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AMENDMENT NO. 1
THIS AMENDMENT NO. 1 TO INDEMNITY AND CONTRIBUTION AGREEMENT (this “ Amendment ”) is made as of this 21st day of October, 2011, by and among Westwood One, Inc., a Delaware corporation (“ WWON ”), Gores Radio Holdings, LLC, a Delaware limited liability company (“ Gores ”), Verge Media Companies, Inc., a Delaware corporation (“ Verge ”), and Triton Media Group, LLC, a Delaware limited liability company (the “ DG Shareholder ”), and shall amend the provisions of the Indemnity and Contribution Agreement, dated as of July 30, 2011, by and among the parties hereto (the “ Original Agreement ” and, as amended hereby, the “ Agreement ”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed in the Original Agreement.
WHEREAS, in connection with the concurrent execution of a letter agreement modifying certain terms of the Merger Agreement, the parties hereto desire to make certain amendments to the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties hereby agree as follows: