8-K - BBGI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 20, 2026

BEASLEY BROADCAST GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-29253	65-0960915
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

3033 Riviera Drive, Suite 200, Naples, Florida 34103

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (239) 263-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Class A Common Stock, par value $0.001 per share	BBGI	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.	Entry into a Material Definitive Agreement.

On March 20, 2026, Beasley Broadcast Group, Inc. (the “Company”), on behalf of itself and its direct and indirect subsidiaries, including Beasley Mezzanine Holdings, LLC (the “Issuer”), entered into a Transaction Support Agreement (the “TSA”) with holders of Existing Notes (as defined below) (the “Supporting Holders”) that, as of such date, beneficially owned approximately (a) 98.7% of the aggregate outstanding principal amount of the 11.000% Senior Secured First Lien Notes due 2028 (the “Existing First Lien Notes”) and (b) 76.5% of the aggregate outstanding principal amount of the 9.200% Senior Secured Second Lien Notes due 2028 (the “Existing Second Lien Notes,” and, together with the Existing First Lien Notes, the “Existing Notes”). The TSA relates to certain refinancing transactions (the “Transactions”) among the Company, the Issuer, certain of the Company’s direct and indirect subsidiaries and the Supporting Holders, to be undertaken by the following: (i) an exchange (the “Exchange Offer”) of all of the Existing Second Lien Notes for newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) at an exchange ratio of 50.0% of the aggregate principal amount (or $500 per $1,000 of principal amount) of the Existing Second Lien Notes tendered for exchange, (ii) an offer to purchase (the “Tender Offer” and, together with the Exchange Offer, the “Offers”) up to $15,899,000 of the Existing First Lien Notes at a price equal to 100% of the par value thereof, and (iii) related consent solicitations (the “Consent Solicitations”) to proposed amendments to the existing indentures governing the Existing Notes (the “Existing Indentures”) to, among other things, (x) adopt certain proposed amendments to the Existing Indentures and (y) release all of the collateral securing the Existing Second Lien Notes. The Transactions will be consummated on the terms set forth in an offering memorandum and solicitation statement provided to holders of the Existing Notes.

Pursuant to the TSA, the Supporting Holders have agreed to, among other things, (i) tender all of their Existing Notes in the Offers and (ii) provide their related consents under the Consent Solicitation. The Supporting Holders’ obligations under the TSA are conditioned upon holders holding 100% of the aggregate principal amount of the Existing Second Lien Notes tendering their Existing Second Lien Notes pursuant to the Exchange Offer and providing their consents to the Consent Solicitations (the “TSA Minimum Participation Condition”), as well as certain other customary conditions. The Initial Supporting Holders may waive the TSA Minimum Participation Condition in their sole and absolute discretion.

The TSA includes representations, warranties, covenants and closing conditions customary for agreements of this type. Pursuant to the terms of the TSA, at the closing of the Offers, the Company will appoint an independent director selected by the Initial Supporting Holders as a member of its board of directors. The TSA also grants the Initial Supporting Holders the right, commencing 270 days after closing of the Offers, to propose three candidates for an additional independent director to be selected and appointed by the Company, and to participate in the formation of a strategic alternatives committee of the board of directors, in each case subject to certain terms and conditions contained in the TSA. In addition, the TSA provides that certain actions, including any insolvency proceeding or bankruptcy filing of the Company, must be authorized by the independent director appointed pursuant to the TSA. The TSA will, among other circumstances, terminate upon the earlier of: (a) mutual written consent of the Company and the Supporting Holders, (b) on the settlement date of the Offers, or (c) on May 15, 2026, if the Transactions have not yet been consummated.

The 2027 PIK Notes will mature on December 31, 2027, subject to a springing maturity condition. Pursuant to the springing maturity condition, if (i) on or before September 30, 2027 the Company and its subsidiaries have not entered into one or more binding agreements for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, that would be sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding as of September 30, 2027, the remaining Existing First Lien Notes and the 2027 PIK Notes will mature on such date or (ii) an event of default with respect to a breach of the governance covenants set forth in the TSA has occurred, the 2027 PIK Notes will mature on the date such event of default occurred.

The indenture governing the 2027 PIK Notes will include an equity conversion feature. Holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of the Company’s Class A Common Stock (the “Class A Common Stock”) and the Company’s Class B Common Stock (the “Class B Common Stock”) on or after December 31, 2027 (or, if the springing maturity condition has occurred, the date on which the springing maturity condition occurs). If such election is made, the holders would receive shares representing, in the aggregate, up to 95% of the issued and outstanding Class A Common Stock and Class B Common Stock, on a fully diluted basis, subject to reduction based on the amount of cash payments made to holders in respect of principal of the 2027 PIK Notes prior to the conversion date. The equity conversion is subject to obtaining prior approval of the Federal Communications Commission (the “FCC”) and compliance with applicable FCC foreign ownership rules.

The foregoing is a summary of the material terms of, and is qualified by, the TSA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01.	Regulation FD Disclosure.

Cleansing Information

The Company is also furnishing as Exhibit 99.1 to this Current Report on Form 8-K certain information (the “Cleansing Information”) previously shared with certain holders of Existing Notes of the Company during the course of the discussions leading up to the execution of the TSA.

The Cleansing Information was prepared solely to facilitate a discussion with the parties to the confidentiality agreements and was not prepared with a view toward public disclosure, and the Cleansing Information should not be relied upon to make an investment decision with respect to the Company. The Cleansing Information should not be regarded as an indication that the Company or any third party considers the Cleansing Information to be material non-public information or a reliable prediction of future events, and the Cleansing Information should not be relied upon as such. The Cleansing Information includes certain values for illustrative purposes only, and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of the Company or any third party and should not be relied upon as such. Neither the Company nor any third party makes any representation to any person regarding the accuracy or completeness of any Cleansing Information or undertakes any obligation to update the Cleansing Information to reflect circumstances existing after the date when the Cleansing Information was prepared or conveyed or to reflect the occurrence of future events, even if any or all of the assumptions underlying the Cleansing Information become or are shown to be incorrect.

The foregoing description of the Cleansing Information is qualified by reference to the complete presentation of the Cleansing Information, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding the Offers

The closing of the Offers is conditioned on the satisfaction or waiver of certain conditions precedent. The Company may elect to withdraw the Offers at any time. The Offers may not be completed as contemplated or at all. If the Company is unable to complete the Offers or any other alternative transactions, on favorable terms or at all, due to market conditions or otherwise, its financial condition could be materially adversely affected.

This report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The 2027 PIK Notes to be offered in the Exchange Offer have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K, including the exhibits attached hereto, contain “forward-looking statements” about the Company, which relate to future, not past, events. All statements other than statements of historical fact included or incorporated by reference in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.

Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to: risks associated with the exchange of less than 100% of the Existing Notes pursuant to the Offers and the ability of the Initial Supporting Holders to waive the TSA Minimum Participation Condition; risks that the Issuer may not be able to repurchase the 2027 PIK Notes upon a change of control; risks that the transactions contemplated by the TSA may not be consummated as scheduled or at all; risks related to the springing maturity condition of the 2027 PIK Notes; risks related to the potential equity conversion of the 2027 PIK Notes; and risks related to the Company’s obligations to file FCC transfer of control applications under certain circumstances; as well as other risks and uncertainties described under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K under Item 1A of Part I and in the Company’s most recent quarterly report on Form 10-Q under Item 1A of Part II and other risk factors identified from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. Although the Company believes the expectations reflected in any of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> <br>No.	Description
10.1*	Transaction Support Agreement, dated as of March 20, 2026, among Beasley Broadcast Group, Inc., the Initial Supporting Holders and Caroline Beasley
99.1	Cleansing Information
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BEASLEY BROADCAST GROUP, INC.
Date: March 20, 2026	By:	/s/ Chris Ornelas
		Chris Ornelas
		General Counsel and Secretary

EX-10.1

Exhibit 10.1

Execution Version

THIS TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OR SECTION 1126 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.

TRANSACTION SUPPORT AGREEMENT

This Transaction Support Agreement (together with the exhibits, annexes, and schedules attached hereto in accordance with Section 14(p) hereof, this “Agreement”), dated as of March 20, 2026 (the “Execution Date”), is by and among (i) Beasley Broadcast Group, Inc. (“Beasley”), on behalf of itself and its direct and indirect subsidiaries listed in Exhibit A to this Agreement (collectively, including Beasley, the “Company Parties”) that have executed and delivered counterpart signature pages to this Agreement to Cahill Gordon & Reindel LLP (“Cahill”) as counsel to the Initial 1L Supporting Holder (as defined below) and Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as counsel to the Initial 2L Supporting Holder (as defined below), as applicable, (ii)(a) the holders (or beneficial holders) of, or nominees, investment managers, investment advisors, or subadvisors to funds and/or accounts that hold, or trustees of trusts that hold, outstanding Existing 1L Notes Claims^1^ (the “1L Supporting Holder”) and (b) the holders (or beneficial holders) of, or nominees, investment managers, investment advisors, or subadvisors to funds and/or accounts that hold, or trustees of trusts that hold, outstanding Existing 2L Notes Claims^2^ (the “2L Supporting Holder” and, together with the 1L Supporting Holder, the “Supporting Holders”) listed in Schedule 1 hereto that have executed and delivered counterpart signature pages to this Agreement or a Joinder^3^ (as applicable) to counsel to the Company Parties, and (iii) Caroline Beasley (as a signatory to this Agreement solely for the purposes of Sections 8(f) and 8(l)). The Company Parties and the Supporting Holders are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly-owned subsidiary of Beasley, previously entered into (i) that certain Indenture, dated as of October 8, 2024, by and among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “1L Trustee”) and first lien notes collateral agent (the “1L Collateral Agent”) (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Existing 1L Indenture”) and (ii) that certain Indenture, dated as of October 8, 2024, by and among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “2L Trustee,” and together with the 1L Trustee, the “Existing Trustees”) and notes collateral agent (the “2L Collateral Agent,” and together with the 1L Collateral Agent, the “Existing Collateral Agents”) (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Existing 2L Indenture,” and together with the Existing 1L Indenture, the “Existing Indentures”);

^1^	“Existing 1L Notes Claims” means all claims arising under or related to the Existing First<br>Lien Notes (as defined below) pursuant to the Existing 1L Indenture (as defined below), including an aggregate principal amount of approximately $31,000,000 of outstanding Existing First Lien Notes under the Existing 1L Indenture and any accrued but<br>unpaid fees and interest, as applicable, in respect thereof.
^2^	“Existing 2L Notes Claims” means all claims arising under or related to the Existing Second<br>Lien Notes (as defined below) pursuant to the Existing 2L Indenture (as defined below), including an aggregate principal amount of approximately $185,000,000 of outstanding Existing Second Lien Notes under the Existing 2L Indenture and any accrued<br>but unpaid fees and interest, as applicable, in respect thereof.
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^3^	“Joinder” means a joinder to this Agreement substantially in the form attached to this<br>Agreement as Exhibit E providing, among other things, that such entity or person signatory thereto is bound by the terms of this Agreement to the extent provided therein. For the avoidance of doubt, any party that executes a Joinder<br>shall be a “Party” under this Agreement to the extent provided therein.
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WHEREAS, as of the date hereof, (i) the 1L Supporting Holder holds approximately 98.7% of the aggregate outstanding principal amount (excluding those held by affiliates as provided under the Existing 1L Indenture) of the 11.000% Senior Secured First Lien Notes due 2028 (the “Existing First Lien Notes”) issued pursuant to the Existing 1L Indenture and (ii) the 2L Supporting Holder holds approximately 76.5% of the aggregate outstanding principal amount (excluding those held by affiliates as provided under the Existing 2L Indenture) of the 9.200% Senior Secured Second Lien Notes due 2028 (the “Existing Second Lien Notes,” and together with the Existing First Lien Notes, the “Existing Notes”) issued pursuant to the Existing 2L Indenture;

WHEREAS, the Parties have agreed to support and pursue, among other things, transactions described in this Agreement, that certain exchange offer memorandum and solicitation statement attached as Exhibit B hereto (the “Exchange Offer Memorandum”) dated on or about the date hereof (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms herein or therein), consisting of (a) the Company Parties’ incurrence of a $35 million new money senior secured asset-based lending facility (the “New ABL Facility”), (b) the Company Parties’ $15,899,000 paydown at par of the Existing First Lien Notes using proceeds from (i) the sale of the Company Parties’ station located in the Fort Myers-Naples, Florida market and (ii) the New ABL Facility, (c) an exchange (the “Exchange Offer”) of all of the Existing Second Lien Notes for 10.000% Senior Secured PIK Notes due 2027 (the “2027 PIK Notes”), and (d) consents (the “Consent Solicitations”) to proposed amendments (the “Proposed Amendments”) to the Existing Indentures to, among other things, permit the transactions contemplated hereby, in each case, in accordance with and subject to the terms and conditions set forth herein and in the Exchange Offer Memorandum (collectively, the foregoing clauses (a) through (d), the “Transactions”);

WHEREAS, this Agreement is the product of arm’s length, good faith negotiations between the Company Parties and the Supporting Holders; and

WHEREAS, subject to the terms and conditions hereof, the Parties desire to express to each other their mutual support and commitment in respect of the matters discussed herein and in the Exchange Offer Memorandum (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms herein or therein).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereby agrees as follows:

Section 1. Interpretation. For purposes of this Agreement:

(a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neutral gender;

(b) capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;

(c) unless otherwise specified, any reference in this Agreement to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(d) unless otherwise specified, any reference in this Agreement to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended, restated, amended and restated, supplemented, or otherwise modified or replaced from time to time in accordance with its terms; notwithstanding the foregoing, any capitalized terms in this Agreement which are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the Execution Date;

(e) unless otherwise specified, all references to “Sections” are references to Sections of this Agreement;

(f) the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

(g) captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

(h) the use of “include” or “including” is without limitation, whether stated or not;

(i) unless otherwise specified, references to “days” shall mean calendar days and, when; and

(j) calculating the period of time before which, within which, or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day,^4^ the period in question shall end on the next succeeding Business Day.

Section 2. Conflicts. To the extent there is a conflict between this Agreement (including any exhibits, annexes, and schedules hereto) on the one hand, and the Definitive Documents (as defined below), on the other hand, the terms and provisions of the Definitive Documents shall govern.

Section 3. Effectiveness of this Agreement.

(a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the Execution Date, which is the date on which this Agreement has been executed and delivered by each of the Company Parties, the 1L Supporting Holder and the 2L Supporting Holder, listed in Schedule 2 hereto (respectively, the “Initial 1L Supporting Holder” and the “Initial 2L Supporting Holder,” and collectively, the “Initial Supporting Holders”) and the Company Parties shall have paid all Transaction Fees and Expenses^5^ for which an invoice has been received by the Company Parties on or before the date that is two (2) calendar days prior to the Execution Date.

^4^	“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial<br>banks are authorized to close under the Laws of, or are in fact closed in, the state of New York.
^5^	“Transaction Fees and Expenses” means all reasonable and documented fees and expenses of<br>Gibson Dunn, subject to the terms of the fee letter between the Company Parties and Gibson Dunn, excluding, for the avoidance of doubt, the timing of payment in such fee letter as superseded by this Agreement.
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(b) This Agreement shall be effective from the Execution Date until validly terminated pursuant to the terms of this Agreement. Each Supporting Holder shall be deemed to have executed this Agreement in respect of all of its applicable Existing Notes Claims.^6^

Section 4. Commitments*.* **** In connection with the Transactions contemplated by this Agreement and subject to the terms and conditions set forth in this Agreement (including the Conditions Precedent (as defined below) in Exhibit C hereto), for so long as this Agreement has not been validly terminated and except as expressly waived by the other Party in writing:

(a) Each of the Supporting Holders commits to, as applicable:

(1) (a) exchange (or cause to be exchanged) all of its Existing Second Lien Notes for the 2027 PIK Notes in the Exchange Offer (subject to the terms of the Exchange Offer Memorandum), and (b) consent to the Proposed Amendments, in each case in accordance with the terms of this Agreement and the applicable procedures set forth in the Exchange Offer Memorandum;

(2) use commercially reasonable efforts to support and take all commercially reasonable actions necessary or reasonably requested by the Company Parties to facilitate the implementation and consummation of the Transactions, including to achieve the TSA Minimum Participation Condition (as defined in Exhibit C), which TSA Minimum Participation Condition may be waived by the Initial 2L Supporting Holder in its sole and absolute discretion, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by, this Agreement or the Definitive Documents;

(3) not directly or indirectly object to, delay, impede, or take any other action that materially interferes with the implementation and consummation of the Transactions, including, for the avoidance of doubt and without limitation, declaring any default under the Existing Indentures, or accelerating the Company Parties’ obligations under the Existing Indentures;

(4) not direct the Existing Trustees (or any successors thereto) or the Existing Collateral Agents (or any successors thereto) to take any action materially inconsistent with the Supporting Holders’ obligations under this Agreement, and, if the Existing Trustees (or any successors thereto) or Existing Collateral Agents (or any successors thereto) takes any action inconsistent with the Supporting Holders’ obligations under this Agreement, the Supporting Holders shall, upon the Supporting Holders having obtained actual knowledge of such trustee or agent (or any successors thereto) taking any such action and subject to the terms and conditions of the applicable indenture and credit agreement, as applicable, use commercially reasonable efforts to direct the Existing Trustees or the Existing Collateral Agents (or any successors thereto), as applicable, to cease and refrain from taking any such action;

^6^	“Existing Notes Claims” means, collectively, the Existing 1L Notes Claims and the Existing<br>2L Notes Claims.

(5) cooperate in good faith and use commercially reasonable efforts to structure and implement the Transactions in a tax-efficient and cost-effective manner as determined by the Company Parties and the Initial 2L Supporting Holder; provided, for the avoidance of doubt, that (i) the Parties intend to structure the Transactions to preserve favorable tax attributes to the extent practicable subject to the consent of the Initial 2L Supporting Holder and (ii) any change to the Exchange Offer Memorandum that requires an extension of the Exchange Offer, subject to the consent rights set forth herein of the Parties, will not be deemed to constitute commercially reasonable efforts; and

(6) use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent.

(b) Each of the Company Parties commits to:

(1) consent to the Proposed Amendments, in each case in accordance Exchange Offer Memorandum;

(2) use commercially reasonable efforts to support and take all commercially reasonable actions necessary or reasonably requested by the Initial Supporting Holders to facilitate the implementation and consummation of the Transactions, including to achieve the TSA Minimum Participation Condition, which TSA Minimum Participation Condition may be waived by the Initial 2L Supporting Holder in its sole and absolute discretion, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by, this Agreement; provided that in no event shall the Company Parties be required to make changes to any of the terms of the Offer as set out in the Exchange Offer Memorandum;

(3) not directly or indirectly object to, delay, impede, or take any other action that materially interferes with the implementation and consummation of the Transactions; provided that the Company Parties’ exercise of any rights pursuant to the terms of the Exchange Offer Memorandum shall not be considered an objection, delay, impediment, or material interference with the implementation and consummation of the Transaction;

(4) use commercially reasonable efforts to obtain any and all required or advisable governmental, regulatory and/or third-party approvals for the Transactions;

(5) use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the extent reasonably prudent;

(6) comply with their obligations under the fee letter with Gibson Dunn, pay the Transaction Fees and Expenses and, unless the Offer has closed or has been terminated by any Company Party, not terminate the fee letter with Gibson Dunn;

(7) operate their businesses in the ordinary course of business in a manner that is consistent with its past practices and this Agreement, and use commercially reasonable efforts to preserve intact the business organization and relationships with third parties (including, without limitation, suppliers, distributors, customers, and governmental and regulatory authorities and employees) and maintain good standing under the laws of the states or other jurisdictions in which they are incorporated or organized;

(8) except as described in the Exchange Offer Memorandum or the Company Parties’ other public filings on or prior to the date of this Agreement, or with the prior written consent of the Initial 2L Supporting Holder, not (i) materially amend or change, or propose to amend or change, any of their respective organizational documents other than as necessary to consummate the Transactions, if or as applicable, or as necessary in the ordinary course of carrying out administrative functions or making administrative changes and/or (ii) other than as part of the Transactions, authorize, create, issue, sell, or grant any additional equity interests in any Company Party or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any such equity interests;

(9) without the prior written consent of the Initial 2L Supporting Holder, not (i) enter into or amend, establish, adopt, supplement, or otherwise materially modify or accelerate (x) any deferred compensation, incentive, success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans, or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any current or former director, officer, employee, manager, or agent, or (y) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, agent, attorney, accountant, investment banker, or other representative or professional to indemnification from the Company Parties, or (ii) materially modify or terminate any existing compensation or benefit plans or arrangements (including employment agreements); provided that the Company Parties may take any of the actions set forth in this section in the ordinary course of business, consistent with past practice, and not in contravention of the terms of any contracts, arrangements, and/or commitments in effect on the Execution Date, including with respect to insider and non-insider employees;

(10) not enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or any other financing arrangements, in each case, without the prior written consent of the Initial 2L Supporting Holder; provided that this clause shall not apply to the New ABL Facility subject to the Initial 2L Supporting Holder’s consent rights with respect thereto as set forth in the Exchange Offer Memorandum;

(11) not sell any assets (including, without limitation, any intellectual property) in any transaction or series of transactions without the prior written consent of the Initial 2L Supporting Holder to the extent that, if the Transactions are consummated, the Company Parties do not or does not intend to apply any such net sale proceeds consistent with the application of proceeds terms and other relevant terms of the Exchange Offer Memorandum, including, without limitation, the “Description of 2027 PIK Notes—Repurchase at the Option of Holders—Asset Sales” thereunder;

(12) except in accordance with the Transactions, not incur any indebtedness or guarantee any indebtedness of another entity without the prior written consent of the Initial 2L Supporting Holder;

(13) not terminate or release (i) any obligors or guarantors of their obligations under the Existing Indentures or (ii) any of the liens on, security interests in, or guarantees of any of the assets of the Company Parties that secure the obligations under the Existing Indentures, in each case, without the prior written consent of the Initial 2L Supporting Holder;

(14) not settle any claims or causes of action brought against any Company Party or any affiliate (including, without limitation, any claims asserted by a governmental entity) without the prior written consent of the Initial 2L Supporting Holder; provided that the Company Parties may settle any such claims or causes of action in the ordinary course of business, consistent with past practice, and not in contravention of the terms of any contracts, arrangements, and/or commitments in effect on the Execution Date;

(15) not modify, amend, supplement, waive, or execute any Definitive Document in a manner that is inconsistent with this Agreement and the Exchange Offer Memorandum in any respect;

(16) not take any action with respect to the disposition, treatment, or dissolution of any Company Party and any foreign or domestic subsidiaries or affiliates, as applicable, whether or not such entities are signatories to this Agreement without the prior written consent of the Initial 2L Supporting Holder;

(17) not (i) commence any proceeding or other action that challenges (A) the amount, validity, allowance, character, enforceability or priority of any of the Existing Notes Claims of the Supporting Holders or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing (or purporting to secure) any of the Existing Notes Claims of the Supporting Holders, or (ii) support any person or entity in connection with any of the acts described in the foregoing clauses;

(18) not directly or indirectly, solicit, initiate, propose, consummate, or enter into a binding agreement to consummate an Alternative Transaction^7^ subject to the Company Parties’ Fiduciary Out (as defined below) and attendant obligations in Section 8 of this Agreement;

(19) cooperate in good faith and use commercially reasonable efforts to structure and implement the Transactions in a tax-efficient and cost-effective manner as determined by the Company Parties and the Initial 2L Supporting Holder; provided, for the avoidance of doubt, that (i) the Parties intend to structure the Transactions to preserve favorable tax attributes to the extent practicable subject to the consent of the Initial 2L Supporting Holder and (ii) any change to the Exchange Offer Memorandum that requires an extension of the Exchange Offer, subject to the consent rights set forth herein, will not be deemed to constitute commercially reasonable efforts; and

^7^

“Alternative Transaction” means any written or oral plan, proposal, offer, bid, term sheet, or agreement with respect to a new-money investment, amalgamation, acquisition, dissolution, equity investment or financing, share issuance, consent solicitation, exchange offer, tender offer, chapter 11 plan of reorganization or liquidation, share exchange, debt incurrence or financing (including without limitation, a new-money financing, debtor in possession financing, or exit financing), winding up, liquidation, reorganization, recapitalization, assignment for the benefit of creditors, consolidation, partnership, plan proposal, restructuring, or similar transaction involving one of more of the Company Parties, or any affiliates of the Company Parties, or the debt, equity, or other interests in any one or more Company Parties or any affiliates of the Company Parties or all, substantially all, or a portion of the Company Parties and their affiliates and/or their assets or their affiliates’ assets that is an alternative to the Transactions contemplated by this Agreement; provided that “Alternative Transaction” shall not include any sale, transfer, or other disposition of assets of any Company Party or any affiliate thereof (including pursuant to any asset purchase agreement) so long as the Company Parties and their affiliates apply or intend to apply any and all proceeds of any such sale, transfer, or other disposition of any assets consistent with the application of proceeds terms and other relevant terms of the Exchange Offer Memorandum, including, without limitation, the “Description of 2027 PIK Notes—Repurchase at the Option of Holders—Asset Sales” thereunder.

(20) other than as required by law or agreed to by the Initial 2L Supporting Holder, not (i) make or change any tax election other than in the ordinary course of business, (ii) adopt or change any accounting methods, practices, or periods for tax purposes other than in the ordinary course of business, (iii) make or request any tax ruling, (iv) enter into any tax sharing or similar agreement or arrangement (other than agreements entered in the ordinary course of business the primary purpose of which are not taxes), or (v) settle any tax claim or assessment.

(c) Each of the Parties hereby covenants and agrees to negotiate in good faith, to cooperate with the other Parties in good faith, and to use its good faith and commercially reasonable efforts to execute, as expeditiously as reasonably possible and no later than the Outside Date (as defined below), any agreements, documents or instruments related to the Transactions and any other related definitive documentation contemplated by this Agreement and the Exchange Offer Memorandum (collectively, the “Definitive Documents”),^8^ on terms consistent in all respects with those set forth in this Agreement and the Exchange Offer Memorandum and, in any event, the Definitive Documents, including any waiver, amendment, modification, or supplement after the date of this Agreement, shall be in form and substance reasonably acceptable to the Company Parties and the Initial 2L Supporting Holder; provided that the indenture to the Existing First Lien Notes shall also be in form and substance reasonably satisfactory to the Company Parties, the Initial 1L Supporting Holder and the Initial 2L Supporting Holder. For the avoidance of doubt, **** the Exchange Offer Memorandum is in form and substance acceptable to the Company Parties and the Initial 2L Supporting Holder on the date of this Agreement.

Notwithstanding anything to the contrary in this Agreement, this Agreement shall in no way be construed to preclude each Supporting Holder from acquiring or selling its applicable Existing Notes prior to the Expiration Date (as defined in the Exchange Offer Memorandum); provided that to the extent a Supporting Holder acquires or sells its applicable Existing Notes, such Supporting Holder agrees (A) to provide the Company Parties on the Expiration Date with an updated schedule of the principal amount of additional applicable Existing Notes so acquired or sold, (B) that such additional applicable Existing Notes shall be subject to this Agreement for the duration of this Agreement, to the extent, and solely to the extent, held by such Supporting Holder, and (C) to the extent a Supporting Holder sells its applicable Existing Notes to a non-Supporting Holder, such non-Supporting Holder shall become a Supporting Holder by executing a Joinder to this Agreement upon the closing of such sale of Existing Notes and promptly deliver such Joinder to counsel to the Company Parties and Gibson Dunn. For the avoidance of doubt, no sale of applicable Existing Notes by a Supporting Holder to a non-Supporting Holder shall be effective unless and until such non-Supporting Holder has executed a Joinder to this Agreement pursuant to this Section 4.

^8^

For the avoidance of doubt, the “Definitive Documents” shall include, without limitation, this Agreement, the Exchange Offer Memorandum, the supplemental indentures to the Existing Indentures (with respect to amendments contemplated by the Transactions), the indentures for and all attendant debt documentation governing the 2027 PIK Notes and the Existing Notes, including any applicable intercreditor agreements, the credit agreement for and all attendant debt documentation governing the New ABL Facility, the Company Parties’ organizational documents, including, without limitation, the charter and any amendment thereof, and any other documentation reasonably required to consummate the Transactions by the Outside Date as determined by the Company Parties and the Initial 2L Supporting Holder.

Notwithstanding anything to the contrary herein, a Qualified Marketmaker^9^ that acquires any Existing Notes that are subject to this Agreement with the purpose and intent of acting as a Qualified Marketmaker for such Existing Notes shall not be required to execute and deliver a Joinder in respect of such Existing Notes if (i) such Qualified Marketmaker acquires such Existing Notes at least six Business Days prior to the Expiration Date and (ii) such Qualified Marketmaker subsequently transfers such Existing Notes (by purchase, sale assignment, participation, or otherwise) within five Business Days of its acquisition to a transferee in compliance with this Section 4.

Section 5. Mutual Releases and Covenant Not to Sue*.* The Parties shall negotiate and enter into a mutual release agreement as part of the Definitive Documents, which release agreement shall include customary carveouts and releases in favor of customary related parties and representatives of the Parties, shall not be effective until the closing date of the Transactions and shall be subject to the consent rights set forth herein for Definitive Documents.

Section 6. Representations and Warranties of the Supporting Holders. Each of the Supporting Holders hereby represents and warrants to the Company Parties (and solely with respect to the last sentence of clause (i) below, for the benefit of their respective financial advisors), as applicable, that the following statements are true and correct as of the date hereof:

(a) Each Supporting Holder has all necessary corporate or similar power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions.

(b) This Agreement has been duly and validly executed and delivered by each Supporting Holder. This Agreement constitutes the valid and binding obligation of each Supporting Holder, enforceable against each Supporting Holder in accordance with its terms, except as may be limited by the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors generally.

(c) The execution, delivery and performance by each Supporting Holder of this Agreement and the other Definitive Documents to which it is a party, and each Supporting Holder’s compliance with the provisions hereof (including the consummation of the Transactions), will not (with or without notice or lapse of time, or both): (i) violate any provision of each Supporting Holder’s organizational or governing documents; (ii) violate any law or order applicable to each Supporting Holder; or (iii) require any consent or approval under, violate, result in any breach of, or constitute a default under, or, to each Supporting Holder’s actual knowledge, result in termination or give to others any right of termination, amendment, acceleration or cancellation of any contract, agreement, arrangement or understanding that is binding on each Supporting Holder, except, in the case of clauses (ii) and (iii) above, where not reasonably likely to have a material adverse effect on the ability of each Supporting Holder to perform its obligations under this Agreement or the Transactions.

(d) Each Supporting Holder is the beneficial or record owner of the face amount of its applicable Existing Notes or is the nominee, investment manager, or advisor for beneficial holders of the applicable Existing Notes reflected in each Supporting Holder’s signature page hereto.

(e) [Reserved].

(f) Each Supporting Holder to its knowledge is not a party to any contract with any person (other than this Agreement) that would give rise to a valid claim against the Company Parties for a brokerage commission, finder’s fee or like payment in connection with the Transactions.

^9^

“Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Existing Notes (or enter with customers into long and short positions in Existing Notes), in its capacity as a dealer or market maker in Existing Notes and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

(g) No consent, approval, authorization, order, registration or qualification of or with any governmental entity having jurisdiction over each Supporting Holder or any of its properties is required for the execution and delivery by each Supporting Holder of this Agreement and each other Definitive Document to which each Supporting Holder is a party, the compliance by each Supporting Holder with the provisions hereof and thereof, and the consummation of the Transactions contemplated herein and therein.

(h) The execution and delivery by the Supporting Holders of this Agreement and the other Definitive Documents to which it is a party, the compliance by the Supporting Holders with the provisions hereof and thereof and the consummation of the Transactions contemplated herein and therein will not (a) result in any violation of the provisions of the organizational or governing documents of the Supporting Holders, or (b) result in any violation of any law applicable to the Supporting Holders or any of their properties.

(i) Each Supporting Holder is an Eligible Holder. Each Supporting Holder understands that any securities of the Company Parties contemplated to be acquired by such Supporting Holder in connection with the Transactions have not been, and are not contemplated to be, registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or any other applicable securities laws and may not be resold without registration under the Securities Act and any other applicable securities laws except pursuant to a specific exemption from the registration provisions of such securities laws. Any securities of the Company Parties contemplated to be acquired by any Supporting Holder in connection with the Transactions will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act or any other applicable securities laws. None of the securities contemplated to be acquired by any Supporting Holder in connection with the Transactions are being acquired as a result of any advertisement, article, notice, or other communication regarding such securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement; provided that the foregoing clause shall not be construed to include and is not intended to include any notice, posting, filing, publishing, or other communication of the Exchange Offer Memorandum. By reason of its business and financial experience, each Supporting Holder has such knowledge, sophistication, and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of participating in the Transactions, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. Each Supporting Holder has been furnished with materials relating to the business, finances and operations of the Company Parties and relating to the Transactions that have been requested by the Supporting Holders. Each Supporting Holder has been afforded the opportunity to ask questions of the Company Parties and their representatives. Each Supporting Holder understands and acknowledges that its participation in the Transactions involves a high degree of risk and uncertainty. Each Supporting Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its participation in the Transactions. Each Supporting Holder acknowledges that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties and/or the Transactions, and without reliance on any statement of any other Party (or such other Party’s financial or other professional advisors), other than such express representations and warranties of the Company Parties set forth in this Agreement.

Section 7. Representations and Warranties of the Company Parties. The Company Parties hereby represent and warrant to each Supporting Holder that the following statements are true and correct as of the date hereof:

(a) Each Company Party has all necessary corporate or similar power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions.

(b) This Agreement has been duly and validly executed and delivered by the Company Parties. This Agreement constitutes the valid and binding obligation of the Company Parties, enforceable against the Company Parties in accordance with its terms, except as may be limited by the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally.

(c) The execution, delivery and performance by the Company Parties of this Agreement and the other Definitive Documents, and the Company Parties’ compliance with the provisions hereof (including the consummation of the Transactions), will not (with or without notice or lapse of time, or both): (i) violate any provision of the Company Parties’ organizational or governing documents; (ii) violate any law or order applicable to the Company Parties or their properties; or (iii) require any consent or approval under, violate, result in any breach of, or constitute a default under, or result in termination or give to others any right of termination, amendment, acceleration or cancellation of any contract, agreement, arrangement or understanding that is binding on the Company Parties (other than such consents as are contemplated by this Agreement), except, in the case of clauses (ii) and (iii) above, where not reasonably likely to have a material adverse effect on the ability of the Company Parties to perform its obligations under this Agreement or the Transactions.

(d) Each Company Party has sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement, and has been afforded the opportunity to consult with its legal and financial advisors with respect to its decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement and otherwise investigated this matter to its full satisfaction.

(e) Except as expressly provided by this Agreement, each Company Party is not party to any similar transaction, agreements, or arrangements regarding the indebtedness of any of the Company Parties that have not been disclosed to the Supporting Holders.

(f) Assuming the accuracy of the representations and warranties of each of the Supporting Holders under Section 6(i) of this Agreement, the 2027 PIK Notes will be (i) issued pursuant to the terms and subject to the conditions set forth in the Exchange Offer Memorandum in a transaction exempt from the registration requirements under the Securities Act pursuant to Section 4(a)(2) of the Securities Act, and (ii) exchanged and issued in compliance with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and in compliance with all other applicable state and federal laws concerning the issuance thereof.

(g) When the 2027 PIK Notes have been duly issued in accordance with the terms of the indenture governing such 2027 PIK Notes (the “2027 PIK Notes Indenture”) and delivered upon consummation of the exchange pursuant to the terms and subject to the conditions set forth on the Exchange Offer Memorandum, against receipt of the Existing Second Lien Notes surrendered in exchange therefor, the 2027 PIK Notes will constitute legal, valid, and binding obligations of the Company Parties entitled to the benefits of the 2027 PIK Notes Indenture and enforceable against the Company Parties in accordance with their terms, except as may be limited by the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors generally, and the 2027 PIK Notes will not be subject to any preemptive, participation, rights of first refusal, or other similar rights and will be free from any liens (other than any liens arising by operation of applicable securities laws).

(h) The 2027 PIK Notes, when issued, will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated interdealer quotation system, within the meaning of Rule 144A(d)(3)(i) under the Securities Act.

(i) Beasley’s charter has sufficient authorized shares of Class A common stock and Class B common stock to effectuate the Transaction contemplated on the closing date and shall have a sufficient amount of authorized shares of Class A common stock and Class B common stock such that, upon the consummation of the Equity Conversion (as defined below), the holders of the 2027 PIK Notes shall be able to hold Beasley’s Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional issuance of shares pursuant to Section 8(k), in the amounts set forth and pursuant to the terms in Section 8(k).

Section 8. Governance*.*

(a) On the closing date of the Transactions, the Company Parties shall take all Necessary Action (as defined below) to (i) increase the size of Beasley’s board of directors by one additional director and (ii) cause an independent representative, selected by the Initial 2L Supporting Holder in its sole and absolute discretion, to be appointed to the board of directors of Beasley (the “Initial 2L Supporting Holder Director”). The Initial 2L Supporting Holder Director (or any of its successors) shall receive $85,000 in annual compensation in cash for its services payable solely by the Company Parties, consisting of (i) a $65,000 annual retainer, (ii) a $7,500 annual fee for its service on the Strategic Alternatives Committee (as defined below), and (iii) $12,500 of other cash consideration for its services.

(b) At any time prior to the earlier of the Initial 2L Supporting Holder ceasing to beneficially own at least 5.1% of the aggregate principal amount of the then-outstanding 2027 PIK Notes (the “Initial 2L Supporting Holder Disposition Date”) or the maturity date of the 2027 PIK Notes (subject to the springing maturity further described and as set forth in the 2027 PIK Notes Indenture), (i) in the event of a vacancy caused by the resignation or other cessation of service of any Initial 2L Supporting Holder Director (or any of its successors) with respect to the Company Parties, the Company Parties shall take all Necessary Action to appoint a new Initial 2L Supporting Holder Director (who, for the avoidance of doubt, shall be an independent representative), selected by the Initial 2L Supporting Holder in its sole and absolute discretion to the board of directors of Beasley on the same terms as specified in Section 8(a), and (ii) in the event of a vacancy caused by the resignation or other cessation of service of any Independent Director (as defined below) (or any of its successors) with respect to the Company Parties, the Initial 2L Supporting Holder shall propose three additional candidates to the Company Parties and the Company Parties shall promptly take all Necessary Action to select one of the three proposed candidates and appoint such candidate as the new Independent Director to the board of directors of Beasley on the same terms as specified in Section 8(c).

(c) Unless the Initial 2L Supporting Holder Disposition Date has occurred prior to such date, commencing on the date that is 270 days after the closing date of the Transactions, the Initial 2L Supporting Holder may, at its option, elect to propose three candidates in its sole and absolute discretion for an independent representative to be appointed to Beasley’s board of directors; provided that, for the avoidance of doubt, the Initial 2L Supporting Holder’s foregoing option and election shall continue to remain operative after the date that is 270 days after the closing date of the Transactions until the Initial 2L Supporting Holder decides to affirmatively exercise such option and election. If the Initial 2L Supporting Holder proposes such candidates, the Company Parties shall take all Necessary Action to (i) further increase the size of Beasley’s board of directors by one additional director and (ii) cause one of three of such proposed candidates (selected in its sole and absolute discretion) to be appointed to the board of directors of Beasley (the “Independent Director”). For the avoidance of doubt, each of the Initial 2L Supporting Holder Director, the Independent Director, and any successor thereto shall at all times be an independent representative. The Independent Director (or any of its successors) shall receive $85,000 in annual compensation in cash for its services payable solely by the Company Parties, consisting of (i) a $65,000 annual retainer, (ii) a $7,500 annual fee for its service on the Strategic Alternatives Committee (as defined below), and (iii) $12,500 of other cash consideration for its services.

(d) On the closing date of the Transactions, the Company Parties shall take all Necessary Action to (i) establish and maintain a new four-member committee of Beasley’s board of directors (the “Strategic Alternatives Committee”), including passing a board resolution substantially consistent with the resolutions attached hereto as Exhibit D, (ii) appoint the Initial 2L Supporting Holder Director, Caroline Beasley, and Michaeel Fiorile to the Strategic Alternatives Committee, and (iii) if an Independent Director has been appointed, appoint such Independent Director to the Strategic Alternatives Committee. From the date of the establishment of the Strategic Alternatives Committee until the appointment of the Independent Director, the fourth seat on the Strategic Alternatives Committee shall at all times be vacant. As further set forth in Exhibit D, the Strategic Alternatives Committee shall be delegated with the sole and exclusive authority and power to explore, enter into, and consummate any strategic alternative transaction, subject to the laws of the State of Delaware and the regulations of the Federal Communications Commission (“FCC”). Further, in the event of an equal vote of the Strategic Alternatives Committee in favor of a decision and against such decision, such decision shall be submitted to a vote of the full board of directors of Beasley.

(e) The Initial 2L Supporting Holder shall, promptly following a reasonable written request by the Company Parties (or counsel to the Company Parties), which request shall not be made more than once per month, provide a written certification (email from Gibson Dunn being sufficient) to the Company Parties (or counsel to the Company Parties) as to the aggregate principal amount of the 2027 PIK Notes beneficially owned by the Initial 2L Supporting Holder as of the date such written certification is provided. If the Company Parties believe, in good faith, that the Initial 2L Supporting Holder Disposition Date has occurred and the Company Parties have confirmed in writing with the trustee under the 2027 PIK Notes that the Initial 2L Supporting Holder Disposition Date has occurred, then the Company Parties (or counsel to the Company Parties) may provide the Initial 2L Supporting Holder (or Gibson Dunn) with the trustee’s written confirmation and request confirmation thereof from the Initial 2L Supporting Holder pursuant to this Section 8(e). Upon such request and the delivery of such trustee’s written confirmation to the Initial 2L Supporting Holder (or Gibson Dunn), the Initial 2L Supporting Holder Disposition Date will be deemed to have occurred unless the Initial 2L Supporting Holder provides a written certification (email from Gibson Dunn being sufficient) to the Company Parties (or counsel to the Company Parties) no fewer than ten Business Days after receipt of such request from the Company Parties that the Initial 2L Supporting Holder Disposition Date has not occurred.

(f) The appointment of the Initial 2L Supporting Holder Director shall occur on the closing date of the Transactions. The Company Parties and Caroline Beasley shall take all actions to (i) on the closing date of the Transaction, provide the written consent and take all actions by the board of directors of Beasley to amend Beasley’s charter as described below in this Section 8 such that no Company Party or its affiliates can initiate any insolvency or similar proceeding, including, without limitation, any bankruptcy filing of any Company Party or its affiliates without unanimous approval of the board of directors of Beasley, which shall, for the avoidance of doubt, include the consenting vote of the Initial 2L Supporting Holder Director and (ii) file the FCC Application(s) (as defined below) (including, as applicable, all filings necessary to obtain a declaratory ruling from the FCC to allow the non-U.S. ownership of the FCC Licenses (as defined below) to exceed the Foreign Ownership Limitations (as defined below)) as set forth in Section 8(m) (for the avoidance of doubt, no FCC Application(s) will be required to be filed prior to the dates set forth in Section 8(m)). Any removal, replacement, or similar action by the Company Parties of the Initial 2L Supporting Holder Director or the Independent Director, absent the prior written consent of the Initial 2L Supporting Holder (email from Gibson Dunn being sufficient), shall automatically trigger the maturity of the 2027 PIK Notes as further described and as set forth in the 2027 PIK Notes Indenture.

(g) “Necessary Action” means, with respect to a specified result, promptly taking all actions required to cause such result that are within the power of a specified person (to the extent such actions are not prohibited by applicable law (as determined after consultation with outside counsel) and within such person’s control), including, without limitation, (i) causing the board of directors or any

nominating committee thereof to nominate or appoint, or taking steps to cause the nomination or appointment of, certain persons, and providing the highest level of support for the election or appointment of such persons to the board of directors or any committee thereof, including in connection with the annual or special meeting of stockholders and (ii) assisting in preparing or furnishing forms of ballots, proxies, consents or similar instruments, and facilitating the collection or processing of such ballots, proxies, consents or instruments relating to the foregoing.

(h) For the avoidance of doubt, the rights of the Initial 2L Supporting Holder under this Section 8(i) may not be assigned or transferred to any other person and (ii) will automatically terminate upon the earlier of the Initial 2L Supporting Holder Disposition Date or the maturity date of the 2027 PIK Notes (subject to the maturity further described and as set forth in the 2027 PIK Notes Indenture).

(i) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement requires the Company Parties or any directors, officers, managers, or members of the Company Parties, each in its capacity as such, to take any action, or to refrain from taking any action solely related to this Agreement, to the extent inconsistent with its or their fiduciary duties under applicable law (as determined by them in good faith after consultation with outside legal counsel) (collectively, the “Fiduciary Out”); provided that the foregoing shall not impede, abrogate, prevent, or frustrate (i) any Party’s termination rights under this Agreement, (ii) any of the Company Party’s information sharing obligations under this Agreement, or (iii) the amendment of Beasley’s charter as set forth in this Section 8, including, without limitation, the voting requirement set forth in Section 8(f). In the event the board of directors or any such similar governing body of the Company Parties determines that taking any action or refraining from taking any action is required pursuant to this paragraph and/or intends to exercise the Fiduciary Out, the Company Parties shall, within 24 hours of its board of directors or applicable similar governing body’s determination, provide written notice thereof (in accordance with Section 14 hereof) to the Supporting Holders. For the avoidance of doubt, the Company Parties’ Fiduciary Out in this section shall apply solely to this Agreement and shall not apply to any act, omission, rights, or obligations that any of the corporate governing body of any Company Party undertakes on or after the closing date of the Transactions pursuant to any other Definitive Document, including the 2027 PIK Notes Indenture and the Company Parties’ organizational documents.

(j) Regardless of whether any Company Party exercises its Fiduciary Out, each of the Company Parties commits and agrees to (i) provide the Initial Supporting Holders, Gibson Dunn and Cahill with a copy of any Alternative Transaction or written asset sale proposal received from a third party (to the extent such proposal would constitute an “Asset Sale” under the Existing 1L Indenture or the 2027 PIK Notes Indenture (an “Asset Sale Proposal”)) (and, in the case of a verbal proposal, a written summary thereof) as soon as practicable but in any event within twenty-four (24) hours of the Company Parties’ or their advisors’ receipt of such Alternative Transaction or Asset Sale Proposal and (ii) promptly provide information to the Initial Supporting Holders, Gibson Dunn and Cahill regarding such discussions or any action or inaction with respect to any Alternative Transaction or Asset Sale Proposal (including copies of any materials provided to or provided by the Company Parties) as necessary to keep the Initial Supporting Holders, Gibson Dunn and Cahill contemporaneously informed as to the status and substance of the foregoing. Each of the Company Parties also commits and agrees to not directly or indirectly enter into any confidentiality agreement or a nondisclosure agreement with any third party with respect to an Alternative Transaction to the extent such confidentiality agreement or nondisclosure agreement would restrict any Company Party’s ability to share any documents or terms concerning such Alternative Transaction with the Initial Supporting Holders, Gibson Dunn or Cahill in accordance with the terms of this Agreement.

(k) At any time on or prior to December 31, 2027 (or September 30, 2027 if the Company Parties do not have one or more binding agreements for asset sales or debt or equity refinancings that would upon consummation yield net proceeds sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding at such time (the “Springing Maturity Date”), as applicable), the

holders of at least a majority of all outstanding 2027 PIK Notes may issue a written notice of conversion (the “Notice of Conversion”) to the Company Parties electing that on the earlier of December 31, 2027 (or the Springing Maturity Date, as applicable) or on an event of default as further described below in Section 8(o) (provided that such Notice of Conversion may be delivered from counsel to such holders to the Company Parties or their counsel and will only be effective if the holders who delivered the Notice of Conversion hold at least a majority of all outstanding 2027 PIK Notes on such date), and subject to obtaining any required FCC and other regulatory approvals, all outstanding 2027 PIK Notes shall be exchanged for shares of Class A common stock and Class B common stock of Beasley, which such shares Beasley shall issue to such holders of 2027 PIK Notes in an amount such that such holders shall hold, on a pro rata basis, 95% of Beasley’s Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional issuance of shares pursuant to Section 8(k); provided that such issuance shall be for (i) 90% of the Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional issuance of shares pursuant to Section 8(k), if Beasley has returned 85% to the holders of the 2027 PIK Notes outstanding, (ii) 85% of the Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional issuance of shares pursuant to Section 8(k), if Beasley has returned 90% to the holders of the 2027 PIK Notes outstanding, and (iii) 80% of the Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional issuance of shares pursuant to Section 8(k), if Beasley has returned 95% to the holders of the 2027 PIK Notes outstanding (the foregoing conversion mechanics, collectively, the “Equity Conversion”); provided, however, that to the extent any required FCC or other regulatory approvals have not been obtained prior to the issuance of a Notice of Conversion, Beasley shall (x) upon the written notice from holders of at least a majority of all outstanding 2027 PIK Notes (email from counsel to such holders to the Company Parties or their counsel being sufficient), issue to holders of 2027 PIK Notes in an amount such that the holders shall hold, on a pro rata basis, up to the maximum amount of Class A common stock and Class B common stock (i) that may be held without the need to obtain any such outstanding FCC or other regulatory approvals, as reasonably agreed by the Company Parties and holders of at least a majority of all outstanding 2027 PIK Notes in good faith and (ii) the issuance of which would not delay or adversely impact the Company Parties’ ability to obtain any such approvals, as reasonably determined by holders of at least a majority of all outstanding 2027 PIK Notes in good faith, and (y) upon obtaining all required FCC and other regulatory approvals, issue to such holders of 2027 PIK Notes the remainder of Class A common stock and Class B common stock in order to complete the Equity Conversion set forth in this Section 8(k).

(l) Immediately upon closing of the Transactions, Beasley shall amend its organizational documents, including its charter, to provide for the governance terms set forth in this Section 8, including, without limitation, (i) the requirement set forth in Section 8(f) and (ii) shall provide that upon the Notice of Conversion, the Equity Conversion would occur on the later of (A) the earlier of (x) December 31, 2027 (or the Springing Maturity Date, as applicable) or (y) an event of default as further described below in Section 8(o) (the “Contingent Share Issuance”) or (B) the receipt of all required FCC and other regulatory approvals. The following three steps shall occur immediately on the closing date of the Transactions: (i) the board of directors of Beasley shall approve and recommend that the stockholders of Beasley approve the amendments of Beasley’s organizational documents, including, without limitation, Beasley’s charter, to reflect the terms set forth in this Section 8, including the requirement set forth in Section 8(f) and the Contingent Share Issuance; (ii) immediately upon such approval recommendation, Class B common stockholders of Beasley holding the majority of the voting power of Beasley shall consent via a written consent to the amendments of Beasley’s organizational documents, including, without limitation, Beasley’s charter, and take all other actions necessary or reasonably required pursuant to the terms of this Section 8; provided, for the avoidance of doubt, that all actions necessary or reasonably required to be taken by the Company Parties pursuant to the terms of this Agreement shall be deemed to require Class B common stockholders of Beasley holding the majority of the voting power of Beasley to take any such actions; and (iii) as soon as practicable but in any event within one Business Day after execution of such written consent, the Company Parties shall file a “Preliminary Information Statement”

(PRE 14C) with the SEC. Upon clearance by the SEC of the Company Parties’ “Preliminary Information Statement,” the Company Parties shall file a “Definitive Information Statement” (DEF 14C) with the SEC. As soon as practicable but in any event within one Business Day after the twentieth calendar day after such filing of the “Definitive Information Statement,” the Company Parties shall file their amended organizational documents with the Delaware Secretary of State, including, without limitation, Beasley’s amended charter, to implement and adopt the amended organizational documents, including, without limitation, Beasley’s amended charter. As a result of the foregoing actions, Beasley’s amended organizational documents, including, without limitation, Beasley’s charter, shall be effective pursuant to the terms set forth in such documents without any further action.

(m) Unless on, or during the five Business Days prior to June 30, 2027, the Strategic Alternatives Committee (or in the event that the Strategic Alternatives Committee is evenly divided on the matter, the vote of the full board of directors of Beasley) has reasonably determined in good faith that there is a reasonable likelihood of Beasley or its subsidiaries entering into one or more binding agreements for asset sales or debt or equity financings that would upon consummation yield net proceeds sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding at such time (the “Payoff Determination”), the Company Parties, on July 1, 2027, shall be required to submit one or more applications to the FCC seeking the consent of the FCC for the transfer of control of all direct or indirect subsidiaries of the Company holding any licenses or authorizations issued by the FCC, including those for the operation of broadcast radio stations, to either the holders of the 2027 PIK Notes or an entity owned or controlled by the holders of the 2027 PIK Notes (the “FCC Application(s)”); provided that (i) if the FCC Application(s) are not filed on July 1, 2027, then, unless the Payoff Determination is made on or during the five Business Days prior to July 31, 2027, the Company Parties shall be required to submit the FCC Application(s) on August 1, 2027 and (ii) if the FCC Application(s) are not filed on August 1, 2027, then, unless the Payoff Determination is made on or during the five Business Days prior to August 31, 2027, the Company Parties shall be required to submit the FCC Application(s) on September 1, 2027. The Company Parties covenant and agree that they shall cooperate with the holders of the 2027 PIK Notes and provide any and all necessary information or documentation necessary for the Company Parties to timely submit the FCC Application(s) and obtain approval of such application(s), including (A) promptly replying to any inquiries or requests from the FCC staff related to the processing of the FCC Application(s) and (B) opposing any petitions or other comments filed with the FCC opposing grant of the FCC Application(s). Furthermore, in connection with the filing of the FCC Application(s), as necessary, the Company Parties covenant and agree that, if the ownership structure of Beasley to be proposed in the FCC Application(s) would exceed the foreign ownership limitations under section 310(b)(4) of the Communications Act of 1934, as amended, and other applicable rules, regulations and policies of the FCC (the “Foreign Ownership Limitations”), the Company Parties shall cooperate with the holders of the 2027 PIK Notes in order to, prior to or simultaneously with the submission of the FCC Application(s), submit (a) a petition for declaratory ruling to the FCC to obtain a declaratory ruling to allow the non-U.S. ownership of the FCC Licenses to exceed the Foreign Ownership Limitations and (b) responses to the standard questions asked by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (“Team Telecom”) in connection with petitions for declaratory ruling involving broadcast licensees. Notwithstanding the foregoing, the Parties acknowledge and agree that the filing of the FCC Application(s) and the submission of any such petition for declaratory ruling and responses to standard questions (collectively the “FCC and Team Telecom Filings”), and the prosecution of the FCC and Team Telecom Filings, will require significant cooperation on the part of holders of the 2027 PIK Notes, and their successors and assigns, including providing personally identifiable information and other confidential information for submission to the FCC and/or Team Telecom, and the Company Parties shall have no liability to the Supporting Holders under this Agreement or otherwise for any failure to obtain a grant of the FCC Application(s) or any petition for declaratory ruling, or any delay in such grant, resulting from the failure of holders of the 2027 PIK Notes to provide such information or use their respective commercially reasonable efforts to cooperate in all respects with the preparation, filing and prosecution of the FCC and Team Telecom Filings. The Parties further acknowledge and agree that the information to be provided by holders of the 2027 PIK Notes

required for the Company Parties’ preparation and submission of FCC Application(s) and responses to the Team Telecom standard questions (if applicable) shall include, without limitation, information regarding such holders’ direct and indirect equity and voting ownership and other interests in entities subject to applicable FCC regulations. The Company Parties, in coordination and consultation with the Initial 2L Supporting Holder, shall (i) prepare a questionnaire designed to obtain all necessary information from holders of 2027 PIK Notes, including, without limitation, a description of the potential consequences, should any such holder fail to submit a complete or timely response, with regard to its ability to participate in the Equity Conversion and (ii) establish appropriate timelines for the distribution of the questionnaire to such holders and their submission of responses thereto in order to meet the timelines for filing the FCC Application(s) as set forth herein.

(n) Beasley agrees that it shall not create, issue, sell, or grant any additional equity interests, including Class A common stock or Class B common stock, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any such equity interests, including any Class A common stock or Class B common stock, in each case to the extent such action would impede, hinder, delay, or prevent Beasley’s ability to issue the full amount of shares of Class A common stock and Class B common stock required to be issued under Section 8(k) upon the consummation of the Equity Conversion.

(o) In the event that any of the governance terms set forth in this Agreement or as set forth in the Definitive Documents are waived, amended, modified, or supplemented in a manner that is contrary to the terms set forth in such in this Agreement or as set forth in the Definitive Documents, such waiver, amendment, modification, or supplementation shall constitute a breach of this Agreement and the relevant Definitive Document and shall (i) be an event of default under the 2027 PIK Notes Indenture and (ii) trigger the springing maturity condition under the 2027 PIK Notes Indenture without any further affirmative act by any holder of the 2027 PIK Notes, and upon the delivery of a Notice of Conversion, the Equity Conversion shall occur upon the date of such event of default even if such date is prior to December 31, 2027 (or the Springing Maturity Date, as applicable), subject to any required FCC and regulatory approvals as set forth herein. The terms of this Section 8 shall survive termination of this Agreement but will terminate automatically on the earlier of (i) Initial 2L Supporting Holder Disposition Date and (ii) the date on which the 2027 PIK Notes are repaid in their entirety.

Section 9. Termination.

(a) This Agreement and the obligations of the Parties hereunder will terminate upon the earliest of:

(i) written consent of each Company Party and each Initial Supporting Holder;

(ii) May 15, 2026 (the “Outside Date”), if the Transactions are not consummated by such date in accordance with the terms hereof and the Exchange Offer Memorandum;

(iii) (A) in the case of the Supporting Holders, the breach by the Company Parties of any of the terms hereunder that would have a Material Adverse Change (as defined below) on the Transactions that goes unremedied for a period of five Business Days following written notice of such breach (email from Gibson Dunn to the Company Parties or their counsel being sufficient), and (B) in the case of the Company Parties, (x) the breach by the Supporting Holders of any of the terms hereunder that would have a Material Adverse Change on the Transactions that goes unremedied for a period of five Business Days following written notice (email being sufficient) to Gibson Dunn from

counsel to the Company Parties of such breach; provided, however, that with respect to a breach by one or more of the Supporting Holders, termination by the Company Parties is only available if such breach results in non-breaching Supporting Holders holding less than 50.01% of the aggregate amount of the 2027 PIK Notes or (y) at any time if the Company Parties exercise the Fiduciary Out in accordance with the terms herein;

(iv) by the Initial 1L Supporting Holder, the Initial 2L Supporting Holder, or the Company Parties upon the issuance by any governmental authority, or any other regulatory authority or court of competent jurisdiction, of any final non-appealable ruling or order enjoining the consummation of the Transactions;

(v) by the Initial 2L Supporting Holder upon the occurrence, after the date of this Agreement, of any fact, event, change, effect, development, or circumstance that, individually or together with any other event, change, effect, development, or circumstance, has had or would reasonably be expected to (A) have a material and adverse effect on the financial condition, business, assets, prospects, liabilities or results of operations of the Company Parties taken as a whole, or (B) have a material and adverse effect on (x) the ability of the Company Parties to perform their respective obligations under the Existing Indentures or to consummate the Transactions or (y) the ability of the Agent, the Trustee, the Lenders, and/or the Noteholders (each as defined in the Existing Indentures) to enforce their rights and remedies under the Existing Indentures (any such event, change, effect, development, or circumstance, a “Material Adverse Change”);

(vi) unless consented to or waived by the Initial 1L Supporting Holder or the Initial 2L Supporting Holder, as applicable, upon:

(A) the entry of a final non-appealable order by any court of competent jurisdiction invalidating, disallowing, subordinating or limiting, in any respect, as applicable, the enforceability, priority, or validity of the claims of the Supporting Holders;

(B) the commencement of an involuntary bankruptcy case against any of the Company Parties or the filing of an involuntary petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any of the Company Parties or their debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of thirty days after the filing thereof) or if any court order grants the relief sought in such involuntary proceeding; or

(C) any of the Company Parties taking any of the following actions: (1) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, (2) consenting to the institution of, or failing to contest in a timely and appropriate manner, any in voluntary proceeding or petition described in clause (B) above, (3) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Company Parties or for a substantial part of its assets, (4) filing an answer admitting the material allegations of a petition filed against it in any proceeding described in clause (B) above, (5) making a general assignment or arrangement for the benefit of creditors, or (6) taking any corporate action for the purpose of authorizing any of the foregoing;

(vii) by the Initial 2L Supporting Holder upon the board of directors, managers, members, or partners, as applicable, of any Company Party (i) determining that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law or (ii) exercising its Fiduciary Out, including to enter into any Alternative Transaction, in accordance with the terms herein; or

(viii) automatically on the Settlement Date (as defined in the Exchange Offer Memorandum).

(b) Notwithstanding anything herein to the contrary, no termination of this Agreement as to either Party shall relieve or otherwise limit the liability of either Party for any breach of this Agreement occurring prior to such termination as to such Party.

Section 10. Effectiveness of Transactions. The performance by the Supporting Holders of their commitments and all other obligations under this Agreement, and any other Definitive Document are subject to the satisfaction or waiver of all conditions precedent set forth in Exhibit C attached hereto (the “Conditions Precedent”).

Section 11. Waivers and Amendments*.* **** This Agreement may be amended, modified, altered or supplemented only by a written instrument executed by the Company Parties, the Initial 2L Supporting Holder, and the Initial 1L Supporting Holder; provided as to the Initial 1L Supporting Holder, solely to the extent any amendment, modification, alternation, or supplement (or the waiver of any terms herein) has a direct material, adverse, and disproportionate effect on the economic benefits provided to the Initial 1L Supporting Holder pursuant to the terms of this Agreement; provided that any amendment, modification, alteration, or supplementation (or the waiver of any terms herein) with respect to Section 8 (other than Section 8(j) hereof) (including any other section that affects or implicates Section 8 (other than Section 8(j)) shall only require the written consent of the Company Parties and the Initial 2L Supporting Holder; provided, further, that, for the avoidance of doubt, any amendment, modification, alteration, or supplementation (or the waiver of any terms herein) with respect to Section 8(j) (including any other section that affects or implicates Section 8(j)) shall require the written consent of the Company Parties, the Initial 2L Supporting Holder and the Initial 1L Supporting Holder. The Parties acknowledge and agree that (i) (x) the Conditions Precedent set forth in Exhibit C hereto under the caption “Conditions Precedent – Supporting Holders” may only be amended, modified, altered, supplemented or waived, in whole or in part, with the written consent of the Initial 2L Supporting Holder in its sole discretion and (y) the Conditions Precedent set forth in Exhibit C hereto under the caption “Conditions Precedent – Company Parties” may only be waived, in whole or in part, with the written consent of the Company Parties in their sole discretion, (ii) the covenants, agreements and obligations for the benefit of the Company Parties in this Agreement may only be waived by the Company Parties in their sole discretion, and (iii) the covenants, agreements and obligations for the benefit of the Supporting Holders in this Agreement may only be waived by the Initial Supporting Holders in their sole discretion subject to the consent rights set forth in the first sentence of this Section 11, including with respect to Section 8 (including any other section that affects or implicates Section 8). No delay on the part of either Party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party to this Agreement of any right, power or privilege under this Agreement operate as a waiver of any other right, power or privilege under this Agreement, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement.

Section 12. No Admissions and Reservation ofRights*.* Nothing herein shall be deemed an admission of any kind. The Parties acknowledge and agree that this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding, other than a proceeding to enforce the terms of this Agreement. Except as expressly provided in this Agreement, nothing herein is intended to, does, or shall be deemed in any manner to waive, limit, impair, or restrict the ability of the Supporting Holders to protect and preserve their rights, remedies and interests, including, but not limited to, any of their rights and remedies, under the Existing Indentures in accordance with the terms thereof. Without limiting the foregoing sentence in any way, if this Agreement is terminated for any reason or the Transactions are not consummated as provided herein, each Party fully reserves any and all of its respective rights, remedies, and interests.

Section 13. Relationship of Parties. Notwithstanding anything herein to the contrary, (i) the representations, agreements, duties and obligations of the Parties in all respects under this Agreement shall be several, and not joint and several, (ii) no prior history, pattern or practice of sharing confidences among or between the parties shall in any way affect or negate this Agreement, (iii) the Parties hereto acknowledge that this Agreement does not constitute an agreement, arrangement or understanding with respect to acting together for the purpose of acquiring, holding, voting or disposing of any equity securities of the Company Parties and the Parties do not constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act, (iv) the Supporting Holders shall not have any fiduciary duty, any duty of trust or confidence (other than as set forth under the Existing Indentures and the confidentiality agreement between the Supporting Holders and the Company Parties) in any form, or other duties or responsibilities of any kind or form to each other, the Company Parties or any of the Company Parties’ other lenders or stakeholders, including as a result of this Agreement or the transactions contemplated herein, and (v) no action taken by either Party pursuant to this Agreement shall be deemed to constitute or to create a presumption by either Party that the Parties are in any way acting in concert or as such a “group.” All rights under this Agreement are separately granted to the Supporting Holders by the Company Parties and vice versa, and the use of a single document is for the convenience of the Company Parties. While the Parties agree to cooperate with each other in good faith and as may be reasonably necessary to carry out the purposes and intent of this Agreement, the Parties acknowledge and agree that no further duty or obligation is implied or shall be imposed upon the Parties by reason of this Agreement except as is expressly set forth herein.

Section 14. Miscellaneous.

(a) Notices. Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement will be in writing and will be deemed to have been duly given (i) when delivered or sent if delivered in Person by courier service or messenger (with a copy to follow promptly via email), (ii) when sent by email, or (iii) on the next Business Day if transmitted by international overnight courier (with a copy to follow promptly via email), in each case as follows:

If to the Company Parties, addressed to:

Beasley Broadcast Group, Inc.

3033 Riviera Drive

Suite 200

Naples, Florida 34103

Attention: Chris Ornelas

Email: chris.ornelas@bbgi.com

and

Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, D.C. 20004-1304

Attention: Patrick Shannon; Caroline Reckler; Sam Rettew; Jack Anderson

Email: patrick.shannon@lw.com; caroline.reckler@lw.com; samuel.rettew@lw.com;

jack.anderson@lw.com

If to the 1L Supporting Holder, address to it at the address set forth on the 1L Supporting

Holder’s signature page attached hereto, with a copy (which shall not constitute notice) to:

Cahill Gordon & Reindel LLP

32 Old Slip

New York, NY 10005

Attention: Nikolas X. Rodriguez; Peter G. Williams

Email: NRodriguez@cahill.com; PWilliams@cahill.com

If to the 2L Supporting Holder, address to it at the address set forth on the 2L Supporting

Holder’s signature page attached hereto, with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attention: Scott J. Greenberg; Jason Zachary Goldstein; Kevin Liang; Sue Su

Email: SGreenberg@gibsondunn.com; JGoldstein@gibsondunn.com;

KLiang@gibsondunn.com; SSu@gibsondunn.com

(b) Supporting Holders. It is acknowledged that the Supporting Holders and/or their respective affiliates may be acting as Noteholders as defined in and under the Existing Indentures, and that none of their rights and obligations under the Existing Indentures shall be affected, prior to the effectiveness of the Transactions (and then only to the extent contemplated thereby), by the Supporting Holders’ performance or lack of performance of their obligations hereunder.

(c) Confidentiality and Publicity. The Supporting Holders hereby consent to the disclosure of the execution, terms and contents of this Agreement by the Company Parties in, or in connection with, the Definitive Documents or as otherwise required by law or regulation; provided, however, under no circumstances may any Party make any public disclosure of any kind that would disclose either: (i) the holdings of any Supporting Holder (including on any signature pages of any Supporting Holder, which shall not be publicly disclosed or filed) or (ii) the identity of any Supporting Holder without the prior written consent of such Supporting Holder unless required by applicable law; provided, further, however, that if disclosure of additional identifying information of the Supporting Holders is required by applicable law, advance notice of the intent to disclose, if permitted by applicable law, shall be given by the Company Parties to the Supporting Holders (who shall have the right to seek a protective order prior to disclosure).

(d) Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(e) Venue. By execution and delivery of this Agreement, each of the Parties irrevocably and unconditionally agrees that any legal action, suit, or proceeding with respect to any matter under or arising out of or in connection with this Agreement, or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, shall be brought in a court of competent jurisdiction located in the City of New York in the borough of Manhattan. Each Party irrevocably waives any objection it may have to the venue of any action, suit, or proceeding brought in such court or to the convenience of the forum.

(f) Personal Jurisdiction. By execution and delivery of this Agreement, each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of a court of competent jurisdiction located in the City of New York in the borough of Manhattan for purposes of any action, suit or proceeding arising out of or relating to this Agreement.

(g) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(g).

(h) Remedies. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by either Party, and the non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of a court of competent jurisdiction requiring the Party to comply promptly with any of its obligations hereunder.

(i) Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

(j) Assignment. This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred by either Party by operation of law or otherwise without the prior written consent of the other Party. Subject to this Section 14(j), this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective permitted successors and assigns. Any assignment in violation of the foregoing shall be null and void ab initio.

(k) Survival. The terms set forth in Sections 4(b)(6), 8 (excluding Section 8(i) but including Section 8(j) solely in connection with all commitments, obligations, and other references related to any Asset Sale Proposal), 9(b), and 14 shall survive termination of this Agreement and shall remain in full force and effect regardless of whether the Transactions are consummated.

(l) No Third-Party Beneficiaries. Unless otherwise expressly stated or referred to herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary of this Agreement.

(m) Entire Agreement. This Agreement, together with all exhibits attached hereto, constitutes the entire understanding and agreement among the Parties with regard to the subject matter hereof and supersedes all prior agreements among the Parties with respect thereto.

(n) Counterparts. This Agreement may be executed in one or more counterparts (which may include counterparts delivered by any standard form of telecommunication), and by the different Parties in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Facsimile copies or “PDF” or similar electronic data format copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

(o) Headings. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

(p) Exhibits and Schedules Incorporated by Reference. Each of the exhibits, annexes, signatures pages, and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and schedules.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first above set forth.

COMPANY PARTIES
BEASLEY BROADCAST GROUP, INC.
on behalf of itself and its direct and indirect subsidiaries (including Beasley Mezzanine Holdings, LLC)
By:	/s/ Caroline Beasley
Name:	Caroline Beasley
Title:	Chief Executive Officer
CAROLINE BEASLEY
By:	/s/ Caroline Beasley
Name:	Caroline Beasley
Title:	Chief Executive Officer

[Signature Page to Transaction Support Agreement]

SCHEDULE 1

SUPPORTING HOLDERS SIGNATURE PAGE

[On file with the Company]

[Signature Page toTransaction Support Agreement]

SCHEDULE 2

INITIAL SUPPORTING HOLDERS

[On file with the Company]

EXHIBIT A

COMPANY PARTIES

Beasley Mezzanine Holdings, LLC

Beasley Media Group, LLC

Beasley Media Group Licenses, LLC

A-1

EXHIBIT B

EXCHANGE OFFER MEMORANDUM

B-1

EXHIBIT C

CONDITIONS PRECEDENT

Conditions Precedent – Supporting Holders

(1) The execution of any Definitive Documents consistent with this Agreement and the Exchange Offer Memorandum, other than any Definitive Documents which are not to be executed until after the Expiration Date as described in the Exchange Offer Memorandum (as the same may be amended, waived or otherwise modified in accordance with Section 11 of this Agreement) and otherwise in form and substance acceptable to the Initial 2L Supporting Holder.

(2) This Agreement shall be effective and shall not have been terminated in accordance with its terms and there shall not be continuing any cure period with respect to any event, occurrence or condition that would permit any Party to terminate the Agreement in accordance with its terms following the conclusion of such cure period.

(3) Holders holding 100% of the aggregate principal amount of the Existing Second Lien Notes under the Existing 2L Indenture shall have tendered their Existing Notes pursuant to the Exchange Offer and provided their consents to the Consent Solicitation (the “TSA Minimum Participation Condition”); provided that the TSA Minimum Participation Condition may be waived by the Initial 2L Supporting Holder in its sole and absolute discretion.

(4) Following the date of this Agreement, there has not been a Material Adverse Change.

(5) No Default or Event of Default that has not been waived in accordance with the terms of the Existing Indentures exists under the Existing Indentures.

(6) No suit, action, investigation, inquiry or other legal or administrative proceeding by any governmental authority or any other person shall have been instituted and be pending which questions or challenges the validity of this Agreement or the Transactions or seeks to enjoin the Transactions nor shall any court of competent jurisdiction or other competent governmental or regulatory authority have issued an order that remains in effect making illegal or otherwise restricting, preventing or prohibiting the consummation of the Transactions.

(7) All governmental, regulatory, and third-party notifications, filings, waivers, authorizations, and consents reasonably necessary or required to be obtained by the Company Parties for the consummation of any part of the Transactions shall have been made or received, shall be in full force and effect, shall not be subject to unfulfilled conditions or contingencies.

(8) The Company Parties shall have performed, satisfied and complied in all material respects (subject to the Company Parties’ and the Initial 2L Supporting Holder’s cure rights, as applicable, set forth in the Agreement) with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company Parties and the Initial 2L Supporting Holder on or prior to the Settlement Date.

(9) All representations and warranties of the Company Parties set forth herein shall be true and correct in all material respects (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in all respects) as of the Settlement Date (except to extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date).

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(10) The Company Parties shall have paid all Transaction Fees and Expenses for which an invoice has been received by the Company Parties on or before the date that is one (1) Business Day prior to the Expiration Date.

Conditions Precedent – Company Parties

(1) The execution of Definitive Documents consistent with this Agreement and the Exchange Offer Memorandum (as the same may be amended, waived or otherwise modified in accordance with Section 11 of this Agreement) and otherwise in form and substance acceptable to the Company Parties.

(2) Following the date of this Agreement, there has not been a Material Adverse Change.

(3) No suit, action, investigation, inquiry or other legal or administrative proceeding by any governmental authority or any other person shall have been instituted and be pending which questions or challenges the validity of this Agreement or the Transactions or seeks to enjoin the Transactions nor shall any court of competent jurisdiction or other competent governmental or regulatory authority have issued an order that remains in effect making illegal or otherwise restricting, preventing or prohibiting the consummation of the Transactions.

(4) Each Supporting Holder shall have performed, satisfied and complied in all material respects (subject to the cure rights, as applicable, set forth in the Agreement) with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Supporting Holder on or prior to the Settlement Date.

(5) All representations and warranties of the Supporting Holders set forth herein shall be true and correct in all material respects (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in all respects) as of the Settlement Date (except to extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date).

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EXHIBIT D

FORM OF RESOLUTIONS^1^

CREATION OF STRATEGIC ALTERNATIVES COMMITTEE

WHEREAS, pursuant to Section 141(c) of the General Corporation Law of the State of Delaware and Section 7 of the Bylaws of Beasley, the board of directors of Beasley Broadcast Group, Inc. (the “Board”) deems it advisable and in the best interests of Beasley, having discussed with Beasley’s authorized officers and representatives and Beasley’s advisors, to establish a four-member committee (the “Strategic Alternatives Committee”) and to delegate to the Strategic Alternatives Committee the sole and exclusive authority and power to (i) explore, review, consider, evaluate, and negotiate any debt or equity or other financing, Asset Sale (as defined in the 2027 PIK Notes Indenture), restructuring, recapitalization, bankruptcy, or strategic transaction and other similar opportunities and transactions for Beasley and its subsidiaries relating to any portion of the businesses and/or assets of Beasley and its subsidiaries (each, a “Strategic Transaction”), and (ii) if the Strategic Alternatives Committee deems it advisable, in its sole and absolute discretion, approve, enter into, consummate, act on behalf of, and bind the Company Parties with respect to any Strategic Transaction, in each case, subject to any applicable limitations imposed by Delaware law and Federal Communications Commission regulations; and

WHEREAS, the Board has reviewed the experience, expertise and qualifications of [ • ] (the “Committee Directors”) to serve on the Strategic Alternatives Committee and has determined that the Committee Directors are qualified to serve on the Strategic Alternatives Committee;

NOW, THEREFORE, BE IT RESOLVED that the Board hereby establishes a four-member Strategic Alternative Committee, which shall initially be comprised of three Committee Directors (with the fourth seat being vacant as of the date hereof subject to the terms set forth in the Transaction Support Agreement and the Company Parties’ organizational documents);

FURTHER RESOLVED that the Board hereby delegates to the Strategic Alternatives Committee the sole and exclusive authority and power to explore, review, consider, evaluate, and negotiate any Strategic Transaction and if the Strategic Alternatives Committee deems it advisable, in its sole and absolute discretion, to approve, enter into, consummate, act on behalf of, and bind the Company Parties with respect to any Strategic Transaction, in each case, subject to any applicable limitations imposed by Delaware law and Federal Communications Commission regulations; provided that the Board and the Strategic Alternatives Committee shall not approve any insolvency or similar proceeding, including, without limitation, any bankruptcy filing of any Company Party or its affiliates without the prior written consent of the Initial 2L Supporting Holder Director; provided, further, that this resolution shall be documented and operative in the Definitive Documents, including the 2027 PIK Notes Indenture;

^1^

In the event that any of the governance terms set forth in this Agreement or as set forth in the Definitive Documents are waived, amended, modified, or supplemented in a manner that is contrary to the terms set forth in such in this Agreement or as set forth in the Definitive Documents, such waiver, amendment, modification, or supplementation shall constitute a breach of this Agreement and the relevant Definitive Document and shall (i) be an event of default under the 2027 PIK Notes Indenture and (ii) trigger the springing maturity condition under the 2027 PIK Notes Indenture without any further affirmative act by any holder of the 2027 PIK Notes, and upon the delivery of a Notice of Conversion, such Equity Conversion shall occur upon the date of such event of default even if such date is prior to December 31, 2027 (or the Springing Maturity Date, as applicable), subject to any required FCC and regulatory approvals as set forth herein.

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FURTHER RESOLVED that a quorum of the Strategic Alternatives Committee to hold a meeting shall be three members of the Strategic Alternatives Committee, and any decision by the Strategic Alternatives Committee shall be made by a majority vote of the members of the Strategic Alternatives Committee present at a meeting at which quorum is present, and any action or decision that is not majority approved shall be disapproved; provided, however, that in the event of equal votes in favor of a decision and against such decision, then such decision shall be submitted to the full Board for the full Board to vote on such approval;

FURTHER RESOLVED that any action required or permitted to be taken at any meeting of the Strategic Alternatives Committee may be taken without a meeting if the action is taken in writing (including electronic transmission) by unanimous consent of the members of the Strategic Alternatives Committee;

FURTHER RESOLVED that the Strategic Alternatives Committee shall have full access to all records and information concerning the Company Parties’ business, operations, strategies, prospects and financial condition as deemed relevant by the Strategic Alternatives Committee to fulfill its duties, and the officers of Beasley, its subsidiaries, and its or their respective advisors are hereby authorized and directed to: (a) provide the Strategic Alternatives Committee with such information and materials as may be reasonably requested by the Strategic Alternatives Committee; and (b) comply with the rules of order and other administrative and ministerial matters the Strategic Alternatives Committee may establish from time to time, in each case, in connection with the matters authorized by these materials;

FURTHER RESOLVED that the Strategic Alternatives Committee shall have the power and authority to establish such rules of order and other administrative and ministerial matters as it may determine from time to time to be necessary or appropriate to its orderly functioning and its deliberations, consistent with Delaware law and the Bylaws;

FURTHER RESOLVED that the Strategic Alternatives Committee is hereby authorized and directed to continue in existence until such time as the Strategic Alternatives Committee shall recommend its dissolution to the Board or the Board dissolves the Strategic Alternatives Committee;

FURTHER RESOLVED that the Strategic Alternatives Committee **** will regularly and timely update the Board at its meetings regarding its activities and any Strategic Transactions;

FURTHER RESOLVED that the Strategic Alternatives Committee and the officers of Beasley, be and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company Parties, to take any and all actions, to negotiate for and enter into agreements and amendments to agreements, to perform all such acts and things, to execute, file, deliver or record in the name and on behalf of the Company Parties, all such certificates, instruments, agreements or other documents, and to make all such payments as they, in their judgment, or in the judgment of any one or more of them, may deem necessary, advisable or appropriate in order to carry out the purpose and intent of, or consummate any Strategic Transactions contemplated by, the foregoing resolutions and/or all of the transactions contemplated herein or hereby, the authorization therefor to be conclusively evidenced by the taking of such action or the execution and delivery of such certificates, instruments, agreements or documents;

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FURTHER RESOLVED that the Board shall not amend or alter these resolutions or dissolve the Strategic Alternatives Committee without the prior written consent of each member of the Strategic Alternatives Committee; provided that this resolution shall be documented and operative in the Definitive Documents, including in the 2027 PIK Notes Indenture; and

FURTHER RESOLVED that any and all actions heretofore taken by the Board, the Strategic Alternatives Committee, or any of the officers of the Company Parties with respect to and in contemplation of, the transactions authorized by any of the foregoing resolutions, are hereby authorized, approved, ratified and confirmed.

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EXHIBIT E

FORM OF JOINDER

The undersigned hereby acknowledges that it has read and understands the Transaction Support Agreement, dated as of __________ (the “Agreement”)^1^ by and among Beasley Broadcast Group, Inc. and its affiliates bound thereto and the Supporting Holders, and agrees to be bound as a “Supporting Holder” and a “Party” by the terms and conditions thereof binding on such Supporting Holders with respect to all applicable Existing Notes held by the undersigned.

The undersigned hereby makes the representations and warranties set forth in Section 6 of the Agreement to each of the persons specified therein, effective as of the date hereof.

This joinder agreement shall be governed by the governing law set forth in the Agreement.

Date Executed:

[SUPPORTING HOLDER ]

Name:

Title:

Address:

E-mail address(es):

Telephone:

Aggregate Amounts Beneficially Owned or Managed onAccount of:
Existing First Lien Notes	$
Existing Second Lien Notes	$
^1^	Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the<br>Agreement.
---	---

E-1

EX-99.1

CONFIDENTIAL Exhibit 99.1 Discussion Materials March 2026

CONFIDENTIAL Disclaimer This conﬁdential information presentation (this “Presentation”) contains certain information pertaining to Beasley Media Group, LLC (including any successor thereto, the “Company” doing business as “Beasley”). The Presentation is provided to the recipient at the recipient’s request for informational purposes only and is not, and may not be relied on in any manner as, legal, tax or investment advice or as an offer to sell or a solicitation of an offer to buy an interest in any securities of the Company. Neither the Company nor any of its advisors or agents intend for this Presentation to form the sole basis of any transaction decision. The recipient should conduct its own investigation and analysis of the Company in connection with any transaction. The information in this Presentation was provided by the Company or is from public or other sources. Neither the Company nor any of its advisors or agents assumes any responsibility for independently verifying such information and each of them expressly disclaims any liability to any purchaser in connection with such information or any transaction with the Company. Neither the Company nor any of its advisors or agents make any representation or warranty, express or implied, or accept any responsibility or liability for the accuracy or completeness of this Presentation or any other written or oral information that the Company or any other person makes available to any recipient. Neither the Company nor any of its advisors or agents makes any representation or warranty as to the achievement or reasonableness of any projections, management estimates, prospects or returns. This Presentation speaks only as of the date of the information herein and neither the Company nor any of its advisors or agents has any obligation to update or correct any information herein. Forward-Looking Statements: This Presentation, contains “forward-looking statements” about the Company, which relate to future, not past, events. All statements other than statements of historical fact included in this Presentation are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions. Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward- looking statements include, but are not limited to: • risks associated with the exchange of less than 100% of the Existing Notes pursuant to the Offers and the ability of the Supporting Holders to waive the TSA Minimum Participation Condition; • the ability of the Company to comply with the continued listing standards of Nasdaq, remain listed on Nasdaq, and make periodic filings with the SEC; • risks from health epidemics, natural disasters, terrorism, and other catastrophic events; • adverse effects of inflation; • external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations; • the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues; • the ability of the Company to develop compelling and differentiated digital content, products and services; • audience acceptance of the Company’s content, particularly its audio programs; • the ability of the Company to adapt or respond to changes in technology, standards and services that affect the audio industry; • the Company’s dependence on federally issued licenses subject to extensive federal regulation; • actions by the Federal Communications Commission (“FCC”) or new legislation affecting the audio industry; • increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists; • the Company’s dependence on selected market clusters of stations for a material portion of its net revenue; • credit risk on the Company’s accounts receivable; • the risk that the Company’s FCC licenses could become impaired; • the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends; • the 2027 PIK Notes will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries that are not and do not become Guarantors; • the Issuer may not be able to repurchase the 2027 PIK Notes upon a change of control; • certain corporate events may not trigger a change of control; • holders of the 2027 PIK Notes may not be able to determine when a change of control has occurred; • federal and state fraudulent transfer laws may permit a court to void the 2027 PIK Notes and/or the Guarantees; • a lowering or withdrawal of the ratings assigned to our debt securities by rating agencies; • many of the covenants in the 2027 PIK Notes Indenture governing the 2027 PIK Notes will not apply during any period in which the 2027 PIK Notes are rated investment grade by two of S&P, Moody’s and Fitch; • our ability to comply with debt covenants and service our debt, including the 2027 PIK Notes; • restrictions on the ability to transfer or resell the 2027 PIK Notes; • absence of an active trading market for the 2027 PIK Notes; • impacts to the value of collateral assets; • our ability to consummate the Offers; • the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s corporate offices and station; • the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming; • modifications or interruptions of the Company’s information technology infrastructure and information systems; • the loss of key executives and other key employees; • the Company’s ability to identify, consummate and integrate acquired businesses and stations; • the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and • other economic, business, competitive, and regulatory factors affecting the businesses of the Company, as discussed in more detail in the Company’s filings with the SEC. Our actual performance and results could differ materially because of these factors and other factors discussed in the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in our SEC filings, including but not lC imo ite ndf ide to on urt ial | 1 annual reports on Form 10-K or quarterly reports on Form 10-Q, copies of which can be obtained from the SEC website, www.sec.gov, or our website, www.bbgi.com. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. All information in this Presentation is as of the date of this Presentation, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations.

CONFIDENTIAL Disclaimer Projections: This Presentation contains projected financial information (the “Projections”) with respect to the business of the Company, including net revenue and adjusted EBITDA for 2025-2028. Such Projections constitute forward-looking information, is for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying Projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risk and uncertainties that could cause actual results to differ materially from those contained in the Projections. See “Forward Looking Statements” above. Actual results may differ materially from the results contemplated by the Projections contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by the Company that the results reflected in such projections will be achieved. The auditors of the Company have not audited, reviewed, compiled or performed any procedures with respect to the Projections for the purpose of their inclusion in this Presentation, and, accordingly, have not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. Use of Non-GAAP Financial Metrics: This Presentation includes certain financial measures that have not been prepared in a manner that complies with generally accepted accounting principles in the United States (“GAAP”), including, without limitation, EBITDA, Adjusted EBITDA, Total Station Operating Income, Audio Station Operating Income, Compound Annual Growth Rate, and Unlevered Free Cash Flow (collectively, the “non-GAAP financial measures”). We believe that the presentation of these Non-GAAP Financial Measures enhances an investor’s understanding of our financial performance. We further believe that these Non-GAAP Financial Measures are useful financial metrics to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business or adjusting for the effect of acquisitions or dispositions. We use these Non-GAAP Financial Measures for business planning purposes and in measuring our performance relative to that of our competitors. We believe these Non- GAAP Financial Measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of such Non-GAAP Financial Measures may vary from that of others in our industry. These Non-GAAP Financial Measures should not be considered as alternatives to net revenue, operating income (loss), net income (loss), net cash provided by operating activities or any other performance measures presented in accordance with GAAP. EBITDA consists of net income (loss) before interest income or expense, income tax expense or benefit, depreciation, and amortization. No reconciliation of other non-GAAP financial measures in the Projections to GAAP measures were created or used in connection with preparing the Projections, and there would be inherent difficulty in forecasting and quantifying the measures that would be necessary for such reconciliation. Confidential | 2

CONFIDENTIAL Executive Summary Beasley Broadcasting Group, Inc. (“Beasley” or the “Company”) is well positioned to generate long-term value from its high-quality assets and participate in post deregulation portfolio optimization once its capital structure is right-sized • Despite secular headwinds, Beasley consistently ranks as a top audio provider in all of its rated markets o In addition, while agency trends have challenged the industry broadly, Beasley has been actively transitioning towards direct business in both Digital and Spot, in order to create a more resilient top-line and benefit from higher margins • Beasley continues to evolve its business model, with a sustained focus on shifting its revenue mix to digital where margins are significantly higher o Digital represents ~24.3% of revenue as of FY2025E, compared to 18.8% of revenue for FY2023 o High margins driven by shifting to O&O and programmatic • In response to industry contraction, Beasley has executed substantial cost reduction initiatives, lowering total station operating and corporate expenses by $30MM annually • The Company also sees promising opportunities ahead in various key areas with the potential to drive material (~$50MM) revenue enhancements • Finally, de-regulation will be a critical catalyst for Beasley to unlock future value where restructurings across the industry will allow attractive in-market buyers to emerge Confidential | 3

Financial Performance Confidential | 4

CONFIDENTIAL Summary P&L 2023A – 2025E Summary P&L Commentary CAGR 1 • Audio Revenue: Decline in both Local FY2023A FY2024A FY2025E '23A-'25E (in $ millions) and National channels driven by continued weakness across the Total Net Revenues: industry as a result of reduced Local Spot $130.7 $113.7 $100.3 (12.4%) consumer sentiment National Spot 32.9 30.3 27.2 (9.0%) Total Spot Net Revenue $163.6 $144.0 $127.6 (11.7%) % Growth (12.0%) (11.4%) • Beasley experienced a slow down Political Net Revenue 0.7 13.9 - (100.0%) in its Agency business, which the Network Net Revenue 12.3 11.5 13.5 4.8% Company has historically been (1) Other Audio Revenue 24.2 22.1 15.0 (21.3%) more exposed to than peers. In 1 Total Audio Net Revenue $200.7 $191.5 $156.0 (11.8%) contrast, the Company’s direct % Growth (4.6%) (18.5%) channels have remained relatively 2 Digital Net Revenue 37.2 38.9 44.8 9.8% stable (2) Legacy Digital Business 9.2 9.9 5.3 (23.9%) Total Digital Net Revenue $46.4 $48.7 $50.2 3.9% 2 • Digital Revenue: Beasley has recently Total Net Revenue $247.1 $240.3 $206.2 (8.7%) undergone a Digital strategy revamp % Growth (2.8%) (14.2%) which has resulted in material sales Station Operating Expense: growth that is expected to continue Programming / Engineering Expense $86.3 $81.0 $74.6 (7.0%) Sales Expense 72.6 72.6 63.4 (6.6%) 3 • Overall Expenses: As revenues have Advertising Expenses 5.5 5.6 5.1 (3.9%) declined, operating expenses have been General & Administrative Expense 35.0 37.4 34.3 (1.1%) (3) right-sized to better reflect the Trade and Other Expenses 8.7 5.2 7.1 (9.6%) 3 Company’s go-forward operations. The Total Station Operating Expense $208.2 $201.8 $184.5 (5.9%) Company has implemented ~$30MM of Total Station Operating Income $38.9 $38.5 $21.7 (25.4%) annualized cost takeout over the past 18 3 Corporate Overhead Expense (18.2) (17.3) (15.0) (9.3%) months Severance 0.5 3.7 2.9 137.6% Other Adjustments 0.8 0.9 3.4 101.6% Adj. EBITDA $22.0 $25.8 $13.0 (23.3%) % Margin 8.9% 10.7% 6.3% 1. Other Audio revenues include Hard Costs, Talent Fee, Trade and Other Revenue. Confidential | 5 2. Legacy Digital Business includes separate Digital, Guarantee and Outlaw business Revenue. 3. Other Expenses include Bad Debts, Bank Fees, Insurance, and Property Taxes.

CONFIDENTIAL Historical Performance: Total Net Revenue by Market Market Total Net Revenue 2023A 2024A 2025E '23A - '25E CAGR (in $ millons) Boston Audio $56.8 $52.3 $45.5 (10.5%) Digital 9.5 9.7 11.8 11.2% Total $66.3 $62.0 $57.2 (7.1%) % Growth (6.4%) (7.7%) Philadelphia Audio 43.3 40.9 31.7 (14.5%) Digital 7.1 8.1 9.6 16.6% Total $50.4 $48.9 $41.3 (9.5%) % Growth (2.9%) (15.5%) Tampa Audio 19.7 19.1 17.1 (7.0%) Digital 3.1 4.6 6.9 50.2% Total $22.8 $23.7 $24.0 2.6% % Growth 3.9% 1.2% Detroit Audio 22.0 22.1 15.6 (15.9%) Digital 3.5 3.7 4.0 6.3% Total $25.6 $25.9 $19.6 (12.5%) % Growth 1.3% (24.5%) Charlotte Audio 16.3 18.5 14.3 (6.4%) Digital 2.8 3.6 3.8 16.4% Total $19.1 $22.2 $18.1 (2.7%) % Growth 15.8% (18.2%) New Jersey Audio 10.9 9.8 8.1 (14.1%) Digital 1.8 2.0 2.3 13.2% Total $12.7 $11.8 $10.4 (9.8%) % Growth (7.4%) (12.1%) Confidential | 6

CONFIDENTIAL Historical Performance: Total Net Revenue by Market (cont’d) Market Total Net Revenue 2023A 2024A 2025E '23A - '25E CAGR (in $ millons) Augusta Audio 6.8 6.4 5.6 (8.8%) Digital 2.2 2.4 2.2 (1.0%) Total $9.0 $8.8 $7.8 (6.8%) % Growth (1.9%) (11.4%) Fort Myers Audio 7.2 6.5 5.7 (10.7%) Digital 1.5 2.0 1.7 5.3% Total $8.7 $8.5 $7.4 (7.7%) % Growth (1.3%) (13.7%) Las Vegas Audio 7.6 9.0 6.9 (4.7%) Digital 2.7 1.3 1.3 (32.3%) Total $10.3 $10.4 $8.1 (11.1%) % Growth 0.5% (21.4%) Fayetteville Audio 5.5 6.0 4.9 (5.2%) Digital 1.4 1.5 1.3 (3.7%) Total $6.9 $7.5 $6.3 (4.9%) % Growth 8.0% (16.2%) 1 $15.3 $10.6 $6.0 (37.3%) Other Total $247.1 $240.3 $206.2 (8.7%) % Growth (2.8%) (14.2%) Confidential | 7 1. Includes standalone Digital and Guarantee, corporate adjustments, eliminations, exited markets (Wilmington and Atlanta) and markets with immaterial Digital Revenue (Atlanta).

CONFIDENTIAL Historical Performance: Audio Audio Segment P&L Commentary CAGR • Local Spot: Although the Company exhibited 1 resilience in its Local direct business, it was not FY2023A FY2024A FY2025E '23A-'25E (in $ millions) enough to offset the deterioration in its Local spot agency channels, resulting in an overall decline in Local revenues; Additional reduction from sports Total Audio Revenues: betting due to maturing of market 1 Local Spot $144.8 $128.2 $111.1 (12.4%) 2 • National Spot: FY2025E decline of ~12.6% as post- % YoY Growth (11.5%) (13.3%) 2020 weakness continues in National Spot as the 2 National Spot 38.9 36.5 31.9 (9.4%) broader industry trend of National advertisers shifting away from traditional audio persists % YoY Growth (6.0%) (12.6%) 3 Political 0.7 13.9 - (100.0%) • Political: FY2025E assumes no top-line contribution 3 from Political, historically in-line with off-cycle political 4 Network 12.3 11.5 13.5 4.8% years (1) Other Audio Revenue 24.2 22.1 15.0 (21.3%) • Network: Uptick in 2025 driven by Company 4 Audio Gross Revenue $220.7 $212.2 $171.5 (11.9%) foreseeing industry decline and getting ahead of % YoY Growth (3.9%) (19.2%) network industry buys in 2024. Beasley strategically front-loaded buys in 2025 given expectation of limited (2) 5 Commissions 20.0 20.7 15.5 (12.0%) political spend this year Audio Net Revenue $200.7 $191.5 $156.0 (11.8%) • Other: Decline primarily driven by reduction in 5 % YoY Growth (4.6%) (18.5%) concert revenue, Home Show venue change in Tampa and Augusta radio tower sale Station Operating Expense: Programming / Engineering Expense $75.6 $73.3 $68.1 (5.1%) • Station Operating Expense: Station Operating 6 Expenses have declined in-line with Audio Net Sales Expense 50.7 50.0 41.1 (10.0%) Revenue with primary declines coming from Advertising Expenses 5.3 5.4 5.1 (1.2%) reductions in headcount General & Administrative Expense 26.6 28.4 25.1 (2.8%) Trade and Other Expenses 8.7 5.5 7.1 (9.8%) • Margin: Decline in Audio SOI margin stems primarily 7 6 Total Station Operating Expense $166.9 $162.6 $146.5 (6.3%) from continued softening in Local and National Spot % of Net Revenue 83.1% 84.9% 93.9% segments, de minimis Political revenue contribution compared to 2024, partially offset by a reduction in Audio Station Operating Income $33.9 $28.9 $9.5 (47.0%) expenses 7 % Margin 16.9% 15.1% 6.1% Confidential | 8 1. Other Audio revenues include Hard Costs, Talent Fee, Trade and Other Revenue. 2. De minimis Digital commissions illustratively allocated to Audio segment for comparability with forward projections.

CONFIDENTIAL Spot Revenue Trend By Market: Local Boston Philadelphia (% Market Share) (% Market Share) 49.4% 48.4% 45.9% 45.5% 36.3% 32.8% 30.5% 27.4% 2022A 2023A 2024A 1H 2025A 2022A 2023A 2024A 1H 2025A Detroit Tampa (% Market Share) (% Market Share) 49.4% 48.4% 45.9% 45.5% 25.5% 25.2% 24.5% 23.9% 21.5% 19.8% 18.7% 16.1% 2022A 2023A 2024A 1H 2025A 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025 2025A A Source: Miller Kaplan Arase LLP. Note: Market share % derived using market estimates from Miller Kaplan. Excludes exited markets (Wilmington and Atlanta). Confidential | 9

CONFIDENTIAL Spot Revenue Trend By Market: Local (cont’d) Charlotte Las Vegas (% Market Share) (% Market Share) 38.7% 37.4% 37.5% 37.4% 18.8% 17.3% 17.4% 17.2% 2022A 2023A 2024A 1H 2025A 2022A 2023A 2024A 1H 2025A Fayetteville Weighted Average Local Market Share (% Market Share) (% Market Share) 70.5% 68.5% 38.7% 65.0% 62.9% 37.5% 37.4% 37.4% 32.7% 32.7% 31.4% 29.3% 2022A 2023A 2024A 1H 2025A 2022A 2023A 2024A 1H 2025A 2022A 2023A 2024A 1H 2025A Source: Miller Kaplan Arase LLP. Note: Market share % derived using market estimates from Miller Kaplan. Excludes exited markets (Wilmington and Atlanta). Confidential | 10

CONFIDENTIAL Spot Revenue Trend By Market: National Boston Philadelphia (% Market Share) (% Market Share) 27.8% 27.0% 26.7% 26.1% 26.1% 24.3% 24.2% 24.0% 2022A 2023A 2024A 1H 2025A 2022A 2023A 2024A 1H 2025A Detroit Tampa (% Market Share) (% Market Share) 49.4% 48.4% 45.9% 45.5% 19.5% 18.2% 17.1% 16.5% 15.1% 14.7% 14.1% 12.2% 2022A 2023A 2024A 1H 2025A 2022A 2023A 2024A 1H 2025A 2022A 2023A 2024A 1H 2025A Source: Miller Kaplan Arase LLP. Note: Market share % derived using market estimates from Miller Kaplan. Excludes exited markets (Wilmington and Atlanta). Confidential | 11

CONFIDENTIAL Spot Revenue Trend By Market: National (cont’d) Charlotte Las Vegas (% Market Share) (% Market Share) 32.2% 27.3% 24.7% 24.8% 18.2% 16.6% 16.2% 13.8% 2022A 2023A 2024A 1H 2025A 2022A 2023A 2024A 1H 2025A Fayetteville Weighted Average National Market Share (% Market Share) (% Market Share) 38.7% 61.7% 49.6% 45.2% 40.0% 37.5% 37.4% 37.4% 23.0% 22.0% 21.9% 20.9% 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025 2025A A 2022A 2023A 2024A 1H 2025A Source: Miller Kaplan Arase LLP. Note: Market share % derived using market estimates from Miller Kaplan. Excludes exited markets (Wilmington and Atlanta). Confidential | 12

CONFIDENTIAL Political Revenue Detail ($ in thousands) Beasley Market Outlook • Open gubernatorial race due to Ron DeSantis reaching his term limits Florida Tampa • In addition to tight house races, there are specific amendments up for vote related to budgets and taxes • Open seat for Georgia Governor with Brian Kemp having a limited term Georgia Augusta • Expectation for other highly contested races in both the senate and house • Open U.S. Senate seat with Jeanne Shaheen retiring along with a governor race Massachusetts Boston • Referendum on Massachusetts Firearm Regulations • Open gubernatorial race with Gretchen Whitmer reaching term limits Michigan Detroit • Open U.S. Senate seat with Gary Peters retiring • Multiple Congressional contests including governor race Nevada Las Vegas • Reproductive rights and voter ID ballot initiatives expected to be a polarizing topic New Jersey Middlesex, Morristown • N/M Charlotte • U.S. Senate and U.S. House races North Carolina • Open South Carolina Governor seat for Henry McMaster reaching term limits Fayetteville • North Carolina required voter identification amendment expected to draw advertising spend • Gubernatorial race, and U.S. House races in a top-tier Presidential battleground state Pennsylvania Philadelphia • Suburban demographic profile attracts significant campaign investment Total Historical Net Political Revenue ($ in millions) $13.9 • 2026E vs. 2022A: ~40% decline based $8.8 on expectation of fewer significant / contentious races in 2026; however, $5.3 potential for upside $0.7 $- 2022A 2023A 2024A 2025E 2026E Confidential | 13

CONFIDENTIAL Beasley’s Brand Portfolio Reaching nearly 19 million listeners weekly across our key markets, Beasley’s stations consistently deliver highly engaged local audiences, reinforcing our value to advertisers Beasley Media Group Radio Station Locations Beasley Media Streaming & Digital Audiences Reach Marquis Brands POWERFUL OUTREACH (1) BEASLEY RANKS IN THE TOP 3 TOP SPORTS TEAMS STATION IN 9 OUT OF 10 OF WITH WHOM 90% 6 OUR MARKETS BEASLEY HAS (2) EXCLUSIVE RIGHT Note: Reflects LTM average weekly cume persons for over-the-air listenership combined with LTM average monthly cume persons for streaming, WPBB in Tampa is pending sale. 1. Nielsen Ratings Period of 9/30/2025. Confidential | 14 2. Data as of 9/30/2025.

CONFIDENTIAL Rated Market Overview Cluster Rank 1 2 3 4 5 Philadelphia, PA (#9) Beasley Audacy iHeart Urban One Salem $181.4 $74.2 / 40.9% $54.1 / 29.8% $41.6 / 22.9% $6.1 / 3.3% $2.2 / 1.2% 18 FM / 21 AM 5 FM / 2 AM 5 FM / 3 AM 5 FM / 1 AM 2 FM / 0 AM 0 FM / 2 AM FCC Cap: 4 / 7 Boston, MA (#10) Plymouth Rock iHeart Beasley Audacy Northeast Broadcasting $198.5 Broadcasting $65.8 / 33.1% $60.5 / 30.5% $57.6 / 29.0% $3.8 / 1.9% $2.0 / 1.0% 22 FM / 37 AM 5 FM / 3 AM 4 FM / 1 AM 1 FM / 0 AM 5 FM / 1 AM 1 FM / 1 AM FCC Cap: 5 / 8 Detroit, MI (#14) Krol Communications Beasley Audacy iHeart Cumulus $126.3 Inc $45.4 / 36.0% $35.4 / 28.0% $21.3 / 16.9% $12.9 / 10.2% $2.7 / 2.1% 22 FM / 20 AM 4 FM / 2 AM 5 FM / 1 AM 4 FM / 0 AM 2 FM / 1 AM 1 FM / 0 AM FCC Cap: 4 / 7 Tampa, FL (#16) iHeart Cox Beasley Salem Spanish Broadcasting $98.7 $39.0 / 39.5% $25.6 / 26.0% $25.0 / 25.3% $1.8 / 1.8% $1.4 / 1.4% 19 FM / 24 AM 5 FM / 3 AM 5 FM / 0 AM 0 FM / 3 AM 1 FM / 0 AM 5 FM / 1 AM FCC Cap: 4 / 7 Charlotte, NC (#20) Beasley iHeart Urban One Pacific Broadcasting Norsan Consulting $83.1 $29.2 / 35.2% $26.1 / 31.3% $22.7 / 27.3% $2.6 / 3.1% $0.5 / 0.5% 18 FM / 32 AM 5 FM / 0 AM 5 FM / 2 AM 1 FM / 0 AM 1 FM / 3 AM 5 FM / 0 AM FCC Cap: 5 / 8 Las Vegas, NV (#31) Beasley Lotus Audacy iHeart Latino Media Network $49.7 $11.2 / 22.6% $10.5 / 21.1% $8.9 / 18.0% $8.7 / 17.5% $5.3 / 10.7% 30 FM / 12 AM 3 FM / 5 AM 3 FM / 1 AM 3 FM / 0 AM 2 FM / 1 AM 5 FM / 0 AM FCC Cap: 4 / 7 Source: BIA/Kelsey Advisory Services. Note: Cluster ranking derived from FY 2024A revenue data. Confidential | 15

CONFIDENTIAL Rated Market Overview (cont’d) Cluster Rank 1 2 3 4 5 Middlesex, NJ (#42) Beasley Pillar of Fire EBC Music Inc $5.5 $4.3 / 78.6% $0.8 / 13.6% $0.4 / 6.8% – – 6 FM / 2 AM 1 FM / 1 AM 1 FM / 0 AM 0 FM / 1 AM FCC Cap: 3 / 5 Monmouth, NJ (#53) Press Townsquare Beasley $16.6 Communications LLC $4.6 / 27.9% $3.8 / 23.0% – – $8.1 / 48.9% 12 FM / 4 AM 3 FM / 2 AM 2 FM / 0 AM 4 FM / 1 AM FCC Cap: 4 / 6 Augusta, GA (#106) Beasley iHeart Perry Publishing Wisdom LLC Power Foundation $15.3 $6.5 / 42.3% $5.4 / 35.3% $2.3 / 15.2% $0.4 / 2.3% $0.2 / 1.1% 17 FM / 8 AM 6 FM / 1 AM 4 FM / 1 AM 4 FM / 1 AM 1 FM / 0 AM 1 FM / 0 AM FCC Cap: 4 / 6 Morristown, NJ (#121) King's Temple Ministry Cantico Nuevo Ministry Beasley $3.9 Inc Inc $3.8 / 97.4% – – $0.1 / 1.3% $0.1 / 1.3% 3 FM / 4 AM 1 FM / 1 AM 0 FM / 1 AM 0 FM / 1 AM FCC Cap: 3 / 5 Fayetteville, NC (#131) Colonial Radio Group Beasley Cumulus Carson, James E. WIDU Inc $10.9 Inc $6.9 / 63.5% $2.5 / 22.5% $0.3 / 3.0% $0.2 / 1.6% $0.7 / 6.0% 10 FM / 8 AM 4 FM / 1 AM 3 FM / 1 AM 1 FM / 0 AM 0 FM / 1 AM 0 FM / 2 AM FCC Cap: 4 / 6 Source: BIA/Kelsey Advisory Services. Note: Cluster ranking derived from FY 2024A revenue data. Confidential | 16

CONFIDENTIAL Beasley’s Continued Digital Transformation Beasley’s continued growth initiatives within its Digital segment should provide for enhanced growth and scale while increasing margins via developing new products, expanding O&O, focusing on podcasting and video and leveraging existing relationships to cross sell bundled packages via a recalibrated sales force 1 Development of New Products • Company rolled-out market level infrastructure including newsletters and websites to capitalize on long-standing audience base in markets, reduce go-forward expenses, optimize content delivery, and enable enhanced network expansion • Company recently launched its self-serve portal for smaller AOV sales in Tampa, with broader launch expected in Q1’26, yielding higher margins via minimizing touchpoints and allowing the Company to concentrate sales force efforts around larger transactions • Sports viewers have proven to be more engaged with the platform and remain a focus on a go-forward basis through partnerships 2 Expanding Sales of O&O Products • Vast O&O product inventory in conjunction with increased incentives and Digital product training, should yield additional higher-margin top-line upside • Sales commissions reduced on TPP, incentivizing shift to O&O and leading to improved margins • Combination of O&O and programmatic availability for direct attribution dashboards / reporting for clients • Centralized all customer reporting to decrease the reliance on reporting from vendors and increase O&O performance visibility 3 Podcasting and Video Offering Focus • Podcasting makes up ~11% of Beasley’s digital audio product with video making up one of the biggest growth levers • Podcasting and Plus products allows for a waterfall approach starting with high margin O&O and then dropping to programmatic at a lower rate • Production and implementation of full-scale video content for sports in process • Opportunities for quality partnerships which could raise CPMs and increase distribution 4 Sales Force Recalibration and Cross Selling • Train existing Sales Force on consultative selling to refocus sales efforts around optimizing client results across Digital and Audio, while emphasizing accountability • Shift Sales Development Representative concentration to developing further digital advertiser relationships • Revamped commission plans to incentive the sale of Beasley’s direct products, such as O&O digital and direct spot business • Moved SEO product to internal team to increase margins, utilize labor on owned and operated properties, and increase quality Confidential | 17

CONFIDENTIAL Historical Performance: Digital Digital Segment P&L Commentary • Beasley’s focus on increasing the share of CAGR recurring, higher-margin Digital revenues and expanding direct and Local relationships will FY2023A FY2024A FY2025E '23A-'25E (in $ millions) continue to improve profitability and reduce earnings volatility Total Net Revenues o Digital comprised ~25% of total revenues in 1 TPP $19.6 $24.3 $21.2 4.0% Q2 / Q3 2025, with the Company reporting strong same-station digital growth (~28%) % YoY Growth 23.9% (12.7%) and record margin (~28%) in Q3 2 O&O 23.8 21.2 23.8 (0.1%) o Beasley will continue to execute on its % YoY Growth (10.8%) 11.9% strategy of advancing its digital roadmap, reducing structural costs, and improving Programmatic 3.0 3.2 5.2 31.4% capital position % YoY Growth 6.9% 61.6% 1 • TPP: will play a smaller go-forward role in the (1) Digitial Net Revenue $46.4 $48.7 $50.2 3.9% Company’s Digital strategy as Beasley continues to shift its sales strategy towards % YoY Growth 5.0% 2.9% higher spend advertisers, three-month campaign minimums, and hiring Digital-focused Station Operating Expense: account executives in every market Programming/Engineering Expenses $10.7 $7.8 $6.5 (22.2%) 2 • O&O: focus on O&O prioritization, including Sales Expenses 22.0 22.6 22.4 0.9% optimization of back-end for products, will Advertisting Expense 0.3 0.2 - (100.0%) support continued strong performance General & Administrative Expense 8.5 8.8 9.2 4.0% o For FY2025E, O&O and Programmatic comprised ~58% of Digital revenues (up Trade and Other Expenses (0.0) (0.2) - (100.0%) from ~50% in 2024) Total Station Operating Expense $41.4 $39.2 $38.0 (4.2%) o The Company recently piloted a self-serve advertising portal in Tampa and is planning % of Net Revenue 89.1% 80.3% 75.7% a broader launch in Q1’26 Digital Station Operating Income $5.0 $9.6 $12.2 55.3% 3 • Digital Margin: Beasley’s emphasis of O&O 3 % Margin 10.9% 19.7% 24.3% over third-party inventory will continue to drive margin improvement given the greater Memo: profitability of owned products Total Customers 3,283 3,179 3,650 AOV $13,225 $14,318 $12,314 Confidential | 18 1. De minimis Digital commissions illustratively allocated to Audio segment for comparability with forward projections.

CONFIDENTIAL Digital Revenues By Market Boston Philadelphia (% Market Share) (% Market Share) 49.4% 48.4% 45.9% 45.5% 31.9% 31.8% 31.8% 31.9% 29.2% 24.5% 23.0% 22.5% 23.0% 21.4% 21.6% 21.4% 20.7% 20.7% 17.2% 17.2% 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025A 2025A 2022A 2023A 2024A 1H 2025A 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025A 2025A Detroit Tampa (% Market Share) (% Market Share) 49.4% 48.4% 45.9% 45.5% 21.5% 19.8% 16.0% 15.7% 15.7% 16.0% 15.4% 18.7% 14.3% 11.9% 11.9% 16.1% 9.1% 9.2% 9.1% 9.2% 8.4% 7.0% 7.0% 6.6% 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025 2025A A 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025A 2025A 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025 2025A A Source: Miller Kaplan Arase LLP. Note: Market share % derived using market estimates from Miller Kaplan. Excludes exited markets (Wilmington and Atlanta). Confidential | 19

CONFIDENTIAL Digital Revenues By Market (cont’d) Charlotte Las Vegas (% Market Share) (% Market Share) 37.2% 27.5% 25.6% 25.6% 24.6% 24.6% 21.6% 21.6% 20.8% 20.8% 20.5% 20.5% 19.8% 16.7% 15.0% 15.0% 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025A 2025A 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025A 2025A Fayetteville Weighted Average Digital Market Share (% Market Share) (% Market Share) 77.8% 77.8% 74.3% 38.7% 72.9% 72.0% 72.0% 68.8% 68.8% 37.5% 37.4% 37.4% 32.7% 32.7% 31.4% 29.3% 20.3% 19.7% 19.6% 19.6% 19.7% 18.1% 15.8% 15.8% 2022A 2023A 2024A 1H 2025A 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025A 2025A 20 2022A 22A 20 2023A 23A 20 2024A 24A 1H 1H 2025A 2025A 2022A 2023A 2024A 1H 2025A Source: Miller Kaplan Arase LLP. Note: Market share % derived using market estimates from Miller Kaplan. Excludes exited markets (Wilmington and Atlanta). Confidential | 20

Business Plan Overview Confidential | 21

CONFIDENTIAL Forecast Assumptions Overview • Traditional audio continues to face secular pressure, while agency channel also suffers from structural softness o The forecast does not assume material recovery in agency-related Local or National revenues • Local: Following declines from 2023A-2025E, Local decline is expected to level off to an average decline of 1.1% per annum from 2026E to 2028E with increased emphasis on Local Direct OTA • National: Experienced a slightly more moderate decline vs. Local since 2023, though is projected to continue declining in-line with historical performance • Political: Driven by market-level local & national elections; forecast assumes de minimis contribution in off-cycle years, with conservative estimates for 2026 and projections in line with the last presidential election for 2028 Revenue Build • Network: Expected to decline in-line with overall industry • Beasley continues to focus on growing the Digital segment to be a larger share of total revenue o As the Company continues to emphasize its O&O products, Digital margins and resulting cashflows will continue to improve Digital o Non-legacy Digital revenue expected to increase at a 16.8% CAGR from 2025E-2028E, in-line with historical same-station growth Other Audio • Includes Hard Costs, Talent Fee, Trade and Other Revenue • The Company has recently executed on ~$30M annualized cost actions over the last 18 months (excluding severance and other General one-time costs) to right-size its cost base for today’s revenue mix and will continue to do so as opportunities arise Programming / • Forecasted to decline between 36.2% of Net Revenue in 2025E to 29.9% of Net Revenue in 2028E, driven by operational Engineering enhancements via HC restructuring, department consolidation, increasing efficiency via software, and minimizing consulting expense • Forecasted to decline from 30.8% of Net Revenue in 2025E to 26.5% of Net Revenue in 2028E, driven primarily by a recalibration of Sales the sales team and realignment of sales commissions to incentivize Direct Audio and Digital sales Expense Advertising • Forecasted to remain flat at 2.5% of Net Revenue Build • Forecasted to remain relatively flat from 16.6% of Net Revenue in 2025E to 15.7% of Net Revenue in 2028E, due to significant fixed General & Admin. cost expenses (such as real estate), with slight a decrease driven primarily by continued budget and spending discipline Trade & Other • Forecasted Trade expenses are functionally an offset to Trade revenues (pass-through) Corporate • Forecasted to decline from 7.3% of Net Revenue in 2025E to 5.2% of Net Revenue in 2028E, primarily due to corporate expense Overhead rationalization in 2025E Net Working • Days sales and payables forecasted to be in line with historical levels on a go-forward basis Capital Free Cash Flow • Capex assumptions are based on management’s market level and bottoms up Capex budget and is in-line with historical Capex Capex • Company is targeting ~$3MM of Capex spend per annum, on a go-forward basis Confidential | 22

CONFIDENTIAL Forecast Summary P&L CAGR FY2023A FY2024A FY2025E FY2026E FY2027E FY2028E '23A-'25E '25E-'28E (in $ millions) Total Net Revenues: Local Spot $130.7 $113.7 $100.3 $98.6 $98.4 $97.1 (12.4%) (1.1%) National Spot 32.9 30.3 27.2 23.3 21.5 20.4 (9.0%) (9.1%) Total Spot Net Revenue $163.6 $144.0 $127.6 $121.9 $119.9 $117.5 (11.7%) (2.7%) % Growth (12.0%) (11.4%) (4.4%) (1.7%) (2.0%) Political Net Revenue 0.7 13.9 - 5.3 0.1 12.1 (100.0%) N/M Network Net Revenue 12.3 11.5 13.5 9.3 8.5 8.1 4.8% (15.6%) (1) Other Audio Revenue 24.2 22.1 15.0 9.1 9.1 9.1 (21.3%) (15.4%) Total Audio Net Revenue $200.7 $191.5 $156.0 $145.6 $137.5 $146.8 (11.8%) (2.0%) % Growth (4.6%) (18.5%) (6.7%) (5.5%) 6.7% Digital Net Revenue 37.2 38.9 44.8 52.4 60.8 71.5 9.8% 16.8% (2) Legacy Digital Business 9.2 9.9 5.3 - -

(23.9%) (100.0%) Total Digital Net Revenue $46.4 $48.7 $50.2 $52.4 $60.8 $71.5 3.9% 12.5% Total Net Revenue $247.1 $240.3 $206.2 $198.0 $198.3 $218.2 (8.7%) 1.9% % Growth (2.8%) (14.2%) (4.0%) 0.1% 10.1% Station Operating Expense: Programming / Engineering Expense $86.3 $81.0 $74.6 $64.2 $64.9 $65.3 (7.0%) (4.3%) Sales Expense 72.6 72.6 63.4 54.3 55.3 57.8 (6.6%) (3.0%) Advertising Expenses 5.5 5.6 5.1 5.4 5.5 5.5 (3.9%) 2.5% General & Administrative Expense 35.0 37.4 34.3 33.8 33.9 34.2 (1.1%) (0.1%) (3) Trade and Other Expenses 8.7 5.2 7.1 6.2 6.2 6.2 (9.6%) (4.5%) Total Station Operating Expense $208.2 $201.8 $184.5 $163.9 $165.7 $169.1 (5.9%) (2.9%) Total Station Operating Income $38.9 $38.5 $21.7 $34.1 $32.6 $49.2 (25.4%) 31.4% Corporate Overhead Expense (18.2) (17.3) (15.0) (10.7) (10.9) (11.3) (9.3%) (9.1%) Severance 0.5 3.7 2.9 0.0 - - 137.6% (100.0%) Other Adjustments 0.8 0.9 3.4 - - - 101.6% (100.0%) Adj. EBITDA $22.0 $25.8 $13.0 $23.3 $21.6 $37.9 (23.3%) 43.0% % Margin 8.9% 10.7% 6.3% 11.8% 10.9% 17.4% 1. Other Audio revenues include Hard Costs, Talent Fee, Trade and Other revenue. 2. Legacy Digital Business includes separate Digital, Guarantee and Outlaw revenue. Confidential | 23 3. Other Expenses include Bad Debts, Bank Fees, Insurance, and Property Taxes.

CONFIDENTIAL Local Spot Revenue Forecast ($ in millions) $130.7 $113.7 ‘23A-’25E CAGR $100.3 $98.6 $98.4 $97.1 (12.4%) ’25E-’28E CAGR (1.1%) 2023A 2024A 2025E 2026E 2027E 2028E Commentary • The Company projects declines in Local spot revenue to have largely stabilized o Local spot assumptions are anchored in management’s view that Local direct is more resilient than agency channels o Local was historically underpinned by agency channels, which have underperformed over the last ~3 years, while direct revenues have remained relatively resilient – in Q3’25, Beasley reported ~3.5% YoY growth in Local direct, which now makes up ~60% of total Local revenues • Beasley will continue to leverage its scalable digital business integrating seamlessly with its audio brands to offer advertisers a full-funnel solution across streaming, programmatic, brand content, and influencer marketing to convert legacy agency revenues to bundled products that have been demonstrated to outperform standalone radio or digital o Based on the Company’s experience, integrated campaigns can drive 30%+ higher purchase intent vs. audio or digital alone and reduce churn Confidential | 24 Note: Reflects Net Revenues.

CONFIDENTIAL National Spot Revenue Forecast ($ in millions) ‘23A-’25E CAGR $32.9 $30.3 $27.2 (9.0%) $23.3 $21.5 $20.4 ’25E-’28E CAGR (9.1%) 2023A 2024A 2025E 2026E 2027E 2028E Commentary • National agency softness remains a headwind and the Company expects further declines throughout the forecast o In Q2’25, National agency revenues fell ~12.1% YoY (vs. Local agency contraction of ~24.7%); in Q3’25, National agency (ex. Political) was down ~16% YoY • To address these declines, Beasley remains focused on protecting high-performing national relationships while migrating budgets into higher-growth digital (e.g., O&O, streaming, programmatic), where measurement and performance visibility are stronger • By leveraging its reach with national advertisers, the Company expects to continue realizing positive top-line and margin mix-shift from the transition to digital, representing a valuable opportunity to gain further market share in a higher-growth segment o Beasley’s local-styled advertisement serves as a foundational element of this transition, given their established reach and community engagement within local markets, which could be utilized to enhance the appeal of these integrated digital solutions to national advertisers Confidential | 25 Note: Reflects Net Revenues.

CONFIDENTIAL Operating Expense Forecast Detail CAGR FY2023A FY2024A FY2025E FY2026E FY2027E FY2028E '23A-25E '25E-28E ($ in millions) Operating Expenses 1 Programming / Engineering Expense $86.3 $81.0 $74.6 $64.2 $64.9 $65.3 (7.0%) (4.3%) 2 Sales Expense 72.6 72.6 63.4 54.3 55.3 57.8 (6.6%) (3.0%) 3 Advertising Expenses 5.5 5.6 5.1 5.4 5.5 5.5 (3.9%) 2.5% 4 General & Administrative Expense 35.0 37.4 34.3 33.8 33.9 34.2 (1.1%) (0.1%) Severance & Trade Expenses 8.7 5.2 7.1 6.2 6.2 6.2 (9.6%) (4.5%) Total Station Operating Expenses $208.2 $201.8 $184.5 $163.9 $165.7 $169.1 (5.9%) (2.9%) % of Net Revenues 84.3% 84.0% 89.5% 82.8% 83.6% 77.5% Corporate Overhead (18.2) (17.3) (15.0) (10.7) (10.9) (11.3) (9.3%) (9.1%) 5 Total Expenses $226.5 $219.0 $199.5 $174.7 $176.6 $180.3 (6.1%) (3.3%) % of Net Revenues 91.6% 91.2% 96.8% 88.2% 89.1% 82.6% Memo: Total Net Revenue $247.1 $240.3 $206.2 $198.0 $198.3 $218.2 (8.7%) 1.9% Commentary 1 2 3 4 5 • Programming / • Sales Expenses • Advertising Expenses • G&A Expenses remain • Corporate Expenses Engineering Expense decrease from 30.8% of remains relatively flat relatively flat throughout decline at a 9.1% CAGR declines at a CAGR of Total Net Revenue in throughout the forecast the forecast primarily due from 2025E to 2028E due 4.3% from 2025E to 2025E to 26.5% of to a significant fixed cost to continued corporate 2028E, due to increasing Revenue in 2028E as base and annual price service costs operational efficiencies Beasley benefits from inflation offset by savings rationalization and RIFs in across HC restructuring, positive top-line mix-shift from eliminating unused non-revenue generating consolidation of various due to continued software licenses, phone functions functions, further utilizing salesforce recalibration to lines, and overall budget software, and minimizing drive higher growth TPP discipline consulting expense and O&O sales Confidential | 26

CONFIDENTIAL Cash Flow Forecast Detail Cash Flow Forecast Detail Commentary 1 • Working Capital Adjustments assumed FY2026E FY2027E FY2028E (in $ millions) to be in-line with historical levels, notwithstanding elevated outflows in 2026 as the Company unwinds stretched Adj. EBITDA $23.3 $21.6 $37.9 payables Severance (0 .0) - - 2 • Capex forecast based on management’s Other Income & Expenses (0 .6) (0 .6) (0 .6) detailed near-term budget and in-line with historical levels. Beasley to remain 1 Working Capital Adjustments: disciplined on spend, targeting projects with clear ROI: Change in Accounts Receivable 0.5 1.8 (10.5) Change in Accounts Payable (9 .0) (0 .1) 0.3 o ~$2.2MM of spend for Charlotte engineering center/studio relocation Change in Other Working Capital (0 .5) (0 .5) (0 .5) project expected to reduce annual operating expenses by nearly ~$1MM Total Working Capital Adjustments (9 .1) 1.2 (1 0.7) in 2026 2 Capex (3 .0) (3 .0) (3 .0) 3 • Income Taxes assume 21% effective tax 3 Income Taxes Paid (2 .4) (2 .4) (5 .8) rate with a $2MM deferred tax liability payment made in 2026 from asset sales. Unlevered Free Cash Flow $8.2 $16.8 $17.8 Elevated taxes in 2028E driven by top-line growth and a reduction in the interest tax shield Confidential | 27 Note: Analysis does not include professional fees which will be paid in connection with any capital structure transaction using cash on hand.

CONFIDENTIAL Overview of 2026E Revenue Opportunities PF Annual Cost Feasibility Commentary Savings / Benefit • Strengthened retention efforts, approved account management, Reduce Churn $22MM and expanded audio / digital bundled selling strategies • Improved sales funnel discipline, data-driven prospecting, and New Advertiser $10MM Acquisition revise account executive incentives New Advertiser • Additional revenue contribution derived from increased sales of Cross-Sell $10MM bundled products among newly acquired advertisers Benefit Digital • Growth in programmatic monetization, self-serve digital Monetization $6MM adoption, and non-sales digital channels Expansion • Potential for additional competitive races with focus on abortion, Political Content $2MM trans, etc. rights $50MM (+25%) of Identified Revenue Enhancement Initiatives Confidential | 28

Transaction Overview Confidential | 29

Final Transaction Terms Key Terms ▪ Company to i) deliver treatment of 1L Notes acceptable to the Supporting Holder; ii) solicit ABL financing options acceptable to the Supporting Holder and iii) provide frictionless out-of-court turnover of up to 95% (subject to certain thresholds) of the Company’s common stock on a date certain pursuant to the terms set forth herein Transaction Turnover of equity shall be for 90% of the common stock if the Company has returned 85¢ to the holders of the New 2L PIK Notes outstanding, 85% of the common stock if ▪ Overview the Company has returned 90¢ to the holders of the New 2L PIK Notes outstanding and 80% of the common stock if the Company has returned 95¢ to the holders of the new 2L PIK Notes outstanding ▪ Company to raise up to a $35MM new money senior secured ABL o Indicative Rate: S+425% ABL o Indicative Maturity: 3 years from the Closing Date ▪ All other terms and definitive documentation shall be acceptable to the Supporting Holder in all respects ▪ 1L Noteholders to receive a $15.899 MM repayment at par from proceeds of the Fort Myers sale proceeds ▪ $15MM remaining principal amount to remain outstanding on existing terms 11.000% 1L ▪ Company to provide the Supporting Holder with all offers (written and/or verbal) and any proposal, term sheet or other documentation within 24 hours of receipt Notes ▪ All terms and definitive documentation shall be acceptable to the Supporting Holder in all respects ▪ To exchange into “New 2L PIK Notes” with the following terms: o Exchange Ratio: 50% of existing 2L Notes outstanding as of the closing date, inclusive of principal amount but with all unpaid interest forfeited, other than the Consent Premium o Early Tender Consent Premium: All consenting holders who exchange during the first 10 business days of the exchange offer are entitled to receive 50% of all unpaid interest due on such holders existing 2L Notes (the “Consent Premium”) payable in kind as additional New 2L PIK Notess o Interest Rate: 10.0% PIK, to begin accruing 6 months post-closing (i.e., six-month accrual holiday from issue date) o Maturity: December 31, 2027; subject to a Springing Maturity Date of September 30, 2027, if Company does not have binding agreements for asset sales or refinancings (debt and equity) sufficient to fully repay the new 2L PIK Notes as of such date o Conversion Date: On December 31, 2027 (or the Springing Maturity Date, if applicable), all outstanding New 2L PIK Notes shall be automatically converted into 95% of the Company’s common stock; provided that such conversion shall be for 90% of the common stock if the Company has returned 85¢ to the holders of the New 2L PIK Notes outstanding, 85% of the common stock if the Company has returned 90¢ to the holders of the New 2L PIK Notes outstanding, and 80% of the common stock if the Company has returned 95¢ to the holders of the New 2L PIK Notes outstanding (the “Equity Conversion”) o Board Representation: On the closing date, the Company shall appoint an independent director selected by the Initial Supporting Holder as a member of the Member”) Company’s board of directors (the “Initial Board • 9 months post-closing, the Supporting Holder may, at its option, provide the Company with a slate of 3 potential board candidates and the Company must promptly select one candidate from the slate to appoint to the board of directors (the “Subsequent Board Member”) 9.200% 2L • If the Initial Board Member resigns, the Supporting Holder shall have sole authority to appoint a replacement independent director Notes • If the Subsequent Board Member (or any successor) resigns, the Supporting Holder shall provide the Company with a slate of 3 potential replacement candidates and the Company must promptly select one candidate from the slate to replace the resigning Subsequent Board Member • For avoidance of doubt, the Initial Board Member and Subsequent Board Member seats, including replacements thereof, shall, at all times, only be filled by an independent director ▪ Strategic Alternatives Committee: On the closing date, the Company’s board of directors shall form a four-member strategic alternatives committee and appoint the Initial Board Member, Caroline Beasley, and Michael Fiorile as three such committee members o The fourth seat will initially be vacant. If a Subsequent Board Member is appointed to the board, such Subsequent Board Member shall be appointed to the vacant seat of the Strategic Alternatives Committee o Strategic Alternatives Committee shall be delegated with sole and exclusive authority and power to explore, enter into, and consummate any strategic alternative transaction, subject to limitations by Delaware law and FCC regulations. In the event of a 2 to 2 vote of the Strategic Alternatives Committee, such decision will be submitted to a vote of the full board ▪ Other Governance: o Any insolvency or similar proceeding, including, without limitation, any bankruptcy filing of the Company must be authorized by the Initial Board Member Confidential | o Any removal, replacement, or similar action of the Initial Board Member or the Subsequent Board Member, absent the Supporting Holder’s consent, shall trigger the 30 Springing Maturity Consideration

CONFIDENTIAL Final Transaction Terms (cont’d) Key Terms ▪ Retain existing economic interests of the Company at Close ▪ Upon the occurrence of the Equity Conversion, holders of New 2L PIK Notes shall automatically receive 95% of existing equity interests on a pro rata basis and existing Existing Equity equity holders shall retain 5% of existing equity interests, provided that pro rata equity to New 2L PIK Notes shall be for 90% of the common stock if the Company has returned 85¢ to the holders of the New 2L PIK Notes outstanding, 85% of the common stock if the Company has returned 90¢ to the holders of the New 2L PIK Notes outstanding, and 80% of the common stock if the Company has returned 95¢ to the holders of the New 2L PIK Notes Outstanding ▪ 100%, may be waived in the Supporting Holder’s sole and absolute discretion Min. Participation ▪ Payment of all Supporting Holder advisor fees and expenses ▪ New 2L PIK Notes shall be secured by all of the Company’s assets, including any currently encumbered or unencumbered property, and including all economic interests and value of any of the foregoing, subject to carveouts for the ABL Facility (which, for the avoidance of doubt, shall only be senior on ABL priority collateral (receivables and proceeds thereof) and shall be junior on all non-ABL priority collateral) and any other reasonable exceptions to be agreed in definitive documentation, in each case, acceptable to the Supporting Holder ▪ Negative covenants in New 2L PIK Notes Indenture: No non-ordinary course capacity, subject to reasonable exceptions required for business operations and other exceptions to be agreed in definitive documentation, in each case, acceptable to the Supporting Holder ▪ Liability management protections in New 2L PIK Notes Indenture: Liability management protections acceptable to the Supporting Holder, including, for the avoidance of doubt, an omni-LME blocker ▪ Holders of existing 2L Notes participating in New 2L PIK Notes exchange shall provide exit consents, including amendments, on terms acceptable to the Supporting Conditions / Other Holder, to, among other things, strip collateral and/or covenants in existing 2L Notes Indenture ▪ Company and consenting 2L Noteholders to enter into support agreement with interim operating covenants ▪ Tax structuring and implementation of transaction shall be tax-efficient and mutually acceptable to Company and the Supporting Holder ▪ Satisfaction of diligence acceptable to the Supporting Holder ▪ Gibson Dunn to identify any other conditions precedent that are customary or otherwise requested by the Supporting Holder ▪ 100% of all net proceeds of any and all asset sales after repayment of the 1L Notes and any required repayment of ABL Facility (which shall be solely as to ABL priority collateral), as necessary, shall be used to immediately pay down the New 2L PIK Notes with no reinvestment right; all definitions related to asset sale provisions, including, without limitation, definition of “net proceeds,” shall be acceptable to the Supporting Holder ▪ The 1L Notes and New 2L PIK Notes trustees shall enter into an intercreditor agreement in form and substance acceptable to the Supporting Holder (including, for the avoidance of doubt, among other things, that the New 2L PIK Notes trustee shall control remedies) Confidential | 31