Form of Class A Common Stock Certificate

EX-4.1 5 g77522exv4w1.txt FORM OF CLASS A COMMON STOCK CERTIFICATE EXHIBIT 4.1 [FRONT OF CERTIFICATE] COMMON STOCK COMMON STOCK NUMBER [CUMULUS LOGO] SHARES XXXX XXXX CUMULUS INCORPORATED IN THE SEE REVERSE SIDE FOR STATE OF DELAWARE CERTAIN DEFINITIONS CUSIP 231082 10 8 This Certifies that [NAME OF STOCKHOLDER] is the record holder of [NUMBER OF SHARES] FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK $.01 PAR VALUE, OF CUMULUS MEDIA INC. transferable only on the books of the Corporation by the holder hereof in person or by a duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. A statement in full of all the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights, will be furnished by the Corporation to any shareholder upon request and without charge. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. [CORPORATE SEAL] Dated [DATE] - --------------------------------- -------------------------------- Secretary Chairman Countersigned by Transfer Agent and Registrar: By: ------------------------------ [BACK OF CERTIFICATE] CUMULUS MEDIA INC. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common UNIF GIFT MIN ACT- ______Custodian______ TEN ENT- as tenants by the entireties (Cust) (Minor) JT TEN- as joint tenants with under Uniform Gifts to Minors Act right of survivorship and not as tenants in common ______________________________________ TOD- transfer on death (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED_______________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- _________________________________________________________________________Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint__________________________________________________________ ________________________________________________________________________Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. Dated,___________________ NOTICE:________________________________________________ THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED:________________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.