AGREEMENT AND PLAN OF MERGER BY AND AMONG GOOGLE INC. ENUMCLAW, INC. DMARC BROADCASTING, INC. AND, WITH RESPECT TO ARTICLES VIII, IX AND X ONLY, H. RICHARD DALLAS AS STOCKHOLDER REPRESENTATIVE AND U.S. BANK, NATIONAL ASSOCIATION AS ESCROW AGENT Dated as of January 16, 2006

Exhibit 10.21

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

GOOGLE INC.

ENUMCLAW, INC.

DMARC BROADCASTING, INC.

AND, WITH RESPECT TO ARTICLES VIII, IX AND X ONLY,

H. RICHARD DALLAS

AS STOCKHOLDER REPRESENTATIVE

AND

U.S. BANK, NATIONAL ASSOCIATION

AS ESCROW AGENT

Dated as of January 16, 2006

TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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INDEX OF EXHIBITS ¹

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INDEX OF DEFINED TERMS

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INDEX OF DEFINED TERMS

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INDEX OF DEFINED TERMS

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INDEX OF DEFINED TERMS

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INDEX OF DEFINED TERMS

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INDEX OF DEFINED TERMS

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THIS AGREEMENT AND PLAN OF MERGER (the “ Agreement ”) is made and entered into as of January 16, 2006 by and among Google Inc., a Delaware corporation (“ Parent ”), Enumclaw, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Sub ”), dMarc Broadcasting, Inc., a Delaware corporation (the “ Company ”), and with respect to Article VIII , Article IX and Article X hereof only, H. Richard Dallas as stockholder representative (the “ Stockholder Representative ”), and U.S. Bank, National Association as Escrow Agent.

RECITALS

A. The Boards of Directors of each of Parent, Sub and the Company believe it is advisable and in the best interests of each corporation and its respective stockholders that Parent acquire the Company through the statutory merger of Sub with and into the Company (the “ Merger ”) and, in furtherance thereof, have approved this Agreement and the Merger.

B. Pursuant to the Merger, among other things, and subject to the terms and conditions of this Agreement, (i) all of the issued and outstanding Company Capital Stock shall be converted into the right to receive the consideration set forth herein, (ii) all of the issued and outstanding Company Options shall be cancelled in exchange for certain cash rights which shall be granted pursuant to the terms and conditions of a cash bonus plan, in substantially the form attached hereto as Exhibit A (the “ Cash Bonus Plan ”), and (iii) all of the issued and outstanding Company Warrants shall be converted into the right to receive the consideration set forth herein.

C. A portion of the Initial Merger Consideration otherwise payable by Parent in connection with the Merger and a portion of the Launch Contingent Payment, if any, otherwise payable by Parent in connection with the terms and conditions described in Article II hereof shall be placed in escrow by Parent as partial security for the indemnification obligations set forth in this Agreement.

D. The Company, on the one hand, and Parent and Sub, on the other hand, desire to make certain representations, warranties, covenants and other agreements in connection with the Merger.

E. Immediately following the execution and delivery of this Agreement, certain Stockholders shall execute and deliver to the Company, and the Company shall thereafter deliver to Parent, a true, correct and complete copy of an Action by Written Consent, adopting this Agreement, the Merger and the transactions contemplated hereby, in the form attached hereto as Exhibit B (the “ Written Consent ”) and an irrevocable proxy coupled with an interest in the form attached as Exhibit C (the “ Proxy ”). In addition, certain Stockholders shall execute and deliver to Parent a stockholder agreement, in substantially the form attached hereto as Exhibit D (the “ Securityholder Agreement ”).

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger . At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (“ Delaware Law ”), Sub shall be merged with and into the Company, the separate corporate existence of Sub shall cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent. The surviving corporation after the Merger is sometimes referred to hereinafter as the “ Surviving Corporation .”

1.2 Effective Time . Unless this Agreement is earlier terminated pursuant to Section 9.1 hereof, the closing of the Merger (the “ Closing ”) will take place on a Business Day as promptly as practicable after the execution and delivery hereof by the parties hereto, and following the satisfaction or waiver of the conditions set forth in Article VII hereof, at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California, unless another time or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing actually occurs shall be referred to herein as the “ Closing Date .” On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in substantially the form attached hereto as Exhibit E with the Secretary of State of the State of Delaware (the “ Certificate of Merger ”), in accordance with the applicable provisions of Delaware Law (the time of such filing shall be referred to herein as the “ Effective Time ”).

1.3 Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation.

1.4 Certificate of Incorporation and Bylaws .

(a) Unless otherwise determined by Parent prior to the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the certificate of incorporation of Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such certificate of incorporation; provided, however , that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is dMarc Broadcasting, Inc.”; provided further, however, that the provisions of the certificate of incorporation of Sub relating to the incorporator of Sub shall be omitted from the certificate of incorporation of the Surviving Corporation.

(b) Unless otherwise determined by Parent prior to the Effective Time, the bylaws of Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation at the Effective Time until thereafter amended in accordance with Delaware Law and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

1.5 Directors and Officers .

(a) Directors of Surviving Corporation . Unless otherwise determined by Parent prior to the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of Delaware Law and the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly elected and qualified.

(b) Officers of Surviving Corporation . Unless otherwise determined by Parent prior to the Effective Time, the officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately after the Effective Time, each to hold office in accordance with the provisions of the bylaws of the Surviving Corporation.

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(c) Directors of Subsidiaries of Surviving Corporation . Unless otherwise determined by Parent prior to the Effective Time, Parent, the Company and the Surviving Corporation shall cause the directors of Sub immediately prior to the Effective Time to be the directors of any Subsidiaries immediately after the Effective Time, each to hold office as a director of each such Subsidiary in accordance with the provisions of the laws of the respective jurisdiction of organization and the respective bylaws or equivalent organizational documents of each such Subsidiary.

(d) Officers of Subsidiaries of Surviving Corporation . Unless otherwise determined by Parent prior to the Effective Time, Parent, the Company and the Surviving Corporation shall cause the officers of Sub immediately prior to the Effective Time to be the officers of any Subsidiaries immediately after the Effective Time, each to hold office as an officer of each such Subsidiary in accordance with the provisions of the laws of the respective jurisdiction of organization and the bylaws or equivalent organizational documents of each such Subsidiary.

1.6 Effect of Merger on the Capital Stock of the Constituent Corporations .

(a) Definitions . For all purposes of this Agreement, the following terms shall have the following respective meanings:

“ Additional Escrow Amount ” shall mean a dollar amount equal to ten percent (10%) of the Launch Contingent Payment, if any, which amount shall be deducted from the distribution of such Launch Contingent Payment.

“ Business ” shall mean the business conducted by Parent following the Closing of inserting audio advertisements into audio radio programming broadcasts.

“ Business Day(s) ” shall mean each day that is not a Saturday, Sunday or other day on which Parent is closed for business or banking institutions located in San Francisco, California are authorized or obligated by law or executive order to close.

“ Closing Stockholder Consent ” shall mean the approval by written consent of the holders of at least 95% of the outstanding shares of Company Capital Stock.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Company Capital Stock ” shall mean the Company Common Stock, the Company Preferred Stock and any other shares of capital stock, if any, of the Company. For the avoidance of doubt, Company Capital Stock excludes Company Warrants and Company Options.

“ Company Common Stock ” shall mean the Company Series A Common Stock and Company Series B Common Stock, collectively.

“ Company Options ” shall mean all issued and outstanding options (including commitments to grant options, but excluding Company Warrants) to purchase or otherwise acquire Company Capital Stock (whether or not vested) held by any Person.

“ Company Preferred Stock ” shall mean the Company Series A Preferred Stock, Company Series B-1 Preferred Stock and Company Series B-2 Preferred Stock, collectively.

“ Company Series A Common Stock ” shall mean the Series A Common Stock, par value $0.001 per share, of the Company.

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“ Company Series A Preferred Stock ” shall mean the Series A Preferred Stock, par value $0.001 per share, of the Company.

“ Company Series B Common Stock ” shall mean the Series B Common Stock, par value $0.001 per share, of the Company.

“ Company Series B-1 Preferred Stock ” shall mean the Series B-1 Preferred Stock, par value $0.001 per share, of the Company.

“ Company Series B-2 Preferred Stock ” shall mean the Series B-2 Preferred Stock, par value $0.001 per share, of the Company.

“ Company Warrants ” shall mean all issued and outstanding warrants to purchase Company Capital Stock.

“ Contingent Payment ” shall mean each of the payments described in Article II hereto, payment of which is contingent upon the satisfaction of the contingencies described therein.

“ Contract ” shall mean any mortgage, indenture, lease, contract, covenant, plan, insurance policy or other agreement, instrument, arrangement, obligation, understanding or commitment, permit, concession, franchise or license, whether oral or written (collectively, “ Contracts ”).

“ Dollars ” or “ $ ” shall mean United States Dollars.

“ Escrow Agent ” shall mean U.S. Bank, National Association, or another institution acceptable to Parent and the Stockholder Representative.

“ Escrow Amounts ” shall mean the Initial Escrow Amount and the Additional Escrow Amount, if any, collectively.

“ GAAP ” shall mean U.S. generally accepted accounting principles consistently applied.

“ Initial Escrow Amount ” shall mean a dollar amount equal to ten million two hundred thousand dollars ($10,200,000).

“ Initial Merger Consideration ” shall mean an amount equal to one hundred two million dollars ($102,000,000) less the Third Party Expense Adjustment Amount.

“ Key Employees ” shall mean the individuals set forth on Schedule 1.6(a)(i) hereto.

“ Knowledge ” or “ Known ” shall mean (i) with respect to the Company, the actual knowledge of the Persons identified on Schedule 1.6(a)(ii) , without any duty of inquiry, and (ii) with respect to Parent or Sub, the actual knowledge of the general counsel of Parent without any duty of inquiry.

“ Lien ” shall mean any lien, pledge, charge, claim, mortgage, security interest or other encumbrance of any sort (collectively, “ Liens ”).

“ Material Adverse Effect ” with respect to the Company or Parent shall mean any state of facts, condition, change, development, event or effect that, either alone or in combination with any other change, event or effect, is, or is reasonably likely to be, materially adverse to the business, assets (whether tangible or intangible), condition (financial or otherwise) or operations (or, in the case of Section 7.2(b) only, prospects) of such entity and its subsidiaries, taken as a whole; provided, however, that “Material Adverse Effect” shall not include the effect of any state of facts, condition, change, development, event or effect to the extent resulting from any of the following, either alone or in combination:

(i) the markets in which the company and its subsidiaries operate, to the extent such effect does not disproportionately affect such entity and its subsidiaries;

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(ii) general economic or political conditions (including those affecting the securities markets), to the extent such conditions do not disproportionately affect such entity and its subsidiaries;

(iii) compliance with this Agreement;

(iv) delays in or suspensions or terminations of contracts, or disruptions in supplier, customer, partner or similar business relationships resulting from the public announcement of this Agreement or of the consummation of the transactions contemplated hereby;

(v) acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof; or

(vi) any changes in applicable laws, regulations or accounting rules.

“ Merger Consideration ” shall mean the sum of the Initial Merger Consideration, plus any Contingent Payments that are paid, plus any Contingent Payments that are earned but not yet paid pursuant to the terms of Article II (including, for the avoidance of doubt, any Escrow Amounts or amounts that are subject to set-off pursuant to Section 8.5 ).

“ Non-Disclosure Agreement ” shall mean that certain Mutual Non-Disclosure Agreement effective as of June 10, 2005 by and between Parent and the Company.

“ Person ” shall mean an individual or entity, including a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity (or any department, agency, or political subdivision thereof).

“ Plans ” shall mean the Company’s 2005 Stock Incentive Plan.

“ Pro Rata Portion ” shall mean (i) with respect to each Stockholder, a percentage equal to the quotient of (A) the total number of shares of Company Capital Stock (on an as-converted to common stock basis) held by such Stockholder as of the Effective Time, divided by (B) the Total Outstanding Capitalization, (ii) with respect to each Warrantholder, a percentage equal to the quotient of (A) the maximum aggregate number of shares of Company Common Stock issuable to such Warrantholder upon full exercise, exchange or conversion of all Company Warrants and any other rights (other than Company Options) whether vested or unvested convertible into, exercisable for or exchangeable for, shares of Company Common Stock held by such Warrantholder, divided by (B) the Total Outstanding Capitalization, and (iii) with respect to the Cash Bonus Plan, a percentage equal to the quotient of (A) the aggregate number of Bonus Units authorized for issuance pursuant to the Cash Bonus Plan, divided by (B) the Total Outstanding Capitalization.

“ Related Agreements ” shall mean the Non-Disclosure Agreement, Non-Competition Agreements, Offer Letters, Securityholder Agreements and Proxies.

“ Stockholder ” shall mean any holder of any Company Capital Stock immediately prior to the Effective Time. To the extent a Stockholder also holds Company Options or Company Warrants, that Stockholder shall be deemed a Stockholder only as to that Stockholder’s holdings of Company Capital Stock.

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“ Third Party Expense Adjustment Amount ” shall mean the difference between (i) the amount of the Third Party Expenses reflected on the Statement of Expenses and (ii) the Third Party Expense Cap.

“ Third Party Expense Cap ” shall mean Five Hundred Thousand Dollars ($500,000).

“ Total Outstanding Capitalization ” shall mean the sum of the aggregate number of (i) shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, plus (ii) the maximum number of shares of Company Common Stock issuable, immediately prior to the Effective Time, upon full conversion of the issued and outstanding Company Preferred Stock, plus (iii) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all Company Warrants and any other rights (other than Company Options) whether vested or unvested convertible into, exercisable for or exchangeable for, shares of Company Common Stock, plus (iv) the aggregate number of Bonus Units authorized for issuance pursuant to the Cash Bonus Plan, which, for the avoidance of doubt, shall equal 600,000. Notwithstanding the foregoing, Total Outstanding Capitalization shall not include any shares of Company Capital Stock issuable upon the exercise of Company Warrants that expire or are canceled concurrently with or immediately prior to the Effective Time to the extent not exercised or converted into the right to receive the consideration described in Section 1.6(c)(i) .

“ Warrantholder ” shall mean any holder of Company Warrants immediately prior to the Effective Time. To the extent a Warrantholder also holds Company Capital Stock or Company Options, that Warrantholder shall be deemed a Warrantholder only as to that Warrantholder’s holdings of Company Warrants.

(b) Effect on Stockholders . At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the Stockholders, each Stockholder (other than any holders of Dissenting Shares and excluding, for avoidance of doubt, any Company Warrants and Company Options held by Stockholders, which shall be treated as provided for in Section 1.6(c) below) will receive, subject to the terms and conditions set forth in this Section 1.6 and throughout this Agreement, including the escrow and setoff provisions set forth in Section 1.8(b) and Article VIII hereof and the contingent payment provisions set forth in Article II hereof, upon surrender of any certificates representing shares of Company Capital Stock held by such Stockholder in the manner provided in Section 1.8 hereof, an amount of cash equal to such Stockholder’s Pro Rata Portion of the Initial Merger Consideration and a nontransferable (except by operation of law or pursuant to the terms of Article II ) contingent right to receive, if, when and to the extent payable in accordance with Article II , such Stockholder’s Pro Rata Portion of any Contingent Payments, in each case, rounded to the nearest cent ($0.01) (with amounts greater than or equal to $0.005 rounded up).

(c) Treatment of Company Warrants and Company Options .

(i) Effect on Company Warrants . At the Effective Time, each Company Warrant that is outstanding prior to the Effective Time hereof shall be converted, subject to the terms and conditions set forth in this Section 1.6 and throughout this Agreement, including the escrow and setoff provisions set forth in Section 1.8(b) and Article VIII hereof and the contingent payment provisions set forth in Article II hereof, upon surrender of such Company Warrants in the manner provided in Section 1.8 hereof, into an amount of cash equal to such Warrantholder’s Pro Rata Portion of the Initial Merger Consideration and a nontransferable (except by operation of law or pursuant to the terms of Article II ) contingent right to receive, if, when and to the extent payable in accordance with Article II , such Warrantholder’s Pro Rata Portion of any Contingent Payments, in each case, rounded to the nearest cent ($0.01) (with amounts greater than or equal to $0.005 rounded up). The amount of such Warrantholder’s Pro Rata Portion of the Initial Merger Consideration shall be reduced by an amount equal to the aggregate exercise price of such Warrantholder’s Company Warrants.

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(ii) Effect on Company Options . As of the Effective Time, each Company Option that is outstanding and not cancelled by the Company at or prior to the Effective Time hereof shall be cancelled in exchange for the Bonus Units provided in Section 1.6(c)(iii) .

(iii) Adoption of Cash Bonus Plan . The Company shall grant to eligible participants a conditional right (a “ Bonus Unit ”) under the Cash Bonus Plan to receive a portion of the Initial Merger Consideration and a nontransferable (except by operation of law) contingent right to receive, if, when and to the extent payable in accordance with Article II , a portion of each Contingent Payment, subject to the terms and conditions of the Cash Bonus Plan. As of the Effective Time, Parent shall become obligated to reserve an amount of cash for payment pursuant to the terms and conditions of the Cash Bonus Plan equal to the Cash Bonus Plan’s Pro Rata Portion of the Initial Merger Consideration, and, if, when and to the extent payable in accordance with Article II , the Cash Bonus Plan’s Pro Rata Portion of any Contingent Payments, in each case, rounded to the nearest cent ($0.01) (with amounts greater than or equal to $0.005 rounded up).

(iv) Necessary Actions . Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by Sections 1.6(b) and 1.6(c) under all Company Option agreements, all Company Warrant agreements and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices.

(d) Withholding Taxes . The Company, and on its behalf Parent and the Surviving Corporation, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under any provision of federal, local or foreign tax law or under any applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

(e) Capital Stock of Sub . Each share of common stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

1.7 Dissenting Shares .

(a) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has properly demanded and not effectively withdrawn or lost such holder’s appraisal, dissenters’ or similar rights for such shares under Delaware Law and under Chapter 13 of the California Corporations Code (“ California Law ”), if applicable (collectively, the “ Dissenting Shares ”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.6(b) hereof, but the holder thereof shall only be entitled to such rights as are provided by Delaware Law and California Law, if applicable.

(b) Notwithstanding the provisions of Section 1.7(a) hereof, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal or dissenters’ rights under Delaware Law and California Law, if applicable, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.6(b) hereof, without interest thereon, and subject to the provisions of Section 8.6 hereof, upon surrender of the certificate representing such shares.

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(c) The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law or California Law, and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Stockholder prior to the Company receiving Parent’s consent. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement (taking into account the expected value of any Contingent Payments) or (ii) incurs any Losses, (including attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “ Dissenting Share Payments ”), Parent shall be entitled to recover under the terms of Article VIII hereof the amount of such Dissenting Share Payments.

1.8 Surrender of Certificates .

(a) Exchange Agent . Computershare Trust Company, N.A., or another Person selected by Parent to the reasonable satisfaction of the Stockholder Representative, shall serve as the exchange agent (the “ Exchange Agent ”) for the Merger. Any cash deposited with the Exchange Agent shall be referred to as the “ Exchange Fund .”

(b) Initial Merger Consideration and Escrow Deposits . Immediately following the Closing, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the Initial Merger Consideration. Notwithstanding Sections 1.6(b) and 1.6(c) hereof, Parent shall deposit into the Escrow Fund: (i) a portion of the Initial Merger Consideration otherwise payable pursuant to Section 1.6 hereof equal to the Initial Escrow Amount, and (ii) a portion of the Launch Contingent Payment, if any, otherwise payable pursuant to Section 1.6 in accordance with Article II hereof (at the time such Launch Contingent Payment becomes payable) equal to the Additional Escrow Amount. Parent shall be deemed to have contributed with respect to each Stockholder, Warrantholder and the Cash Bonus Plan his, her or its Pro Rata Portion of the Escrow Amounts to the Escrow Fund at such times, rounded to the nearest cent ($0.01) (with amounts greater than or equal to $0.005 rounded up).

(c) Exchange Procedures . As soon as commercially practicable after the date hereof, Parent or the Exchange Agent shall deliver a letter of transmittal in substantially the form of Exhibit F (the “ Letter of Transmittal ”) to each Stockholder and Warrantholder at the address set forth opposite each such Stockholder and Warrantholder’s name on the Spreadsheet. After receipt of such letter of transmittal and any other documents that Parent or the Exchange Agent may require in order to effect the exchange (the “ Exchange Documents ”), the Stockholders and Warrantholders will surrender the certificates representing their shares of Company Capital Stock (the “ Company Stock Certificates ”) or Company Warrants, as the case may be, to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of a Company Stock Certificate or Company Warrants, as the case may be, for cancellation to the Exchange Agent, or such other agent or agents as may be appointed by Parent, together with such Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, and subject to the terms of Section   1.8(d) hereof, the holder of such Company Stock Certificate or Company Warrant, as the case may be, shall be entitled to receive from the Exchange Agent in exchange therefor, the cash amount to which such holder is entitled pursuant to Section 1.6(b) less the amount of cash deposited or to be deposited into the Escrow Fund on such Stockholder or Warrantholder’s behalf pursuant to Section 1.8(b) hereof and Article VIII hereof, and the Company Stock

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Certificate or Company Warrant, as the case may be, so surrendered shall be cancelled. In addition, holders of Company Stock Certificates or Company Warrants, as the case may be, surrendered pursuant to the terms of the preceding sentence shall be entitled to receive from the Exchange Agent, as soon as commercially practicable after such amounts become payable pursuant to the terms of Article II , the cash amount to which such holder is entitled pursuant to Article II hereof, subject to the holdback of the Additional Escrow Amount pursuant to the terms of Section 1.8(b) hereof. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the consideration provided for in this Article I . No portion of the Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and the Exchange Documents pursuant hereto.

(d) Transfers of Ownership . If any cash amounts are to be disbursed pursuant to Section 1.6(b) hereof to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Merger Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

(e) Exchange Agent to Return Merger Consideration . At any time following the last day of the sixth month following the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to Parent or its designated successor or assign all cash amounts relating to the Initial Merger Consideration that have been deposited with the Exchange Agent and any and all interest thereon or other income or proceeds thereof not disbursed to the holders of Company Stock Certificates pursuant to Section 1.8(c) hereof. At any time following the last day of the sixth month following the date upon which Parent deposits the funds relating to a Contingent Payment, if any, with the Exchange Agent (after such Contingent Payment becomes due and payable pursuant to Article II ), Parent shall be entitled to require the Exchange Agent to deliver to Parent or its designated successor or assign all cash amounts relating to the Contingent Payment that have been deposited with the Exchange Agent and any and all interest thereon or other income or proceeds thereof not disbursed to the holders of Company Stock Certificates pursuant to Section 1.8(c) hereof. Following return to Parent of any portion of the Merger Consideration as provided in this Section 1.8(e) , thereafter the holders of Company Stock Certificates shall be entitled to look only to Parent (subject to the terms of Section 1.8(g) hereof) only as general creditors thereof with respect to any and all cash amounts that may be payable to such holders of Company Stock Certificates pursuant to Section 1.6(b) hereof upon the due surrender of such Company Stock Certificates and duly executed Exchange Documents in the manner set forth in Section 1.8(c) hereof. No interest shall be payable for the cash amounts delivered to Parent pursuant to the provisions of this Section 1.8(e) and which are subsequently delivered to the holders of Company Stock Certificates.

(f) Investment of Exchange Fund . The Exchange Agent shall invest the cash deposited by Parent into the Exchange Fund as directed by Parent on a daily basis; provided, however, that no such investment or loss thereon shall affect the amounts payable to the Stockholders, Warrantholders and Cash Bonus Plan pursuant to Section 1.6(b) hereof. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to the Stockholders pursuant to Section 1.6(b) hereof shall promptly be paid to Parent. Any loss or other reduction resulting from such investment shall be reimbursed by Parent such that the total cash in the Exchange Fund shall at all times be an amount equal to or greater than the Merger Consideration then payable less amounts previously paid to holders of Company Stock Certificates pursuant to Section 1.6(b) or deposited in the Escrow Fund pursuant to Section 1.8(b) and Article VIII hereof.

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(g) No Liability . Notwithstanding anything to the contrary in this Section   1.8 , neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official as required by any applicable abandoned property, escheat or similar law.

1.9 No Further Ownership Rights in Company Capital Stock . The cash amounts paid or payable in respect of the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I .

1.10 Lost, Stolen or Destroyed Certificates . In the event any Company Stock Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such amount, if any, as may be required pursuant to Section 1.6(b) hereof; provided, however , that Parent may, in its discretion and as a condition precedent to the issuance of such amount, require the Stockholder who is the owner of such lost, stolen or destroyed certificates to either (a) deliver a bond in such amount as it may reasonably direct or (b) provide an indemnification agreement in a form and substance acceptable to Parent, against any claim that may be made against Parent or the Exchange Agent with respect to the certificates alleged to have been lost, stolen or destroyed.

1.11 Taking of Necessary Action; Further Action . If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

ARTICLE II

CONTINGENT CONSIDERATION PROVISIONS

2.1 General Provisions .

(a) Contingent Payments Generally . The parties acknowledge and agree that the achievement by the Parent of certain product launch, revenue and ad inventory milestone targets (as described in this Article II and the Schedules attached hereto) are material factors in determining the valuation of the Company by Parent.

(b) Contingent Payments as Merger Consideration . The portions of the Contingent Payments payable to the Stockholders pursuant to this Article II are intended to be treated for Tax purposes as additional consideration for the Company Capital Stock and Company Warrants purchased by Parent in the Merger and shall be treated as such (subject to the requirement to treat a portion as imputed interest) for all Tax purposes except to the extent reasonably determined by Parent in the event of a dispute with, or contrary guidance or instruction is issued by, a taxing authority. Parent intends to treat the portions of the Contingent Payments payable to the participants in the Cash Bonus Plan pursuant to this Article II as compensation income taxable at ordinary income rates, and to the extent any participant in the Cash Bonus

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Plan received rights under the Cash Bonus Plan by virtue of being (or having been) an employee of the Company, shall be subject to all employment-related withholding taxes. Notwithstanding anything to the contrary, Parent makes no representations or warranties to the Company, Stockholders, Warrantholders or participants in the Cash Bonus Plan regarding the Tax treatment of the transactions contemplated by this Agreement by any taxing authority, or any of the Tax consequences to any Stockholder, Warrantholder or participant in the Cash Bonus Plan relating to the transactions contemplated by this Agreement. Each of the Company, the Stockholders, the Warrantholders and the participants in the Cash Bonus Plan must rely solely on its own tax advisors in connection with the transactions contemplated hereby.

(c) Payment to, and Allocation among, Stockholders, Warrantholders and the Cash Bonus Plan . Any Contingent Payments provided for in this Article II shall be allocated among the Stockholders, the Warrantholders and the Cash Bonus Plan in accordance with the terms of the Agreement. Any reference herein to payment of Contingent Payments to the Stockholders, Warrantholders and the Cash Bonus Plan provided for in this Article II shall be paid as follows: (i) in the case of payments to Stockholders and Warrantholders, the aggregate amount allocable to the Stockholders and Warrantholders shall be paid to the Exchange Agent for further distribution to the Stockholders and Warrantholders as soon as practicable thereafter, and (ii) in the case of payments to be made to the Cash Bonus Plan, the aggregate amount allocable to the Cash Bonus Plan shall be paid to the participants in the Cash Bonus Plan in accordance with the provisions of the Cash Bonus Plan.

(d) Contingent Payment Rights Not Transferable . No Stockholder or Warrantholder may, directly or indirectly, sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Contingent Payments provided for herein, other than transfers (i) by the laws of divorce, descent and distribution or succession, (ii) to the Stockholder’s spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of Stockholder, or to a trust or trusts for the exclusive benefit of the Stockholder or the above-mentioned members of the Stockholder’s family for valid estate planning purposes or (iii) to Affiliated Persons, in each case conditioned upon the Stockholder Representative delivering to Parent prior written notice of such transfer a reasonable time prior to the transfer being effected; provided that Parent, the Exchange Agent and the Escrow Agent shall not be required to give effect to any transfer until such parties have received from the transferor and/or the Stockholder Representative all of the documentation, instruments and information they may reasonably request in order to properly reflect such transfer. The notice of transfer must include (in addition to any information requested by Parent, the Exchange Agent and the Escrow Agent) the name and address of the transferee, taxpayer identification number of the transferee, and a revised Spreadsheet giving effect to the transfer. Any transfer in violation of this Section 2.1(d) shall be null and void and need not be recognized by Parent. Transfers by participants in the Cash Bonus Plan shall be permitted only to the extent permitted by the terms of the Cash Bonus Plan (if at all).

(e) Payment Adjustment Fund . For each of calendar years 2006, 2007 and 2008, ten percent (10%) of each Revenue Contingency Payment and Inventory Contingency Payment (rounded down to the nearest $0.01) relating to a Revenue Payment Period or Inventory Payment Period, as applicable, ending on March 31, June 30 or September 30 of such year shall be deducted from such Revenue Contingency Payment or Inventory Contingency Payment, and instead shall be deposited with the Escrow Agent (such deposits, together with interest accruing thereon are referred to as the “ Payment Adjustment Fund ” for such year) to be held available to reimburse Parent for any Payment Overage (as defined in Section 2.4(b) ) relating to any Revenue Contingency Payment and/or Inventory Contingency Payment made in such year.

(f) Setoff Against Contingent Payments . Each Contingent Payment shall be subject to Parent’s right of setoff as and to the extent provided in Article VIII of the Agreement.

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2.2 Definitions Applicable to this Article II .

(a) Capitalized terms not defined in this Article II shall have the meanings ascribed to them in the Agreement.

(b) The term “ acquire ” (and variants of such term) used with reference to Radio Spots and Internet Spots means to acquire the right to insert audio advertisements into such Radio Spot or Internet Spot, as applicable.

(c) “ Adjusted Listener Count ” shall mean, for each Covered Unused Radio Spot, the product of (i) the Listener Count for such Covered Unused Radio Spot, times (ii) the quotient obtained by dividing (A) the length (in seconds) of such Covered Unused Radio Spot, by (B) the average length (in seconds) of all Covered Radio Advertisements broadcast during Covered Used Radio Spots during the Inventory Payment Period in which the Covered Unused Radio Spot occurs.

(d) “ Affiliate ” of any entity (or entities that are “ Affiliated ”) shall mean any other entity who either directly or indirectly through one or more intermediaries is in control of, is controlled by, or is under common control with, such entity. For purposes of this definition, “control” when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(e) “ AudioAds Product ” shall mean the products and services to be provided by Parent to (i) acquire and manage Radio Spots and Internet Spots; (ii) sell such advertising inventory to its network of advertisers; (iii) dynamically insert audio advertisements into such advertising inventory; and (iv) manage the ad creation, ad campaign management, reporting, billing and payments related thereto.

(f) “ AudioAds Operating Group ” shall mean the operating group (including development, sales, support, administrative and other personnel) within Parent that has principal responsibility for (i) developing, launching and maintaining the AudioAds Product, the Company System and the Broadcast Automation Product, (ii) the sales and marketing of the use of the AudioAds Product, Company System and the Broadcast Automation Product and (iii) managing and developing relationships with advertisers, advertising agencies, content producers and syndicators, broadcasters and other parties with whom Parent interacts in connection with the AudioAds Product, the Company System and the Broadcast Automation Product.

(g) “ Barter Transaction ” shall mean a transaction in which Parent acquires one or more Radio Spots or Internet Spots, audio content, data or other property (tangible or intangible), services or rights in exchange for Parent providing (or entering into an obligation to provide) non-monetary consideration (that is, consideration other than the payment of cash or the obligation to pay cash), either alone or together with monetary consideration.

(h) “ Broadcast Automation Product ” shall mean Parent’s programming automation solution and related services for Covered Radio Media broadcasters.

(i) “ Company System ” shall mean the system (which may comprise software and/or hardware) developed by the Company (as such system may be modified, replaced or augmented from time to time by Parent following the Closing) that enables Parent to dynamically insert audio advertisements into Radio Spots and Internet Spots as directed by servers controlled by Parent, over an internet protocol network.

(j) “ Contingent Payment Report ” shall mean a Revenue Contingency Report or an Inventory Contingency Report.

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(k) “ Costs of Revenues ” shall mean, with respect to a Revenue Payment Period, the following costs and expenses recognized by Parent during such period in accordance with GAAP (as applied by Parent) , resulting from payments made to, property or services provided to or obligations owed to third parties in consideration for the following (subject to the provisions of Section 2.7 ):

(i) Parent acquiring Radio Spots;

(ii) Parent acquiring Internet Spots;

(iii) Parent acquiring the right to insert advertisements into [***];

(iv) Parent acquiring [***] (including acquiring [***]);

(v) Parent acquiring [***]; and

(vi) Parent acquiring [***].

Such costs and expenses may include monetary and/or non-monetary consideration (including pursuant to a Barter Transaction). Such costs and expenses include payments, transfers and obligations made to:

(1) The parties from whom Parent acquire the right to insert advertisements as described in (i), (ii) and (iii) above (including (A) radio stations, (B) radio station groups, (C) audio content producers, (D) audio content syndicators and (E) other parties that have the right to place Covered Radio Advertisements and Covered Internet Advertisements);

(2) The parties from whom Parent acquires [***] as described in (iv) and (v) above; and

(3) The parties from whom Parent acquires [***] services for [***].

In the case of a Barter Transactions in which Parent provides the Broadcast Automation Product, services based on [***] or services in exchange for Radio Spots or Internet Spots, the Cost of Revenues for such Radio Spots and Internet Spots resulting from the bartered property shall be the third party costs incurred by Parent in procuring and providing property and services required to provide such bartered property or services. In the case of any other Barter Transactions, the Cost of Revenues related to such Barter Transactions shall be as determined by the parties in good faith; provided that for any such other Barter Transaction with respect to which the parties have not agreed upon treatment (an “ Unagreed Barter Transaction ”), no cost associated with such Barter Transaction will count toward or be included in the definition of Cost of Revenues.

(l) “ Covered Internet Advertisement ” shall mean an audio advertisement inserted using the Company System within (or immediately before or after) other audio content (in the form of an audio file or audio stream) distributed over the internet.

(m) “ Covered Inventory Amount ” shall mean (subject to the provisions of Section 2.7 ), for an Inventory Payment Period, the quotient obtained by dividing:

(i) the sum of (1) the sum of the Listener Counts for all Covered Radio Advertisements inserted into Covered Radio Spots broadcast during such Inventory Payment Period plus (2) the sum of the Adjusted Listener Counts for all Covered Unused Radio Spots that occur during such Inventory Payment Period, by

(ii) three.

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(n) “ Covered Net Revenue ” shall mean, for a Revenue Payment Period, the following, as determined in accordance with GAAP as applied by Parent (subject to the provisions of Section 2.7 ):

(i) the revenues recognized by Parent (which, for the avoidance of doubt, are calculated after giving effect to contra revenue items including sales allowance) during such period from:

(1) Covered Radio Advertisements;

(2) Covered Internet Advertisements;

(3) [***];

(4) [***];

(5) [***]; and

(6) [***];

LESS, in each case

(ii) the Cost of Revenues related to such revenues described above for such period;

provided that, no revenue derived from any Unagreed Barter Transaction (including indirectly from the property or services acquired in such Unagreed Barter Transaction), will count toward or be included in the definition of Covered Net Revenue

(o) “ Covered Radio Advertisement ” shall mean an audio advertisement inserted into a Radio Spot by Parent using the Company System.

(p) [***].

(q) “ Covered Radio Media ” shall mean the following media, which are used primarily for, respectively, the broadcast and transmission of audio programming: (i) Terrestrial Broadcast Radio and (ii) digital audio radio satellite, including by XM Satellite Radio Inc., Sirius Satellite Radio Inc. and other digital audio radio satellite providers to end user digital audio radio satellite receivers; provided that , for clarification, “Covered Radio Media” shall not include the internet (even with respect to a rebroadcast or simulcast over the internet of the programming content that is or was broadcast over Covered Radio Media).

(r) “ Covered Radio Media Content ” shall mean audio programming content broadcast by commercial radio broadcasters over Covered Radio Media.

(s) “ Covered Radio Spot ” shall mean a Radio Spot (i) into which Parent is, pursuant to a written contract, entitled to insert Covered Radio Advertisements using the Company System; (ii) which is recognized by the Company System as available for advertisement insertion (by “tokenization” or otherwise) and (iii) into which the Company System has the capability of inserting Covered Radio Advertisements; provided that, in the case of clause (i), the Contract has been entered into in compliance with Parent’s policies and procedures for contract review, approval and execution, including Parent’s “Deal Review” process and signature authority policy; provided further that the parties acknowledge that the Contracts listed on Schedule 2.2(s) have been approved by Parent’s “Deal Review” process and signature authority policy.

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(t) “ Covered Unused Radio Spot ” shall mean a Covered Radio Spot that has occurred and during which no Covered Radio Advertisements were broadcast.

(u) “ Covered Used Radio Spot ” shall mean a Covered Radio Spot that has occurred and during which one or more Covered Radio Advertisement was broadcast.

(v) [***].

(w) “ Internet Spot ” shall mean each opportunity to play a Covered Internet Advertisement.

(x) “ Inventory Contingency Payment ” shall mean, for an Inventory Payment Period, the payment amount calculated in accordance with Section 2.3(d) or 2.3(e) below, as applicable.

(y) “ Inventory Payment Period ” shall mean each of the following periods (inclusive of the beginning and ending dates of each such period):

January 1, 2006 through March 31, 2006

April 1, 2006 through June 30, 2006

July 1, 2006 through September 30, 2006

October 1, 2006 through December 31, 2006

January 1, 2007 through March 31, 2007

April 1, 2007 through June 30, 2007

July 1, 2007 through September 30, 2007

October 1, 2007 through December 31, 2007

January 1, 2008 through March 31, 2008

April 1, 2008 through June 30, 2008

July 1, 2008 through September 30, 2008

October 1, 2008 through December 31, 2008

(z) “ Inventory Reference Amount ” shall mean, (1) for an Inventory Payment Period ending on or before December 31, 2007, the amount set forth in the table entitled “ 2006-2007 Inventory Table ” in Schedule 2.2(z)(i) directly to the right, in such table, of the entry in the Covered Inventory Amount column that includes the Covered Inventory Amount achieved for such Inventory Payment Period, and (2) for Inventory Payment Period ending after January 1, 2008, the amount set forth in the table entitled “ 2008 Inventory Table ” in Schedule 2.2(z)(ii) directly to the right, in such table, of the entry in the Covered Inventory Amount column that includes the Covered Inventory Amount achieved for such Inventory Payment Period.

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(aa) “ Listener Count ” shall, for a Covered Radio Spot, mean the measure of the number of listeners applicable to such Covered Radio Spot, determined as follows:

(i) For Covered Radio Advertisements and Covered Unused Radio Spots broadcast over Terrestrial Broadcast Radio:

(1) If the radio station (as recognized by its call-sign) broadcasting such Covered Radio Advertisement or Covered Unused Radio Spot is not rated by Arbitron, Inc. (“ Arbitron ”), then the parties will assign to such Covered Radio Advertisement or Covered Unused Radio Spot an Average Quarter Hour Persons (AQH Persons) aged 12 and older (“ AQH Persons 12+ ”) measure of 100; provided that if the parties determine in good faith that 100 is not the appropriate measure for such station, then they will negotiate in good faith an appropriate higher measure.

(2) If the radio station (as recognized by its call-sign) broadcasting such Covered Radio Advertisement or Covered Unused Radio Spot is rated by Arbitron, then the parties will use an Arbitron measure for AQH persons that is equal to the greater of the sum of all Metro markets or Designated Market Area (DMA) Arbitron measure for AQH Persons 12+ for such station for the narrowest Arbitron day part associated with such Covered Radio Advertisement or Covered Unused Radio Spot; provided that the minimum measure shall be 100.

(ii) For Covered Radio Advertisements or Covered Unused Radio Spots broadcast over digital audio radio satellite, the audience measurement shall be Arbitron’s most recently published data.

(iii) The parties agree to use the most recently available published listener count data that is effective in the Company System.

(iv) The methodology described in this definition is intended to describe the current methodology used by the Company to present audience measurement data to its advertisers for purposes of purchasing and determining pricing for Covered Radio Spots. Upon request of one of the Parties from time to time, the Parties agree to discuss and consider in good faith whether the methodologies defined herein remain valid, and if, in the exercise of their good faith judgment, they determine that they do not, including if Arbitron ceases to provide data, then the Parties shall negotiate in good faith appropriate modifications to this Listener Count definition.

(bb) “ Maximum Inventory Contingent Consideration ” shall mean the maximum total amount of Inventory Contingency Payments that may be earned pursuant to Sections 2.3(d) and 2.3(e) of this Article II below, which (i) for the period 2006 – 2007 is equal to an aggregate of $90,000,000 and (ii) for the period 2008 is equal to an aggregate of $181,000,000.

(cc) “ Maximum Revenue Contingent Consideration ” shall mean the maximum total amount of Revenue Contingency Payments that may be earned pursuant to Sections 2.3(b) and 2.3(c) below, which (i) for the period 2006 – 2007 is equal to an aggregate of $300,000,000 and (ii) for the period 2008 is equal to an aggregate of $540,000,000.

(dd) “ Parent ” shall, for purposes of this Article II , mean Parent and/or its consolidated subsidiaries.

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(ee) “ Party ” and “ Parties ” shall mean, for purposes of this Article II , Parent and the Stockholder Representative.

(ff) [***].

(gg) [***].

(hh) “ Radio Spot ” shall mean a contiguous segment of not less than 10 seconds of audio broadcasting airtime on Covered Radio Media that may be filled with audio advertisements.

(ii) “ Revenue Contingency Payment ” shall mean, for a Revenue Payment Period, the payment amount calculated in accordance with Sections 2.3(b) or 2.3(c) below, as applicable.

(jj) “ Revenue Payment Period ” means each of the following periods (inclusive of the beginning and ending dates of each such period):

January 1, 2006 through March 31, 2006

January 1, 2006 through June 30, 2006

January 1, 2006 through September 30, 2006

January 1, 2006 through December 31, 2006

April 1, 2006 through March 31, 2007

July 1, 2006 through June 30, 2007

October 1, 2006 through September 30, 2007

January 1, 2007 through December 31, 2007

January 1, 2008 through March 31, 2008

January 1, 2008 through June 30, 2008

January 1, 2008 through September 30, 2008

January 1, 2008 through December 31, 2008

(kk) “ Revenue Reference Amount ” shall mean, (1) for a Revenue Payment Period ending on or before December 31, 2007, the amount set forth in the table entitled “ 2006-2007 Revenue Table ” in Schedule 2.2(kk)(i) directly to the right, in such table, of the entry in the Covered Net Revenues column which includes the Covered Net Revenue amount achieved for such Revenue Payment Period, and (2) for a Revenue Payment Period ending after January 1, 2008, the amount set forth in the table entitled “ 2008 Revenue Table ” in Schedule 2.2(kk)(ii) directly to the right, in such table, of the entry in the Covered Net Revenues column which includes the Covered Net Revenue amount achieved for such Revenue Payment Period.

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(ll) “ Terrestrial Broadcast Radio ” means analog terrestrial radio broadcasting and digital terrestrial radio broadcasting (in all cases, using radio wave transmission, in the AM and the FM broadcast bands).

2.3 Contingent Payments . The Stockholders, Warrantholders and Cash Bonus Plan shall be entitled to the following Contingent Payments :

(a) Product Launch . Parent shall pay to the Stockholders, Warrantholders and the Cash Bonus Plan (in accordance with the provisions of Section 2.4 ) Twenty Five Million Dollars ($25,000,000) (the “ Launch Contingent Payment ”) in cash if and only if, prior to the three (3) year anniversary of the Closing Date (“ Launch Contingency Date ”), Parent launches a self-service version of the AudioAds Product that is generally available to U.S. advertisers and that is integrated with Parent’s billing infrastructure and GAIA login system and AdWords interface (the “ Launch Milestone ”); provided that any such product launch shall be subject to Parent’s product launch processes and procedures and shall be subject to Parent’s determination of when the AudioAds Product is ready for launch (including Parent’s determination as to the necessary features, performance, scalability, and security requirements for launch and Parent’s determination of whether or not any features described above are to be included in the AudioAds Product at launch).

(b) 2006-2007 Revenue Milestones . For each completed Revenue Payment Period ending on or before December 31, 2007, Parent shall pay (in accordance with the provisions of Section 2.4 ) to the Stockholders, Warrantholders, and the Cash Bonus Plan (in accordance with their respective Pro Rata Portions) cash in the aggregate equal to (i) for the first Revenue Payment Period during such period, the Revenue Reference Amount for such Revenue Payment Period, and (ii) for each subsequent Revenue Payment Period during such period, the amount, if any, by which (A) the Revenue Reference Amount for such Revenue Payment Period exceeds (B) the highest Revenue Reference Amount achieved in any of the prior completed Revenue Payment Periods.

(c) 2008 Revenue Milestones . For each completed Revenue Payment Period ending after January 1, 2008 and on or before December 31, 2008, Parent shall pay (in accordance with the provisions of Section 2.4 ) to the Stockholders, Warrantholders and the Cash Bonus Plan (in accordance with their respective Pro Rata Portions) cash in the aggregate equal to (i) for the first Revenue Payment Period during such period, the Revenue Reference Amount for such Revenue Payment Period, and (ii) for each subsequent Revenue Payment Period during such period, the amount, if any, by which (A) the Revenue Reference Amount for such Revenue Payment Period exceeds (B) the highest Revenue Reference Amount achieved in any of the prior completed Revenue Payment Periods ended after January 1, 2008.

(d) 2006-2007 Inventory Milestones . For each completed Inventory Payment Period ending on or before December 31, 2007, Parent shall pay (in accordance with the provisions of Section 2.4 ) to the Stockholders, Warrantholders and Cash Bonus Plan (in accordance with their respective Pro Rata Portions) cash in the aggregate equal to (i) for the first Inventory Payment Period during such period, the Inventory Reference Amount for such Inventory Payment Period, and (ii) for each subsequent Inventory Payment Period during such period, the amount, if any, by which (A) the Inventory Reference Amount for such Inventory Payment Period exceeds (B) the highest Inventory Reference Amount achieved in any of the prior completed Inventory Payment Periods .

(e) 2008 Inventory Milestones . For each completed Inventory Payment Period ending after January 1, 2008 and on or before December 31, 2008, Parent shall pay (in accordance with the provisions of Section 2.4 ) to the Stockholders, Warrantholders and Cash Bonus Plan (in accordance with their respective Pro Rata Portions) cash in the aggregate equal to (i) for the first Inventory Payment Period during such period, the Inventory Reference Amount for such Inventory Payment Period, and (ii) for each

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subsequent Inventory Payment Period during such period, the amount, if any, by which (A) the Inventory Reference Amount for such Inventory Payment Period exceeds (B) the highest Inventory Reference Amount achieved in any of the prior completed Inventory Payment Periods ended after January 1, 2008.

(f) Calculation of Reference Amounts . For purposes of clarification, in no event, with respect to the 2006-2007 time period and the 2008 time period, will Parent be required to pay an aggregate amount of Revenue Contingency Payments or Inventory Contingency Payments that is in excess of the highest Revenue Reference Amount or Inventory Reference Amount, as applicable, actually achieved in any of the completed Revenue Payment Periods or Inventory Payment Periods during such 2006-2007 time period or 2008 time period, as applicable, subject in any event to Parent’s right to recover for indemnity claims and Payment Overages. Any Launch Contingent Payment that is not earned as provided herein and any portion of the Maximum Inventory Contingent Consideration and Maximum Revenue Contingent Consideration that are not earned as provided herein shall in each case not be included in the Merger Consideration and shall not be paid to the Stockholders, Warrantholders or the Cash Bonus Plan.

(g) Period from January 1, 2006 through Closing . For purposes of determining the Revenue Reference Amount and Inventory Reference Amount for the first Revenue Reference Period and Inventory Reference Period of 2006, transactions occurring between January 1, 2006 and the Closing will be counted (notwithstanding that they occurred prior to the Closing) to the extent that they would have counted had they occurred after the Closing.

2.4 Reports and Payment .

(a) Launch Contingency Report . Upon the written request of the Stockholder Representative (provided that not more than one such request shall be made each calendar quarter), Parent shall no later than fifteen (15) Business Days following receipt of such request, deliver to the Stockholder Representative a report setting forth the Parent’s assessment of the progress towards the launch of the AudioAds Product. No later than thirty (30) days following achievement of the Launch Milestone, Parent shall pay the Launch Contingent Payment to the Stockholders, the Warrantholders and the Cash Bonus Plan.

(b) Revenue Contingency Report; Payment; Overage Claim .

(i) No later than sixty (60) days following the last day of each Revenue Payment Period (ninety (90) days in the case of a Revenue Payment Period ending on December 31 of any year), Parent shall deliver to the Stockholder Representative and the Escrow Agent a written report setting forth Parent’s good faith determination of the Covered Net Revenue and the Revenue Reference Amount for such Revenue Payment Period, and the resulting Revenue Contingency Payment payable, if any, for such Revenue Payment Period (the “ Revenue Contingency Report ”).

(ii) No later than sixty (60) days following the last day of each Revenue Payment Period (ninety (90) days in the case of a Revenue Payment Period ending on December 31 of any year), Parent shall pay to the Stockholders and to the Cash Bonus Plan the amount of the Revenue Contingency Payment, subject to Sections 2.1(e) and 2.1(f) .

(iii) If Parent determines that it made one or more Revenue Contingency Payments in respect of Revenue Payment Periods occurring during a calendar year that were in excess of the amounts that it should have paid, Parent may include in the Revenue Contingency Report for the Revenue Payment Period ending December 31 of such calendar year a written report setting forth Parent’s good faith determination of such excess payment, including the adjusted Covered Net Revenue(s) and the Revenue Reference Amount(s) for the applicable Revenue Payment Period(s). Such an excess payment of a Revenue Contingency Payment, or an excess payment of an Inventory Contingency Payment described in

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Section 2.4(c) below, is referred to herein as a “ Payment Overage .” If Parent fails to include in the Revenue Contingency Report for the Revenue Payment Period ending December 31 of a calendar year a written report setting forth Parent’s good faith determination of any Payment Overage in respect of Revenue Payment Periods occurring during such calendar year, Parent waives any right to object to the amount of any such Revenue Contingency Payments, unless the Stockholder Representative submits to Parent and the Escrow Agent a Payment Dispute Report with respect any such Revenue Contingency Payments.

(c) Inventory Contingency Report; Payment; Overage Claim .

(i) No later than sixty (60) days (ninety (90) days in the case of an Inventory Payment Period ending on December 31 of any year) following the last day of each Inventory Payment Period, Parent shall deliver to the Stockholder Representative and the Escrow Agent a written report setting forth Parent’s good faith determination of the Covered Inventory Amount and the Inventory Reference Amount for such Inventory Payment Period, and the Inventory Contingency Payment payable, if any, for such Inventory Payment Period (the “ Inventory Contingency Report ”). The Inventory Contingency Report and the Revenue Contingency Report for a period may be combined into a single report.

(ii) No later than sixty (60) days following the last day of each Inventory Payment Period (ninety (90) days in the case of an Inventory Payment Period ending on December 31 of any year), Parent shall pay to the Stockholders and the Cash Bonus Plan the amount of the Inventory Contingency Payment, subject to Sections 2.1(e) and 2.1(f) of this Article II .

(iii) If Parent determines in good faith that it made one or more Inventory Contingency Payments in respect of Inventory Payment Periods occurring during a calendar year that were in excess of the amounts that it should have paid, Parent may include in the Inventory Contingency Report for the Inventory Payment Period ending December 31 of such calendar year a written report setting forth Parent’s good faith determination of such excess payment, including the adjusted Covered Inventory Amount(s) and the Inventory Reference Amount(s) for the applicable Inventory Payment Period(s). If Parent fails to include in the Inventory Contingency Report for the Inventory Payment Period ending December 31 of a calendar year a written report setting forth Parent’s good faith determination of any Payment Overage in respect of Inventory Payment Periods occurring during such calendar year, Parent waives any right to object to the amount of any such Inventory Contingency Payments, unless the Stockholder Representative submits to Parent and the Escrow Agent a Payment Dispute Report with respect any such Inventory Contingency Payments.

2.5 Stockholder Representative Review .

(a) Upon the written request of the Stockholder Representative (a “ Review Request ”), Parent shall promptly deliver to the Stockholder Representative a copy of all supporting work papers and accounting records reasonably requested by the Stockholder Representative that were utilized in preparing the Contingent Payment Report relating to any Revenue Payment Period or Inventory Payment Period; provided however that a Review Request must be made, if at all, no later than one hundred eighty (180) days following the last day of the calendar year during which occurred the Revenue Payment Period or Inventory Payment Period to which the Review Request relates. The review provided for in this Section 2.5(a) shall occur during ordinary business hours, and shall be at the Stockholder Representative’s sole expense.

(b) Information provided to the Stockholder Representative under the terms of this Article II (including the existence and amounts of any Contingent Payments and the fact of any dispute relating to any Contingent Payment) shall be referred to as “ Confidential Information .” The Stockholder Representative shall, (i) except as required by law, keep all Confidential Information confidential, shall not disclose or reveal any Confidential Information to any person other than its Representatives (as defined below) who are actively and directly participating in Stockholder Representative’s review or dispute of the

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Contingent Payments provided for herein and shall cause those persons to observe the terms of this provision; (ii) shall not use Confidential Information for any purpose other than in connection with its review or dispute of the Contingent Payments as provided for herein. The Stockholders and Warrantholders shall be responsible for any breach of the terms of this provision by them or their Representatives. “ Representative ” shall mean, as to the Stockholder Representative, its agents and advisors (including, without limitation, financial advisors, attorneys and accountants). Parent shall keep and retain complete and accurate records in sufficient detail to reasonably enable the Stockholder Representative to complete the review described above.

(c) Parent shall cause such records to be kept and retained in sufficient detail to satisfy Parent’s obligations under Section 2.5(a) . If any such information required to be delivered under Section 2.5(a) is maintained by Parent in electronic form, Parent shall make such information available to the Stockholder Representative in electronic form.

2.6 Disagreements .

(a) If the Stockholder Representative concludes in good faith that a Revenue Contingency Report or Inventory Contingency Report contains inaccuracies or that the calculations of the Contingent Payment or Payment Overage, as applicable, contained in a Revenue Contingency Report or Inventory Contingency Report do not comply with the terms of this Agreement in any way, the Stockholder Representative may notify Parent and Escrow Agent of its conclusions (such notice, a “ Payment Dispute Report ”). Any Payment Dispute report delivered by the Stockholder Representative must be in writing, shall state in reasonable detail the basis for the conclusion and its calculation of the Contingent Payment due to the Stockholders, Warrantholders and the Cash Bonus Plan and/or, if applicable, the Payment Overage due to Parent, and shall be delivered to Parent and the Escrow Agent no later than one hundred eighty (180) days after the end of the calendar year during which occurred the Revenue Payment Period(s) and Inventory Payment Period(s) that are the subject of the Payment Dispute Report (such period, the “ Dispute Period ” for Contingency Periods during such calendar year). A Revenue Contingency Report or Inventory Contingency Report shall be final, and shall be conclusive and binding upon the parties (including with respect to any Payment Overage included therein), with respect to all of its contents if the Stockholder Representative does not timely deliver a Payment Dispute Report in respect of such Revenue Contingency Report or Inventory Contingency as provided herein.

(b) If the Stockholder Representative timely delivers a Payment Dispute Report in accordance with Section 2.6(a) , the dispute represented thereby shall be resolved in accordance with the provisions of Section 10.10 (subject to the provisions of Section 2.6(d) below); provided , however , that the dispute resolution proceedings relating to all disputes regarding Revenue Payment Periods and Inventory Payment Periods that occur during the same calendar year must be combined into a single negotiation, mediation and/or arbitration process, as applicable; provided further that such dispute resolution proceedings shall not commence until after the ninetieth (90 ^th ) day following the end of such calendar year.

(c) If a dispute arises between the parties relating to an Launch Contingency Report, a Revenue Contingency Report or an Inventory Contingency Report, the parties agree to engage in mediation, as described in Section 10.10(b) , for no more than thirty (30) days. If after the aforementioned thirty (30) day period, the dispute has not been resolved, such dispute will be submitted to an arbitrator or arbitration panel chosen pursuant to Section 10.10(d) ; provided that, for purposes of disputes under this Article II , the seventy-five (75) day period referenced in Section 10.10(f) shall instead be sixty (60) days, and the ninety (90) day period referenced in Section 10.10(f) shall instead be sixty (60) days. The arbitrator(s) decision shall be final and binding on all parties and non-appealable. A dispute as described above will be considered to be finally determined and conclusive upon the parties (a “ Final Determination ”) under the following circumstances (1) an agreement among the Parent and Stockholder Representative is reached

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pursuant to negotiations or mediation conducted pursuant to this Section 2.6(d) which is memorialized in a written settlement agreement executed by both parties (a “ Dispute Settlement Agreement ”); or (2) a final decision from an arbitration proceeding conducted pursuant to this Section 2.6(d) (a “ Dispute Arbitration Decision ”).

(d) If the dispute resolution process of Section 10.10 results in Parent being required to (or agreeing to) pay additional amounts to the Stockholders, Warrantholders and the Cash Bonus Plan, Parent shall within ten (10) Business Days of the Final Determination pay such additional amount of Contingent Payment to the Stockholders, Warrantholders and the Cash Bonus Plan.

(e) Escrow Recovery of Overage Amount . A Payment Overage asserted by Parent shall become final and binding upon the parties if it is the subject of a Final Determination or if the Stockholder Representative does not timely object to such asserted Payment Overage as provided in Section 2.6 above (such a final Payment Overage, a “ Payable Overage ”). A Payable Overage shall be satisfied as follows: (1) first out of the Payment Adjustment Fund, (2) then (if amounts remain to be paid), at Parent’s election by claim against the Escrow Fund and/or by offsetting such remaining Payment Overage against any future Contingent Payments. The Escrow Agent shall be entitled to rely on a Dispute Settlement Agreement or a written Dispute Arbitration Decision, to make a distribution to Parent out of the Escrow Fund or the Payment Adjustment Fund of a Payment Overage determined in the Dispute Settlement Agreement or Dispute Decision. The Escrow Agent shall be entitled to rely on a Revenue Contingency Report or Inventory Contingency Report with respect to which no Payment Dispute Report was timely delivered and that specifically identifies an asserted Payment Overage, and make a distribution to Parent out of the Escrow Fund or the Payment Adjustment Fund of such Payment Overage.

(f) Release of Payment Adjustment Fund to Stockholders, Warrantholders and the Cash Bonus Plan .

(i) As soon as practicable following the one hundred eightieth (180 ^th ) day after the end of each of calendar year 2006, 2007 and 2008, to the extent that the Payment Adjustment Fund for each such year exceeds the aggregate amount of any Payment Overages asserted by Parent for the Inventory Payment Periods and Revenue Payment Periods in such year, the Escrow Agent shall distribute such excess amount to the Exchange Agent for payment to the Stockholders and Warrantholders, and to Parent for payment to the Cash Bonus Plan, in each case in proportion to their respective Pro Rata Portions.

(ii) For each of calendar years 2006, 2007 and 2008, in the case that Parent does not timely assert a Payment Overage (as provided in Section 2.4 ) for any Revenue Payment Period or Inventory Payment Period occurring during such calendar year, the Escrow Agent shall distribute any remaining amounts of the Payment Adjustment Fund applicable to such year to the Exchange Agent for payment to the Stockholders and Warrantholders, and to Parent for payment to the Cash Bonus Plan, in each case in proportion to their respective Pro Rata Portions, as soon as practicable after the day following the last day on which a Payment Overage relating to any Revenue Payment Period or Inventory Payment Period occurring during such year could be timely asserted hereunder.

(iii) For each of calendar years 2006, 2007 and 2008, in the case that any Payment Overages have been timely asserted by Parent for any Revenue Payment Periods or Inventory Payment Periods occurring during any such calendar year, but no dispute relating to any of the asserted Payment Overages for such year is timely raised by the Stockholder Representative, after payment of such Payment Overages to Parent out of the Payment Adjustment Fund, the Escrow Agent shall distribute any remaining amounts of the Payment Adjustment Fund applicable to such year to Parent as soon as practicable after the day following the last day on which Stockholder Representative could have timely disputed any such Payment Overages.

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(iv) For each of calendar years 2006, 2007 and 2008, in the case that any Payment Overages have been timely asserted by Parent for any Revenue Payment Periods or Inventory Payment Periods occurring during any such calendar year, and a dispute relating to any such asserted Payment Overage is timely raised by the Stockholder Representative, on the day on which the Escrow Agent receives written notice of the Final Determination of all such disputes relating to Payment Overages asserted with respect to such year, after payment to Parent out of the applicable Payment Adjustment Fund of all Payment Overages to which Parent is entitled pursuant to such Final Determinations, the Escrow Agent shall distribute any amount remaining in the Payment Adjustment Fund for such calendar year to the Exchange Agent for payment to the Stockholders and Warrantholders, and to Parent for payment to the Cash Bonus Plan (in each case in proportion to their respective Pro Rata Portions).

(g) All negotiations pursuant to this Section 2.6 shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.

2.7 Exclusion of Excludable Contracts .

(a) Acquisition Contract . An “ Acquisition Contract ” shall mean an agreement entered into by Parent for the acquisition of Radio Spots or Internet Spots or for the acquisition [***].

(b) Excludable Contract . An “ Excludable Contract ” shall mean an Acquisition Contract that (i) provides for guaranteed minimum payments and (ii) Parent’s deal approval policies and procedures require that the agreement must be approved by Parent’s executive Deal Review Committee; provided that, for purposes of clarification, an Excludable Contract will not include any agreement which was entered into under a Blanket Authorization (as defined below).

(c) Blanket Authorization . A “ Blanket Authorization ” shall mean an authorization by Parent’s Deal Review Committee authorizing the entry into multiple Acquisition Contracts that provide for guaranteed minimum payments, in each case on contractual terms and within spending limits specified in such authorization.

(d) Deal Review . “ Deal Review Notice ” shall mean, with respect to an Acquisition Contract, a written notice (which may be in email form) advising of a “Deal Review Committee” meeting to consider the approval of an Acquisition Contract. References to “ Deal Review Committee ” shall include references to any successor body formed by Parent from time to time for the purpose of considering and approving the transactions referred to in this Section 2.7 .

(e) Excluded Contract . Each of the following agreements shall be an “ Excluded Contract ”:

(i) Chad Is an Employee . During the time that Chad Steelberg (“ Chad ”) is an employee of Parent:

(1) An Excludable Contract with respect to which (A) Chad has received a Deal Review Notice prior to the Deal Review Committee meeting at which such agreement is to be approved, and (B) Chad sends a written notice (which may be in email form) to Parent’s Deal Review Committee at or prior to such meeting requesting that such Excludable Contract be treated as an Excluded Contract (with a signed copy thereof sent to Parent within five days after such meeting in accordance with the notice provisions hereof); or

(2) An Excludable Contract with respect to which (A) Chad has not received a Deal Review Notice prior to the Deal Review Committee meeting at which such agreement is to be approved, and (B) Chad sends, within five days after receiving notice (which may be by email) of the

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agreement or proposed agreement, a written notice (which may be in email form) to Parent’s Deal Review Committee requesting that such Excludable Contract be treated as an Excluded Contract (with a signed copy thereof sent to Parent within five days after such meeting in accordance with the notice provisions hereof); or

(ii) Ryan Is an Employee and Chad Not an Employee . During the time that Chad is not an employee of Parent, but Ryan Steelberg (“ Ryan ”) is an employee of Parent:

(1) An Excludable Contract with respect to which (A) Ryan has received a Deal Review Notice prior to the Deal Review Committee meeting at which such agreement is to be approved, and (B) Ryan sends a written notice (which may be in email form) to Parent’s “Deal Review Committee” at or prior to such meeting requesting that such Excludable Contract be treated as an Excluded Contract (with a signed copy thereof sent to Parent within five days after such meeting in accordance with the notice provisions hereof); or

(2) An Excludable Contract with respect to which (A) Ryan has not received a Deal Review Notice prior to the Deal Review Committee meeting at which such agreement is to be approved, and (B) Ryan sends, within five days after receiving notice (which may be by email) of the agreement or proposed agreement, a written notice (which may be in email form) to Parent’s Deal Review Committee requesting that such Excludable Contract be treated as an Excluded Contract (with a signed copy thereof sent to Parent within five days after such meeting in accordance with the notice provisions hereof); or

(iii) Neither Chad Nor Ryan Is an Employee . During the time that neither Chad nor Ryan is an employee of Parent:

(1) An Excludable Contract with respect to which the Parent has delivered an Excludable Contract Notice (defined below) and the Stockholder Representative has delivered notice to Parent within five (5) business days thereafter requesting that such Excludable Contract be treated as an Excluded Contract.

(2) Any Acquisition Contract providing for guaranteed minimum payments that was entered into under to an Excluded Blanket Authorization (as defined below). “ Excluded Blanket Authorization ” shall mean a Blanket Authorization approved by Parent’s Deal Review Committee during a time when neither Chad nor Ryan is an employee of Parent and with respect to which the Parent has delivered a Blanket Authorization Notice (defined below) and the Stockholder Representative has delivered to Parent within five (5) business days thereafter a notice requesting that such Blanket Authorization be treated as an Excluded Blanket Authorization. For purposes of clarification, any Acquisition Contract entered into by Parent under a Blanket Authorization that is not an Excluded Blanket Authorization, and any Acquisition Contract entered into by Parent under the authority of a Blanket Authorization while Chad or Ryan remain employed by Parent, will not be an Excluded Contract.

(f) Notice to Stockholder Representative . If Parent proposes to enter into, or enters into, an Excludable Contract or a Blanket Authorization, and if neither Chad nor Ryan is an employee of Parent at such time, Parent shall give notice to the Stockholder Representative of such contract or blanket authorization (or proposed contract or blanket authorization, as applicable) (each, a “ Excludable Contract Notice ” or “ Blanket Authorization Notice ”).

(g) Notices to Chad and Ryan . Without limiting the foregoing, for purposes of Sections 2.7(e)(i)(2) and 2.7(e)(ii)(2) , notice of any such agreement or proposed agreement will be deemed given if Chad or Ryan, as the case may be, signs the agreement or the deal approval sheet (or any electronic equivalent thereof) approving such agreement.

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(h) Effect of Excluded Contracts . No revenue derived from any Excluded Contract (including indirectly from the monetization of property or services acquired in such Excluded Contract) will count toward or be included in the definition of Covered Net Revenue, and no third party cost arising out of such Excluded Contract will count toward or be included in the definition of Cost of Revenues, in each case for any applicable Revenue Payment Period. In addition, no Listener Counts for Covered Radio Advertisements, and no Adjusted Listener Counts for Covered Unused Radio Spots, in each case from any Radio Spots acquired directly or indirectly through such Excluded Contract shall count toward or be included in the calculation of Covered Inventory Amount for any applicable Inventory Payment Period.

(i) Stockholder Representative Confidentiality . Notwithstanding anything to the contrary, Parent’s obligations hereunder shall in no event be interpreted in a manner to require it to violate any confidentiality obligations applicable to it.

(j) Requests for Confirmation . From time to time, at Parent’s request, Chad, Ryan or the Stockholder Representative, as the case may be, will confirm in writing his understanding as to the list of agreements that are Excluded Contracts, and/or sign an acknowledgement of the parties’ understanding with respect thereto.

(k) Appointment . Each of the Stockholders and Warrantholders hereby appoints Chad and Ryan as its agent and attorney-in-fact for and on behalf of the Stockholders to give and receive notices and communications, and to sign the confirmations contemplated by this Section 2.7 , but only to the extent Chad or Ryan, as the case may be, are still then employed by Parent. Any action of Chad or Ryan permitted to be taken under this Section 2.7 shall be binding upon and effective against the Stockholders and Warrantholders.

2.8 Support and Control .

(a) Subject to the other provisions of this Section 2.8, Parent shall make available to the AudioAds Operating Group) an annual operating budget of resources of at least $[***] for each of calendar years 2006, 2007 and 2008. The following costs and expenses of the AudioAds Operating Group will be counted in the calculation of the budget referred to in this Section 2.8 : (i) fully-loaded headcount costs (in accordance with Parent’s standard practice for determining fully-loaded headcount costs) for all service providers for whom 40% or more of their time is applied to the AudioAds Operating Group (provided that for service providers who do not apply substantially all of their time to the AudioAds Operating Group, a pro rata portion of their fully-loaded headcount costs equal to the pro rata portion of their time which is applied to the AudioAds Operating Group shall apply toward the budget) and (ii) direct costs and expenses and expenditures incurred by the AudioAds Operating Group. For purposes of clarification, resources made available by Parent for all activities of the AudioAds Operating Group (including in connection with the development, maintenance and sale of [***]) will be counted in the calculation of budget referred to in this subsection.

(b) Notwithstanding anything herein to the contrary, the AudioAds Operating Group will be subject to Parent’s operating policies, processes and procedures, including:

(i) All expenditures by the AudioAds Operating Group will be subject to Parent’s spending authority policy.

(ii) All contracts entered into by the AudioAds Operating Group will be subject to Parent’s deal review and contracts approval policies, processes an procedures (including Parent’s signature authority policy).

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(iii) All product and feature launches by the AudioAds Operating Group will be subject to Parent’s product and feature launch policies, processes and procedures.

(iv) All hiring and terminations by the AudioAds Operating Group will be subject to Parent’s hiring and human resources policies, processes and procedures.

(c) Upon Closing, Chad Steelberg will be the General Manager of the AudioAds Operating Group, reporting to Jonathan Rosenberg.

(d) Parent agrees that it will not shut down or sell all or substantially all of the AudioAds Operating Group prior to December 31, 2008.

(e) Parent agrees that it shall make all material decisions with respect to the AudioAds Operating Group in good faith.

(f) Subject to the provisions of Sections 2.7(d) and 2.7(e) , Parent shall have the ultimate power, right and discretion to control all aspects of its business and operations (including decisions regarding the features, functions and characteristics of any of its products, the technology on which its products and associated software are based, whether and when to launch its products, how to price, market and distribute its products and the terms and conditions of any agreement by which it will agree to be bound).

2.9 No Guarantee of Employment . Nothing herein shall constitute a guarantee of employment or engagement of any employee or contractor of the Company or Parent, and either of them may terminate any employee or contractor, with or without cause, at any time and such termination shall not constitute a breach of this Agreement.

2.10 No Other Representations, Warranties or Commitments . This Agreement contains the entire agreement with respect to Parent’s and the Surviving Corporation’s obligations in connection with the achievement of any of the Lunch Milestone or inventory or revenue targets that would result in the payment of any Contingent Payments hereunder. Other than the express representations of Parent contained in Article IV , notwithstanding anything else (including any prior or contemporaneous communications) to the contrary, for purposes of determining the parties’ rights under this Article II , Parent and the Surviving Corporation make no, and none of the Company, any Stockholder, Warrantholder nor any participant in the Cash Bonus Plan are relying on any, representations, warranties or covenants either with respect to the support to be provided in order to achieve the launch of the AudioAds Product or the inventory or revenue targets or as to the likelihood or feasibility of achieving the launch of the AudioAds Product or the inventory or revenue targets.

2.11 Certain Transactions . Notwithstanding any other provision of this Article II , for purposes of determining the achievement of the Covered Net Revenue and Covered Inventory thresholds that determine the payment of Contingent Payments pursuant to Sections 2.3(b), 2.3(c), 2.3(d) and 2.3(e) , unless prior notice is provided to Parent, there shall not be counted in such determination any Covered Net Revenue or Covered Inventory Amount that results from a transaction involving (a) one or more Persons with which a 1% or greater Stockholder directly or indirectly is an Affiliate; or (b) has an agreement or arrangement pursuant to which the Stockholder, Warrantholder or participant in the Cash Bonus Plan agrees to share the economic benefit of any Contingent Payments hereunder with such Persons in relation to such transaction and which in any way relates to Covered Radio Spots, Covered Radio Advertisements, Covered Audio Advertisements, Contingent Payments or the achievement of the thresholds relevant to Sections 2.3(b), 2.3(c), 2.3(d) and 2.3(e) . Each Stockholder, Warrantholder and participant in the Cash Bonus Plan agrees to provide prompt written notice to Parent prior to consummation of any transaction described in the preceding sentence. Following such notice, Parent agrees to evaluate all such transactions in good faith with the same scrutiny that would apply to transactions which do not involve such conflicting interests. To the Company’s Knowledge, no Stockholder, Warrantholder or participant in the Cash Bonus Plan is a party to any transaction described in (b) above.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent and Sub, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and subsection numbers) supplied by the Company to Parent (the “ Company Disclosure Schedule ”) and dated as of the date hereof, (A) on the date hereof and, (B) if the Closing occurs, as of the Closing Date (except where a representation or warranty is made as of the date hereof or a specific date herein), as though made on the Closing Date, as set forth below. Notwithstanding anything herein to the contrary, the representations and warranties contained in this Article III are the only representations and warranties being made by the Company in this Agreement.

3.1 Organization of the Company .

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power to own its properties and to carry on its business as currently conducted and as currently contemplated to be conducted. The Company is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications necessary. The Company has delivered a true and correct copy of its certificate of incorporation, as amended to date (the “ Certificate of Incorporation ”) and bylaws, as amended to date, each in full force and effect on the date hereof (collectively, the “ Charter Documents ”), to Parent. The Board of Directors of the Company has not approved or proposed to the Stockholders any amendment to any of the Charter Documents.

(b) Section 3.1(b) of the Company Disclosure Schedule lists the directors and officers of the Company as of the date hereof.

(c) Section 3.1(c) of the Company Disclosure Schedule lists every state or foreign jurisdiction in which the Company has Employees or facilities or otherwise conducts its business.

3.2 Company Capital Structure .

(a) The authorized capital stock of the Company consists of 6,675,987 shares of Series A Common Stock, of which 2,619,405 shares are issued and outstanding, 420,000 shares of Series B Common Stock, of which no shares are issued and outstanding, 660,000 shares of Company Series A Preferred Stock, all of which shares are issued and outstanding, 966,797 shares of Company Series B-1 Preferred Stock, all of which shares are issued and outstanding, and 1,216,982 shares of Company Series B-2 Preferred Stock, of which 1,169,810 shares are issued and outstanding. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. As of the date hereof, the capitalization of the Company is as set forth in Section 3.2(a) of the Company Disclosure Schedule. Assuming the same total capitalization as on the date hereof, the total number of shares of Company Capital Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise, or exchange of all securities (including the Company Preferred Stock) convertible into, or exercisable or exchangeable for, shares of Company Capital Stock and the exercise of all Company Options and Company Warrants) will be as set forth in Section 3.2(a) of the Company Disclosure Schedule. The Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth in Section 3.2(a) of the Company Disclosure Schedule, which further sets forth for each such Person the

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number of shares held, class and/or series of such shares and the number of the applicable Company Stock Certificates representing such shares. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound.

(b) All outstanding shares of Company Capital Stock, Company Options and Company Warrants have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in accordance with any right of first refusal or similar right or limitation Known to the Company, including those in the Charter Documents. There are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding.

(c) Except for the Plans, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any person. The Company has reserved 600,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plans, of which (i) 369,876 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plans, (ii) no shares have been issued upon the exercise of options granted under the Plans as of the date hereof, (iii) no shares have been issued in the form of restricted stock granted under the Plans, and (iv) 230,124 shares remain available for future grant as of the date hereof. The Company Options that are outstanding immediately prior to the Effective Time will be converted at the Effective Time by the administrator of the Plan into Bonus Units pursuant to the terms and conditions of the Cash Bonus Plan at the Effective Time. Section 3.2(c) of the Company Disclosure Schedule sets forth for each outstanding Company Option and Company Warrant, the name of the holder of such option or warrant, the number of shares of Company Capital Stock issuable upon the exercise of such option or warrant, the exercise price of such option or warrant, the date of grant (in the case of options), and the vesting schedule (in the case of options), including the extent vested to date and whether the vesting of such option is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a description of any such acceleration provisions). The terms of the Plans authorize the administrator of such Plans to amend the Plans, as required, to effect the provisions set forth in Section 1.6(c) hereof with respect to each Company Option without the consent of any holder of any Company Option granted under such Plans. True and complete copies of all agreements and instruments relating to or issued under the Plans have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Parent.

(d) Except for the Cash Bonus Plan, the Company has never adopted, sponsored or maintained any plan that will require the payment of any cash bonuses in connection with the transactions contemplated by this Agreement. The Bonus Units under the Cash Bonus Plan are intended to be equivalent to the value of 600,000 shares of Company Common Stock which had been reserved for issuance to employees and directors of, and consultants to, the Company. Exhibit A to the Cash Bonus Plan contains the names of the participants in the Cash Bonus Plan, the number of Bonus Units each participant has been, or will be, granted under the Cash Bonus Plan, and the vesting schedule with respect to each such participant.

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(e) As of the date hereof, no shares of Company Capital Stock are issuable upon the exercise of outstanding Company Options that have not been issued under the Plans. Except as set forth in Sections 3.2(a) and 3.2(c) of the Company Disclosure Schedule, as of the date hereof, no shares of Company Capital Stock are issuable upon the exercise of outstanding Company Warrants. Except for the Company Options and Company Warrants, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as contemplated hereby, neither the Company nor, to the Knowledge of the Company, any other Stockholder is a party to any voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. Except as set forth in Section 3.2(e) of the Company Disclosure Schedule, there are no agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding shares of Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding.

3.3 Subsidiaries .  Section 3.3(a) of the Company Disclosure Schedule lists each entity in which the Company owns any shares of capital stock or any interest in, or controls, directly or indirectly, any other corporation, limited liability company, partnership, association, joint venture or other business entity. Section 3.3(b) of the Company Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “ Subsidiary ” and collectively, the “ Subsidiaries ”). Except for the Subsidiaries, the Company does not have and has never had any subsidiaries or affiliated companies and does not otherwise own and has never otherwise owned any shares of capital stock or any interest in, or control, directly or indirectly, any other corporation, limited liability company, partnership, association, joint venture or other business entity. Each entity listed on Section 3.3(a) of the Company Disclosure Schedule that is no longer in existence has been duly dissolved in accordance with its charter documents and the laws of the jurisdiction of its incorporation or organization and there are no outstanding liabilities or obligations (outstanding, contingent or otherwise), including taxes, with respect to any such entity. Each Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each Subsidiary has the corporate power to own its properties and to carry on its business as currently conducted and as currently contemplated to be conducted. Each Subsidiary is duly qualified or licensed to do business and in good standing as a foreign corporation or company, as the case may be, in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications necessary. The Company has delivered a true and correct copy of each Subsidiary’s charter documents and bylaws or articles of organization and operating agreement, as the case may be, each as amended to date and in full force and effect on the date hereof, to Parent (the “ Subsidiary Organizational Documents ”). Section 3.3(c) of the Company Disclosure Schedule lists the directors and officers or members, as the case may be, of each Subsidiary as of the date of this Agreement. The operations now being conducted by each Subsidiary are not now and have never been conducted under any other name. All of the outstanding shares of capital stock or membership interests, as the case may be, of each Subsidiary are owned of record and beneficially by the Company. All outstanding shares of capital stock or membership interests, as the case may be, of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Subsidiary Organizational Documents,

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or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable legal requirements. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which each Subsidiary is a party or by which it is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or membership interests, as the case may be, of each Subsidiary or obligating each Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Subsidiaries. Neither the Company nor any Subsidiary has agreed or is obligated to make any future investment in, or capital contribution to, any Person.

3.4 Authority . The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby, subject only to the approval of this Agreement by the Stockholders. The vote required to approve this Agreement by the Stockholders is set forth in Section 3.4 of the Company Disclosure Schedule (the “ Requisite Stockholder Vote ”). This Agreement and the Merger have been unanimously approved by the Board of Directors of the Company. This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto and the due authorization and execution of the Written Consent, constitute the valid and binding obligations of the Company and the Stockholders enforceable against them in accordance with their respective terms.

3.5 No Conflict . The execution and delivery by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a “ Conflict ”) (i) any provision of the Charter Documents or the Subsidiary Organizational Documents, (ii) any Material Contract or Contract that does not materially differ in substance from the Standard Form Agreement to which the Company or any Subsidiary is a party or by which any of their properties or assets (whether tangible or intangible) are bound, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets (whether tangible or intangible). Section 3.5 of the Company Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Material Contracts as are required thereunder in connection with the Merger, or for any such Material Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time so as to preserve all rights of, and benefits to, the Company and the Subsidiaries under such Material Contracts from and after the Effective Time. There are no consents, waivers or approvals from any party to any Contract that does not materially differ in substance from the Standard Form Agreement that are necessary or required in order for such Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time. Following the Effective Time, the Surviving Corporation and each of its subsidiaries will be permitted to exercise all of their rights under the Material Contracts and Contracts that do not materially differ in substance from the Standard Form Agreement without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company or any Subsidiary would otherwise be required to pay pursuant to the terms of such Material Contracts had the transactions contemplated by this Agreement not occurred.

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3.6 Consents . No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission (each, a “ Governmental Entity ”) or a party to any Material Contract to which the Company or any Subsidiary is a party (so as not to trigger any Conflict), is required by, or with respect to, the Company or any Subsidiary in connection with the execution and delivery of this Agreement and any Related Agreement to which the Company is a party or the consummation of the transactions contemplated hereby and thereby, except for (a) such consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) the adoption of this Agreement and approval of the transactions contemplated by this Agreement by the Stockholders and (d) the filing of notification, and expiration or early termination of the waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), as well as any required approval under foreign antitrust laws, if applicable.

3.7 Company Financial Statements .  Section 3.7 of the Company Disclosure Schedule sets forth the Company’s (a) unaudited consolidated balance sheet as of December 31, 2004, and the related consolidated statements of income, cash flow and stockholders’ equity for the three (3) month period then ended (the “ Year-End Financials ”), and (b) unaudited consolidated balance sheet as of November 30, 2005 (the “ Balance Sheet Date ”), and the related unaudited statements of income, cash flow and stockholders’ equity for the eleven months then ended (the “ Interim Financials ”). The Year-End Financials and the Interim Financials (collectively referred as the “ Financials ”) are true and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except that the Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly in all material respects the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “ Current Balance Sheet .”

3.8 No Undisclosed Liabilities . Neither the Company nor any Subsidiary has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other, of a nature required to be reflected in financial statements in accordance with GAAP, except for those which (a) have been reflected in the Current Balance Sheet, (b) have arisen in the ordinary course of business consistent with past practices since the Balance Sheet Date and prior to the date hereof or (c) have arisen since the date hereof and do not arise from a violation of Section 5.1 hereof.

3.9 No Changes . Since the Balance Sheet Date, except as (i) expressly permitted hereunder, (ii) required hereby, (iii) set forth in Section 3.9 of the Company Disclosure Schedule, or (iv) specifically consented to by Parent pursuant to Section 5.1 or Section 5.3 hereof, there has not been, occurred or arisen any:

(a) transaction by the Company or any Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices;

(b) modifications, amendments or changes to the Charter Documents or the Subsidiary Organizational Documents except as expressly contemplated by this Agreement;

(c) payment, discharge, waiver or satisfaction by the Company or any Subsidiary, in any amount in excess of $15,000 in any one case, or $50,000 in the aggregate, of any claim, liability, right or

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obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet;

(d) destruction of, damage to, or loss (whether or not covered by insurance) of any material assets (whether tangible or intangible) or material business of the Company or any Subsidiary or any loss of, or material adverse change in the Company’s or any Subsidiary’s relationships with, any of their material customers;

(e) employment dispute, including claims or matters raised by any individual, Governmental Entity, or any workers’ representative organization, bargaining unit or union regarding labor trouble or claim of wrongful discharge or other unlawful employment or labor practice or action with respect to the Company or any Subsidiary;

(f) adoption or change in accounting policies or procedures (including any change in reserves for excess or obsolete inventory, doubtful accounts or other reserves, or depreciation or amortization policies or rates) by the Company or any Subsidiary other than as required by GAAP;

(g) adoption of or change in any material election in respect of Taxes, adoption of or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes by the Company or any Subsidiary;

(h) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock or capital stock of any Subsidiary, or any split, combination or reclassification in respect of any shares of Company Capital Stock or capital stock of any Subsidiary, or any issuance or authorization of any i