INVESTOR RIGHTS AGREEMENT

Exhibit 10.5

INVESTOR RIGHTS AGREEMENT

Among

WESTWOOD ONE, INC.,

GORES RADIO HOLDINGS, LLC

AND

CERTAIN OTHER INVESTORS

Dated as of April 23, 2009

TABLE OF CONTENTS

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (the “ Agreement ”), dated as of April 23, 2009, among Westwood One, Inc., a Delaware corporation (the “ Company ”), Gores Radio Holdings, LLC (“ Gores ”), and the other investors identified on the signature pages hereto (the “ Original Investor Stockholders ”) and the parties executing a Joinder Agreement (as defined below) in accordance with the terms hereof.

WHEREAS, the parties hereto desire to enter into this Agreement to provide for certain rights and restrictions with respect to the Capital Stock (as defined below).

NOW, THEREFORE, the parties mutually agree as follows:

ARTICLE I.

DEFINITIONS; RULES OF CONSTRUCTION

SECTION 1.01. Definitions . The following terms, as used herein, have the following meanings:

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “ control ” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing. No Person shall be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Company’s Capital Stock.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

“ Capital Stock ” means any and all shares, interests, participations, rights in or other equivalents (however designated) of the Company’s capital stock, and any rights, warrants or options exercisable or exchangeable for or convertible into such capital stock.

“ CBS ” means CBS Radio Inc.

“ CBS Registration Rights Agreement ” means the Amended and Restated Registration Rights Agreement, dated as of March 3, 2008, by and between the Company and CBS.

“ Commission ” means the Securities and Exchange Commission.

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

“ Conditions ” means any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction.

“ Eligible Offering ” means an offer by the Company after the date hereof to sell to any Person or Persons (including any of the Stockholders) for cash, any Capital Stock (or debt convertible into Capital Stock) of the Company, other than:

(i) in an underwritten public offering registered under the 1933 Act or pursuant to a Rule 144A offering under the 1933 Act;

(ii) pursuant to any stock option, stock purchase or other benefit plan, or agreement approved by the Board to independent contractors, employees, officers, directors, consultants, service providers and/or advisors to the Company or its subsidiaries; provided , that at the time such plan or agreement was approved, the total amount of Common Stock issuable under all stock option, stock purchase or other benefit plans or agreements of the Company (including such plan or agreement approved by the Board) does not exceed 20% of the Company’s then outstanding Common Stock (including the Preferred Stock on an as-converted basis);

(iii) as consideration to any third party seller in connection with the bona fide acquisition by the Company or any subsidiary of the Company of the assets or securities of any Person in any transaction approved by the Board;

(iv) in connection with a stock split or recapitalization;

(v) as an inducement to a third party investor (in its capacity as a lender) in connection with any bona fide debt financing, subject to terms and conditions approved by the Board (but only if there are no Stockholders or Affiliates of the Company who are providing any portion of such debt financing); and

(vi) pursuant to the transactions contemplated by each of the Securities Purchase Agreement and the Purchase Agreement.

“ Gores Investors ” means Gores and its Related Persons that sign a Joinder Agreement in accordance with the terms hereof.

“ Gores Registration Rights Agreement ” means the Registration Rights Agreement between the Company and The Gores Group, LLC, dated as of March 3, 2008.

“ Investor Stockholders ” means each Original Investor Stockholder and each direct or indirect transferee of such Original Investor Stockholder (other than any Gores Investor) that signs a Joinder Agreement in accordance with the terms hereof; provided , that a Person shall cease to be an Investor Stockholder (other than in connection with the sale by the Gores Investors of all of their shares of Capital Stock to a third party, in which case such Persons shall continue to be subject to the provisions of Sections 3.01, 3.02, 3.03, 4.01, 4.02 and Article V) on the first date on which the applicable Investor Stockholder, together with its Related Persons that have executed a Joinder Agreement, owns less than 20% of the Common Stock (including any shares of Preferred Stock on an as-converted basis) owned by the Investor Stockholder, together with its Related Persons that have executed a Joinder Agreement , at the time such Person became an Investor Stockholder and counting only those shares of Common Stock or Preferred Stock issued on the date hereof (or upon conversion of the Preferred Stock) to the applicable Original Investor Stockholder.

“ Joinder Agreement ” means a joinder agreement, a form of which is attached hereto as Exhibit A .

“ Minimum Number ” on any date means 60% of the Common Stock (including the Preferred Stock on an as-converted basis) owned by the Original Investor Stockholders on the date hereof immediately after giving effect to the transactions contemplated by the Securities Purchase Agreement.

“ NASDAQ Global Market ” has the meaning ascribed thereto in NASDAQ Rule 4200(a)(25).

“ 1933 Act ” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ Offered Shares ” has the meaning set forth in Section 4.01.

A Person is deemed to “ Own ” or to have acquired “ Ownership ” of a security if such Person (i) is the record owner of such security, (ii) is the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of such security or (iii) has the authority or right to vote such security.

“ Person ” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof.

“ Preemptive Notice ” has the meaning set forth in Section 4.03.

“ Preferred Stock ” means the Series A-1 Preferred Stock and Series B Preferred Stock.

“ Pro Rata Portion ” means, with respect to any Stockholder on any date, a fraction, the numerator of which is the number of shares of Common Stock (including shares of Preferred Stock on an as-converted basis) owned by such Stockholder and (b) the denominator of which is the number of shares of Common Stock (including shares of Preferred Stock on an as-converted basis) owned by all Stockholders.

“ Prospectus ” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.

“ Purchase Agreement ” means the Purchase Agreement, dated as of April 23, 2009, among the Company and the purchasers signatory thereto.

“ Purchaser ” has the meaning set forth in Section 4.01.

“ Registrable Securities ” means any Common Stock issuable to the Investor Stockholders pursuant to the Securities Purchase Agreement, together with any securities issued or issuable upon any stock split, stock dividend or other distribution or in connection with a combination of shares, recapitalization, merger, consolidation or similar event with respect to the foregoing, in each case until such securities are no longer held by an Investor Stockholder.

“ Registration Statement ” means any registration statement to be filed under the 1933 Act, that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included therein, all amendments and supplements to such Registration Statement, including pre- and post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“ Related Person ” means, with respect to any Person, (a) an Affiliate of such Person, (b) any investment manager, investment advisor or general partner of such Person, and (c) any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such Person or a Related Person of such Person; provided , that no Person shall be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Capital Stock of the Company.

“ Requisite Stockholders ” means Gores and the holders of a majority of the Common Stock (including Preferred Stock on an as-converted basis) owned by all Investor Stockholders.

“ Rule 144 ” and “ Rule 144A ” means Rule 144 and Rule 144A, respectively, promulgated by the Commission pursuant to the 1933 Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Sale ” means (i) the Transfer in one or a series of related transactions by the Gores Investors of at least 50% of all shares of Common Stock (including any shares of Preferred Stock counted on an as-converted basis) outstanding on the date of such Sale to any Person or “group” of Persons (other than Gores Investors) whether direct or indirect or by way of any merger, consolidation or other business combination or purchase of beneficial ownership or otherwise; (ii) the sale of all or substantially all of the assets of the Company and its consolidated subsidiaries, whether by merger, consolidation, business combination or purchase of beneficial ownership or otherwise.

“ Securities Purchase Agreement ” means the Securities Purchase Agreement, dated as of the date hereof, among the Company, the Original Investor Stockholders and Gores.

“ Series A-1 Preferred Stock ” means the Series A-1 Convertible Preferred Stock of the Company, par value $0.01 per share.

“ Series B Preferred Stock ” means the Series B Convertible Preferred Stock of the Company, par value $0.01 per share.

“ Spousal Consent ” means a spousal consent, a form of which is attached hereto as Exhibit B .

“ Stockholder Representations ” has the meaning set forth in Section 4.01.

“ Stockholders ” means Gores, any Gores Investor executing a Joinder Agreement and the Investor Stockholders.

“ Tag-Along Notice ” has the meaning set forth in Section 4.01.

“ Tag-Along Sale ” has the meaning set forth in Section 4.01.

“ Tag-Along Stockholder ” means a Stockholder that elects to participate in a Tag-Along Sale pursuant to Section 4.01 hereof.

“ Transfer ” means the offer, sale, donation, assignment (as collateral or otherwise), mortgage, pledge, grant, hypothecation, encumbrance, gift, bequest or transfer or disposition of any security (including transfer by reorganization, merger, sale of substantially all of the assets or by operation of law).

“ Transferee ” means any Person who acquires shares of Capital Stock from a Stockholder.

SECTION 1.02. Rules of Construction . (a) Any provision of this Agreement that refers to the words “include,” “includes,” or “including” shall be deemed to be followed by the words “without limitation.”

(b) In the event that any claim is made by any Person relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Person or its counsel.

(c) References to numbered or letter articles, sections, and subsections refer to articles, sections and subsections, respectively, of this Agreement unless expressly stated otherwise. All references to this Agreement include, whether or not expressly referenced, the exhibits and appendices attached hereto.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES

Each of the parties hereby severally represents and warrants to each of the other parties as follows:

(a)  Authority; Enforceability . Such party (i) has the legal capacity or organizational power and authority to execute, deliver and perform its obligations under this Agreement and (ii) (in the case of parties that are not natural persons) is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization. This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).

(b)  Consent . No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party, other than those that have been made or obtained on or prior to the date hereof, in connection with (i) the execution or delivery of this Agreement or (ii) the consummation of any of the transactions contemplated hereby. To the extent the Stockholder is a natural person and is married, no Spousal Consent is required in connection with the transactions contemplated hereby or such Stockholder has delivered a Spousal Consent executed by his spouse.

ARTICLE III.

SHARE TRANSFERS

SECTION 3.01. Restrictive Legend . Each certificate representing shares of Series A-1 Preferred Stock, Series B Preferred Stock and Common Stock issued upon the conversion of the Preferred Stock held by a Stockholder will bear a legend in substantially the following form (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement):

(i) With respect to such Common Stock:

“ These securities have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state, and, accordingly cannot be offered, sold or transferred unless and until they are so registered under such Act and applicable state securities laws or unless exemption is then available under such Act and such laws. ”

(ii) With respect to the Series A-1 Preferred Stock and the Series B Preferred Stock:

“ Neither these securities nor the shares of Common Stock issuable upon conversion have been registered under the Securities Act of 1933, as amended, or under the securities laws of any state, and, accordingly cannot be offered, sold or transferred unless and until they are so registered under such Act and applicable state securities laws or unless exemption is then available under such Act and such laws. ”

(iii) With respect to such Common Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock:

“ The securities represented by this certificate are also subject to the terms and conditions of an Investor Rights Agreement dated as of April 23, 2009, as it may be amended from time to time. The Investor Rights Agreement contains, among other things, certain tag-along and drag-along rights and restrictions applicable to the securities. A copy of the Investor Rights Agreement is available upon request from the Company. ”

SECTION 3.02. Transfers / Securities Laws . Each Stockholder agrees not to make any Transfer of all or any portion of any Series B Preferred Stock or Common Stock issued upon the conversion thereof unless and until:

(a) such Stockholder shall have notified the Company of the proposed Transfer and shall have furnished the Company with a reasonable description of the circumstances surrounding the proposed Transfer; and

(b) either (i) there is in effect a registration statement under the 1933 Act covering such proposed Transfer and such Transfer is made in accordance with such registration statement, or (ii) such Stockholder shall furnish the Company with an opinion of counsel (which counsel may be an employee of such Stockholder), reasonably satisfactory to the Company, that such Transfer shall not require registration of such shares under the 1933 Act.

For the avoidance of doubt, each Investor Stockholder may transfer Series B Preferred Stock or Common Stock without simultaneously transferring any Notes (as defined in the Securities Purchase Agreement).

SECTION 3.03. Improper Transfer; Joinder Agreements . (a) Any attempt to Transfer any shares of Series B Preferred Stock or Common Stock issued upon the conversion thereof not in accordance with this Agreement shall be null and void and no right, title or interest in or to such shares shall be Transferred to the purported transferee, buyer, donee, assignee or encumbrance holder. The Company will not give, and will not authorize the Company’s transfer agent to give, any effect to such attempted Transfer in its stock records. (b) Only Transferees who are purchasing or receiving all of the shares of Common Stock (including shares of Preferred Stock counted on an as converted basis) held by a Stockholder on the date hereof in a private sale or transfer will be entitled to execute and deliver a Joinder Agreement.

SECTION 3.04. Public Company Listing . The Company shall use commercially reasonable efforts to remain subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act regardless of whether it could satisfy the conditions that would permit it to cease to be subject to said reporting requirements.

ARTICLE IV.

RIGHTS OF CERTAIN STOCKHOLDERS

SECTION 4.01. Tag-Along Rights . (a) If any Gores Investor proposes to Transfer shares of Common Stock after such time as the Gores Investors, collectively, have already Transferred 10% or more of the Common Stock outstanding on the date hereof (including any shares of Preferred Stock counted on an as-converted basis) to a Person other than a Related Person (the “Purchaser”), other than pursuant to (1) Section 4.02, (2) an effective registration statement under the 1933 Act or (3) a sale pursuant to Rule 144 under the 1933 Act for so long as such Gores Investor is an Affiliate of the Company as set forth in such rule, Gores shall give written notice (a “Tag-Along Notice”) of such proposed Transfer (a “Tag-Along Sale”) to the Investor Stockholders at least 7 Business Days prior to the consummation of such proposed Transfer, setting forth: (i) the total number of shares of Common Stock offered to be Transferred to the Purchaser (the “ Offered Shares ”) and the purchase price per share,

(ii) any other material terms and conditions of the proposed Transfer, including whether the Purchaser will purchase all shares proffered,

(iii) the expected date of the proposed Transfer, and

(iv) an undertaking that each such Investor Stockholder shall have the right to elect to sell up to its Pro Rata Portion of such Offered Shares in accordance with the procedures set forth in Section 4.01(b).

(b) Upon delivery of a Tag-Along Notice, each Investor Stockholder shall have the right, but not the obligation, to sell up to its Pro Rata Portion of the Offered Shares at the same price per share of Capital Stock for the same form of consideration and pursuant to the same terms and conditions as set forth in the Tag-Along Notice by sending written notice to Gores not less than 7 Business Days after the date of the Tag-Along Notice, indicating its election to sell up to its Pro Rata Portion of such Offered Shares in the same transaction. Each Tag-Along Stockholder shall be permitted to sell to the Purchaser on the same terms and conditions as are applicable to the proposed Transfer by such Gores Investor that number of shares of its Common Stock as to which it has validly made its election and Gores shall be permitted to concurrently sell the balance of the shares of Common Stock that are the subject of the Tag-Along Notice that are not sold by the Tag-Along Stockholders.

(c) No Tag-Along Stockholder shall be required to make representations and warranties in connection with such sale, other than representations and warranties, on a several basis, with respect to (i) the Company, to the extent also given by Gores, any such representations and warranties to be made only to the extent of the knowledge, without any investigation, of the individual employees of such Tag-Along Stockholder responsible for management of such Tag-Along Stockholder’s investment in the Preferred Stock or Common Stock, as the case may be, provided that the Person or Persons in whose favor the representations and warranties run acknowledges in writing that such Stockholder’s liability for a breach of any such representations and warranties (whether made by such Tag-Along Stockholder or by Gores) is limited with respect to the Tag-Along Stockholder as provided in the second and third sentences of this Section 4.01(c) or the fourth and fifth sentences of Section 4.02(d), as applicable, (ii) such Tag-Along Stockholder’s due organization, power and authority, (iii) such Tag-Along Stockholder’s ownership of the shares and ability to freely convey such shares without liens or encumbrances (other than those that arise under federal or state securities laws or by virtue of this Agreement), (iv) non-contravention of such Tag-Along Stockholder’s charter, bylaws or other organizational documents or material agreements of such Tag-Along Stockholder and (v) the enforceable nature of such Tag-Along Stockholder’s obligations under the documents for such sale to which it is a party (subject in each case to customary qualifications) (collectively, the “ Stockholder Representations ”). No Tag-Along Stockholder shall be required to participate in any escrow or indemnity obligations relating to such Tag-Along Sale in excess of such Tag-Along Stockholder’s pro rata participation in the Tag-Along Sale (based on proceeds to be received). Any indemnity obligation of a Tag-Along Stockholder in connection with a Tag-Along Sale in which it will participate will be several and not joint and will be limited to its pro rata share of the actual amount of such indemnification obligation and in no event shall its payment (or deemed payment) in respect thereof, together with all other indemnification payments (or deemed payments) in respect of such Tag-Along Sale, be greater than (A) the amount of consideration actually received by it at or before the time such indemnification payment is made and (B) the forfeit by such Tag-Along Stockholder of any consideration to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or similar arrangement) in the Tag-Along Sale. Notwithstanding anything to the contrary herein, a Stockholder participating in a Tag-Along Sale or a Sale will have an indemnity obligation (subject to the limitations provided in the second and third sentences of this Section 4.01(c) or the fourth and fifth sentences of Section 4.02(d), as applicable) for breaches of representations and warranties made by Gores in respect of the Company even if such Stockholder did not itself make the representations or warranties or made a more limited representation or warranty.

(d) If no Investor Stockholder elects to sell shares of Common Stock pursuant to this Section 4.01, such Gores Investor shall have the right for a period of 120 days (which period may be extended to 180 days to the extent necessary to satisfy any Conditions) after the expiration of the 7 Business Day period referred to in Section 4.01(b) to Transfer the Offered Shares subject to the Tag-Along Notice to the Purchaser at a price not greater than the price contained in, and otherwise on terms and conditions no more favorable to such Gores Investor than those set forth in, the Tag-Along Notice. After the end of the 120-day period referred to in this Section 4.01(d) (including any permitted extension thereof), such Gores Investor will not effect any transaction in any shares of Common Stock that are the subject of the Tag-Along Notice without commencing de novo the procedures set forth in this Section 4.01.

SECTION 4.02. Drag-Along Rights . (a) If a Gores Investor desires to effect a Sale, it shall have the right to require the Investor Stockholders to:

(i) sell all Common Stock and Preferred Stock held by them at the same price per share, for the same form of consideration (which shall be cash) and pursuant to the same terms an