iHeartMedia 2010 Annual Report Download - page 180

(vi) Impermissible Transfers. Any Transfer of Received Shares not made in compliance with the terms of this
Section 6 shall be null and void ab initio, and the Company shall not in any way give effect to any such Transfer.
(vii) Period. Upon the occurrence of a Change of Control, all the Transfer restrictions of this Section 6 shall
terminate.
(b) Drag Rights.
(i) Sale Event Drag Along. If the Company notifies the Optionee in writing that it has received a valid Drag Along
Sale Notice (as defined in the Stockholders Agreement) pursuant to the Stockholders Agreement and that Capital IV has
informed the Company that it desires to have the Optionee participate in the transaction that is the subject of the Drag
Along Sale Notice, then the Optionee shall be bound and obligated to Transfer in such transaction the percentage of the
aggregate number of Shares with respect to which this Option is then vested and exercisable and Received Shares then held
by the Optionee that the Company notifies the Optionee is equal to the percentage of Equity Shares held by the Sponsors
and their Affiliates that the Sponsors and Affiliates are transferring in such transaction, on the same terms and conditions
as the Sponsors and their Affiliates with respect to each Equity Share Transferred. With respect to a given transaction that
is the subject of a Drag Along Notice, the Optionee’s obligations under this Section 6(b) shall remain in effect until the
earlier of (1) the consummation of such transaction and (2) notification by the Company that such Drag Along Sale Notice
has been withdrawn.
(ii) Waiver of Appraisal Rights. The Optionee agrees not to demand or exercise appraisal rights under Section 262 of
the Delaware General Corporate Law, as amended, or otherwise with respect to any transaction subject to this Section 6(b),
whether or not such appraisal rights are otherwise available.
(iii) Further Assurances. The Optionee shall take or cause to be taken all such actions as requested by the Company or
Capital IV in order to consummate any transaction subject to this Section 6(b) and any related transactions, including but
not limited to the exercise of vested Options and the execution of agreements and other documents requested by the
Company.
(iv) Period. The foregoing provisions of this Section 6(b) shall terminate upon the occurrence of a Change of Control.
(c) Lock-Up. The Optionee agrees that in connection with a Public Offering, upon the request of the Company or the
managing underwriters(s) of such Public Offering, the Optionee will not Transfer, make any short sale of, loan, grant any option
for the purchase of, pledge, enter into any swap or other arrangement that transfers any of the economic ownership, or otherwise
encumber or dispose of the Option or any portion thereof or any of the Received Shares for such period as the Company or such
managing underwriter(s), as the case may be, may request, commencing on the effective date of the registration statement
relating to such Public Offering and continuing for not more than 90 days (or 180 days in the case of any Public Offering up to
and including the Qualified Public Offering), except with the prior written consent of the Company or such managing
underwriter(s), as the case may be. The Optionee also agrees that he or she will sign a “lock up” or similar arrangement in
connection with a Public Offering on terms and conditions that the Company or the managing underwriter(s) thereof deems
necessary or desirable.
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