 In adopting the Rights Plan, the Board has taken note of the unprecedented impact of the COVID-19 pandemic on equity market valuations which has led to substantial volatility in the trading of the Companys stock and a dislocation in Cumulus stock price, which the Board believes does not reflect the Companys inherent value or business performance. The Rights Plan is intended to promote the fair and equal treatment of all shareholders by preventing a creeping change of control without an appropriate premium and on terms that would not deliver sufficient value for all shareholders. 