This Binding Option and Letter of Intent (the “Letter of Intent”) sets forth certain agreements between iHeartMedia, Inc., a Delaware corporation (“IHM”), and Clear Channel Outdoor Holdings, Inc. a Delaware corporation (“CCOH”), on behalf of themselves and their respective subsidiaries, related to a potential cash dividend proposed to be declared and paid by CCOH in the amount of $282.5 million (the “Dividend”).

The parties are entering into this Letter of Intent to provide for a binding option for CCOH to purchase the registered trademarks and domain names owned by IHM and its subsidiaries (including iHM Identity, Inc., a Texas corporation (“IHM Identity”)) that incorporate one or more of the words “Clear” and/or “Channel,” and any translations or derivations of any of the foregoing, including without limitation those incorporating the terms “Clara” and “CC,” together with any goodwill associated therewith, including those set forth on Exhibit A attached hereto (the “CCOH IP” and such purchase, the “CCOH IP Sale”).

Subject to the terms and conditions set forth herein, IHM hereby grants to CCOH (or a subsidiary thereof designated by CCOH) a binding option (the “Option”), exercisable in CCOH’s sole and absolute discretion at any time between (a) the date of the first anniversary of the payment of the Dividend (the “Option Period Start Date”) and (b) the later of (i) the date of the second anniversary of the payment of the Dividend (the “Second Anniversary Date”) and (ii) if CCOH has notified IHM in writing of its election to select an Independent Appraiser (as defined below) on or prior to the Second Anniversary Date, the date that is 90 days following the date that the Purchase Price (as defined below) is determined by the Independent Appraiser (the later of (i) and (ii), the “Expiration Date”), to purchase the CCOH IP from IHM and its applicable subsidiaries.

In consideration for the purchase of the CCOH IP and exercise of the Option, CCOH shall pay to IHM (or its applicable subsidiary) a purchase price (the “Purchase Price”) equal to the fair market value of the CCOH IP, as determined by an independent appraisal or investment banking firm or consultant mutually agreed and selected by IHM and CCOH (an “Independent Appraiser”). At any time prior to the Second Anniversary Date, CCOH may give notice to IHM that it intends to select an Independent Appraiser, and the parties shall reasonably cooperate and act in good faith to jointly select such Independent Appraiser within no more than 10 days following such notice. CCOH may exercise the Option at any time from the Option Period Start Date until the Expiration Date; provided that if such exercise occurs more than 90 days following determination of the Purchase Price by such Independent Appraiser, exercise of the Option will require a new determination of the Purchase Price by an Independent Appraiser, selected by the parties in accordance with this paragraph. The fees and expenses of any Independent Appraiser shall be shared equally by each of CCOH and IHM.

The closing of the CCOH IP Sale and all other related transactions (the “Closing”) shall take place no later than 45 days following exercise of the Option by CCOH. At the Closing, the following events shall take place: (i) IHM shall, and shall cause each of its applicable subsidiaries to, execute and deliver any documents that are reasonably necessary to carry out the purchase by CCOH of the CCOH IP, and to transfer and assign to CCOH or its designated subsidiaries, all of their right, title and interest in, to and under the CCOH IP, which documents will contain customary representations and warranties, including with respect to title to the CCOH IP; and (ii) CCOH shall pay the Purchase Price to IHM (or its applicable subsidiary). Following the Closing, IHM shall, and shall cause each of its applicable subsidiaries to, cooperate with CCOH to effect the transfer and assignment to CCOH (or any subsidiary of CCOH) of any CCOH IP.

Notwithstanding any of the foregoing, the parties agree that CCOH shall be responsible for and shall cause Outdoor Management Services, Inc., a Nevada corporation (“OMS”) to pay the royalty fee due to IHM Identity in respect of the year ended December 31, 2017, pursuant to Section 3 of the Amended and Restated License Agreement, dated November 10, 2005 and amended as of January 1, 2011, by and between IHM Identity and OMS.

This Letter of Intent may be executed in one or more counterparts (including by facsimile or electronic transmission in .pdf, .tiff or any similar format), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Letter of Intent shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that no party may assign its respective rights or delegate its respective obligations under this Letter of Intent without the express prior written consent of the other party, except that each party may assign its rights and delegate its obligations under this Letter of Intent to any of its subsidiaries (provided that no such assignment or delegation shall release such party from any liability or obligation under this Letter of Intent). If any provision of this Letter of Intent is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

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