Second Amendment, dated December 9, 2019, to the Employment Agreement, dated October 16, 2017, by and between Townsquare Media, Inc. and Bill Wilson

This letter confirms our recent discussions regarding certain changes to your Employment Agreement, as amended April 27, 2018 (the “Employment Agreement”), with Townsquare Media, Inc. (the “Company”). Except as otherwise set forth herein, the terms and conditions of your Employment Agreement will be unaffected by this letter. Capitalized terms used but not defined herein will have the meaning set forth in your Employment Agreement.

For the avoidance of doubt, equity awards granted to Executive under the 2014 Plan will fully accelerate and vest upon a Change in Control (as defined in the 2014 Plan).

The Company shall pay Executive as severance pay, in lieu of any other severance compensation under any Company severance plan or policy of general applicability, an amount in cash equal to one (1) times (or, if such termination of employment is within 24 months following a Change in Control, three (3) times) the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect immediately prior to the termination and without regard to any reduction thereto which constitutes Good Reason. In the event Executive’s employment is terminated by the Company without Cause prior to a Change in Control, and the Change in Control is consummated within twelve (12) months thereafter (such termination, an “Anticipatory Termination”), the Company shall, no later than 30 days following the Change in Control, pay Executive an additional amount in cash equal to two (2) times the sum of Executive’s Base Salary and Target Bonus. For purposes of this Agreement, “Change in Control” shall have the meaning ascribed to such term in the 2014 Plan;

Executive’s outstanding equity awards will be treated in accordance with the terms of 2014 Plan and the applicable award agreements; provided that the Company shall cause the immediate vesting of any outstanding unvested equity-based awards held by Executive as of his termination date that pursuant to their terms would have vested within twelve (12) months following such date; provided further that any outstanding stock option awards, once vested in accordance with their terms and this Section 7(c)(v), will remain exercisable until the earlier to occur of (x) the original expiration date of such stock option award and (y) the date that is twenty-four (24) months following Executive’s termination date. In the event that Executive’s termination constitutes an Anticipatory Termination, the portion (if any) of Executive’s equity awards that remain unvested after giving effect to the previous sentence shall remain outstanding until the earliest to occur of (i) solely with respect to stock option awards, the original expiration date of such stock option award, (ii) the date that is twelve (12) months following Executive’s termination date and (iii) a Change in Control.