JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0. 01 per share, of Townsquare Media, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Dated: August 8, 2014
| OCM POF IV AIF GAP HOLDINGS, L.P. | |||
| By: OCM/GAP Holdings IV, Inc. | |||
| Its: General Partner | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ David Quick | ||
| Name: David Quick | |||
| Title: Authorized Signatory | |||
| OCM PF/FF RADIO HOLDINGS PT, L.P. | |||
| By: Oaktree Fund AIF Series, L.P. – Series D and Oaktree Fund AIF Series, L.P. – Series I | |||
| Its: General Partner | |||
| By: Oaktree Fund GP AIF, LLC | |||
| Its: General Partner | |||
| By: Oaktree Fund GP III, L.P. | |||
| Its: Managing Member | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ David Quick | ||
| Name: David Quick | |||
| Title: Authorized Signatory | |||
| OCM/GAP HOLDINGS IV, INC. | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ David Quick | ||
| Name: David Quick | |||
| Title: Authorized Signatory | |||
| OCM PRINCIPAL OPPORTUNITIES FUND IV AIF (DELAWARE), L.P. | |||
| By: Oaktree Fund AIF Series, L.P. - Series B | |||
| Its: General Partner | |||
| By: Oaktree Fund GP AIF, LLC | |||
| Its: General Partner | |||
| By: Oaktree Fund GP III, L.P. | |||
| Its: Managing Member | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ David Quick | ||
| Name: David Quick | |||
| Title: Authorized Signatory | |||
| OAKTREE FUND AIF SERIES, L.P. - | |||
| SERIES I, SERIES D AND SERIES B | |||
| By: Oaktree Fund GP AIF, LLC | |||
| Its: General Partner | |||
| By: Oaktree Fund GP III, L.P. | |||
| Its: Managing Member | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ David Quick | ||
| Name: David Quick | |||
| Title: Authorized Signatory | |||
| OAKTREE FUND GP AIF, LLC | |||
| By: Oaktree Fund GP III, L.P. | |||
| Its: Managing Member | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| 2 |
| By: | /s/ Lisa Arakaki | ||
| Name: Lisa Arakaki | |||
| Title: Authorized Signatory | |||
| OAKTREE FUND GP III, L.P | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ Lisa Arakaki | ||
| Name: Lisa Arakaki | |||
| Title: Authorized Signatory | |||
| OAKTREE AIF INVESTMENTS, L.P. | |||
| By: Oaktree AIF Holdings, Inc. | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ Lisa Arakaki | ||
| Name: Lisa Arakaki | |||
| Title: Authorized Signatory | |||
| OAKTREE AIF HOLDINGS, INC. | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ Lisa Arakaki | ||
| Name: Lisa Arakaki | |||
| Title: Authorized Signatory | |||
| 3 |
| OAKTREE CAPITAL GROUP HOLDINGS, L.P. | |||
| By: Oaktree Capital Group Holdings GP, LLC | |||
| Its: General Partner | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ Lisa Arakaki | ||
| Name: Lisa Arakaki | |||
| Title: Authorized Signatory | |||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | |||
| By: | /s/ Richard Ting | ||
| Name: Richard Ting | |||
| Title: Authorized Signatory | |||
| By: | /s/ Lisa Arakaki | ||
| Name: Lisa Arakaki | |||
| Title: Authorized Signatory | |||
| 4 |
| FIVEWIRE MEDIA VENTURES LLC | |||
| By: | /s/Steven Price | ||
| Name: Steven Price | |||
| Title: President | |||
| 5 |
| By: | /s/Steven Price | ||
| Name: Steven Price | |||
| 6 |
| By: | /s/ Stuart Rosenstein | ||
| Name: Stuart Rosenstein | |||
| 7 |
| By: | /s/ Alex Berkett | ||
| Name: Alex Berkett | |||
| 8 |
| By: | /s/ Dhruv Prasad | ||
| Name: Dhruv Prasad | |||
| 9 |
| By: | /s/ Scott Schatz | ||
| Name: Scott Schatz | |||
| 10 |