not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including effecting a stock split, combination of shares or other recapitalization).

(d) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(e) Additional Parties; Amendments and Waivers. Other than as provided in Section 10(g) hereof, no Person may become party to this Agreement without the written consent of the Oaktree Parties. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the holders of Registrable Securities unless such modification, amendment or waiver is set forth in writing and approved in writing by (x) the Company and holders of a majority of the Investor Registrable Securities and (y) the Oaktree Parties; provided that no such amendment or modification that would adversely affect the rights, preferences or privileges of any class or group of Other Registrable Securities in a manner disproportionate to the effect of such amendment or modification on the rights, preferences or privileges of holders of Investor Registrable Securities (without regard to any effect resulting from the individual circumstances of any holder of such class or group of Other Registrable Securities) shall be effective against any holder whose rights, preferences or privileges are so affected thereby without the prior written consent of the holders of a majority of each class or group of Other Registrable Securities so affected; provided further, that no amendment or modification of any provision of this Agreement that materially increases the obligations of any holder of Registrable Securities shall be effective against such holder unless such modification or amendment is approved in writing by such holder. Notwithstanding the foregoing, Section 6 (Indemnification) and this Section 10(e) (Amendments and Waivers) may only be amended, modified or waived by a written instrument signed by holders of at least sixty-six and two thirds percent (66 2/3%) of the Registrable Securities (except (i) for the first proviso in the immediately preceding sentence, which would require the written consent of the holders of a majority of each class or group of Other Registrable Securities so affected, and (ii) for the second proviso in the immediately preceding sentence, which would require the written consent of each such affected holder). No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof

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shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition. Notwithstanding the foregoing, an amendment or modification of this Agreement to add a party hereto and to grant such party registration rights will be effective against the Company and all holders of Registrable Securities if such modification, amendment or waiver is approved in writing by the Company (as applicable) and the holders of a majority of the Investor Registrable Securities. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision in accordance with its terms.

(f) Securityholder Status. Notwithstanding anything to the contrary that may be set forth herein, at such time as any Securityholder ceases to hold any Registrable Securities, such Securityholder shall be deemed to no longer be a Securityholder for purposes of this Agreement and shall no longer be entitled to the rights or subject to the obligations of a Securityholder as set forth herein.

(g) Successors and Assigns; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto (and the Persons specifically identified in Section 6) and their respective successors and assigns. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the holders of Registrable Securities (or any portion thereof) as such shall be for the benefit of and enforceable by any subsequent holder of any Registrable Securities (or of such portion thereof); provided, that such subsequent holder of Registrable Securities shall be required to execute a joinder to this Agreement agreeing to be bound by its terms.

(h) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(i) Entire Agreement. Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, including without limitation the Existing Registration Agreement.

(j) Counterparts; Facsimile Signature. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement may be executed by facsimile signature.

(k) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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(l) Governing Law. All issues and questions concerning the relative rights and obligations of the Company and the Securityholders under this Agreement and the construction, validity, interpretation and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(m) Consent to Jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by United States certified or registered mail to such party’s respective address set forth in Section 10(a) and the Schedule of Securityholders attached hereto, or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party, shall be effective service of process in any action, suit or proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the State of Delaware or the state courts of the State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

(n) Mutual Waiver of Jury Trial. Because disputes arising in connection with complex transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, each party to this Agreement hereby waives all rights to trial by jury in any action, suit or proceeding brought to resolve any dispute between or among any of the parties hereto, whether arising in contract, tort or otherwise, arising out of, connected with, related or incidental to this Agreement or the transactions contemplated hereby.

(o) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

*   *   *   *   *

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

TOWNSQUARE MEDIA, INC.
By:	/s/ Steven Price
Name:	Steven Price
Its:	Chairman and Chief Executive Officer

Signature Page - Registration Agreement

MADISON SQUARE GARDEN INVESTMENTS, LLC
By:	/s/ Donna Coleman
Name:	Donna Coleman
Its:	Executive Vice President and Chief Financial Officer

Signature Page - Registration Agreement

[Other Securityholder]

By:

Name:

Its:

Signature Page - Registration Agreement

SCHEDULE OF SECURITYHOLDERS

ON FILE WITH THE COMPANY

EX-5

Exhibit 5

Townsquare Media, Inc.

240 Greenwich Avenue

Greenwich, CT 06830

August 16, 2016

Madison Square Garden Investments, LLC

c/o The Madison Square Garden Company

Two Pennsylvania Plaza

New York, NY 10121

Attention: Donna Coleman, Executive Vice President and Chief Financial Officer

Facsimile: (212) 465-6466

Re: Board Observer Rights

Ladies and Gentlemen:

This letter agreement (“Letter Agreement”) evidences our agreement regarding the right of Madison Square Garden Investments, LLC (the “Investor”), to designate one representative to attend and observe meetings of the board of directors (the “Board”) of Townsquare Media, Inc., a Delaware corporation (the “Corporation”).

1. Board Observer Rights. For so long as the Investor and its respective Affiliates collectively hold at least 75% (subject to the proviso below) of the number of shares of Common Stock, warrants to purchase Common Stock, other equity securities or securities exercisable for Common Stock or other equity securities held as of the date hereof (the “Qualifying Equity”), the Investor shall have the right to send one (1) representative reasonably acceptable to the Corporation to observe meetings of the Board and any committees thereof (an “Observer”). The Observer shall, along with the members of the Board, as applicable, receive notices of Board and committee meetings and copies of the Board and committee presentations, consents and all other materials delivered to members of the Board; provided, however, that the Observer may decline the receipt of certain types of materials and other information in its sole discretion. An Observer will not have any right to vote at any meeting of the Board or any committee thereof. By sending a representative to a meeting, each Person appointing an Observer shall agree, and each such Observer shall agree, to be bound by all confidentiality duties that apply to members of the Board at such meetings, including with respect to any materials to which such Observer had access. In addition, if upon the reasonable advice of the counsel of the Corporation, the Board determines in good faith that the presence of any Observer at any Board or committee meeting or any Observer’s access to any materials related to such Board or committee meeting would constitute a conflict of interest, waive legal or attorney-client privilege or violate applicable law or regulation, upon notice to such Observer regarding such meeting and such conflict, waiver or violation, such Observer shall not be entitled to participate in and shall leave such meeting until such time as his or her presence would no longer result in such conflict, waiver or violation and/or shall not be permitted access to such materials, as applicable. The Investor may, in its sole discretion, decline to appoint an Observer or elect not to continue to exercise its right to maintain an Observer at any time and from time to time following the date hereof.

2. No Fiduciary Duty. The parties hereto agree that the Observer will not assume any fiduciary duty or other liability toward the Corporation or its stockholders, and the Corporation acknowledges that the Observer will not be subject to any corporate opportunity doctrines, by virtue of the grant of observer rights to, or exercise of observer rights by, such Observer as set forth in this Letter Agreement. The Corporation also acknowledges that the grant of observer rights to, or exercise of observer rights by, an Observer does not limit the ability of the Investor and its affiliates to compete with the Corporation in any market.

3. Indemnification. The Corporation hereby agrees to indemnify and hold harmless the Observer to the same extent and in the same manner as the Corporation indemnifies its non-employee members of the Board.

4. Definitions.

“Affiliate” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person; the term “control,” as used in this definition, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlled” and “controlling” have meanings correlative to the foregoing.

“Common Stock” means, collectively, the Class A Common Stock, the Class B Common Stock, and the Class C Common Stock of the Corporation.

“Person” means an individual, a partnership, a joint venture, an association, a joint stock company, a corporation, a limited liability company, a trust, an unincorporated organization, an investment fund, any other business entity or a governmental entity or any department, agency or political subdivision thereof.

5. Governing Law. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

6. No Modification; Termination. This Letter Agreement may not be amended or otherwise modified without the prior written consent of the Corporation and the Investors.

7. Miscellaneous. This Letter Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of the other parties hereto. Any attempted assignment in violation of this Section 7 shall be null and void. No Person (other than the parties hereto) shall have the right to enforce this Letter Agreement. The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Letter Agreement, and this Letter Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder or any rights to enforce any provision of this Letter Agreement, excerpt that an Observer shall be a third-party beneficiary with respect to, and entitled

to enforce, the provisions of Section 2 and Section 3 hereof. This Letter Agreement may be executed in any number of counterparts (including by facsimile), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

[Signature page follows]

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof by returning to us executed counterparts hereof.

Very truly yours,

TOWNSQUARE MEDIA, INC.

By: /s/ Steven Price                                                 

Name: Steven Price

Title: Chairman and Chief

          Executive Officer

ACCEPTED AND AGREED as of the date first written above:

MADISON SQUARE GARDEN INVESTMENTS, LLC

By: /s/ Donna Coleman

Name:	Donna Coleman
Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Board Observer Rights Letter Agreement]