FULLYPAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF TownsquareMedia, Inc. transferableon the books of the Corporation in person or by 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. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

EX-4.4 9 t1401272_ex4-4.htm EXHIBIT 4.4

Exhibit 4.4

Logo	Townsquare Media, Inc.	Logo
	CLASS A COMMONCSTOCK

INCORPORATED UNDER THE LAWS		CUSIP10 5
OF THE STATE OF DELAWARE		SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF

Townsquare Media, Inc.

transferable on the books of the Corporation in person or by 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.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

Sig1		Sig2

EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY		CHAIRMAN AND CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	(Brooklyn, NY)
	TRANSFER AGENT AND REGISTRAR
By

	AUTHORIZED SIGNATURE

TOWNSQUARE MEDIA, INC

CORPORATE

SEAL

DELAWARE

ABnote North America
711 ARMSTRONG LANE		PROOF OF: JULY 11, 2014
COLUMBIA, TENNESSEE 38401
(931) 388-3003		^{TOWNSQUARE MEDIA, INC.}WO- 8802 FACE
SALES: HOLLYCGRONER ###-###-####		OPERATOR: DKS
		NEW

Colors Selected for Printing: Intaglio prints in SC-15 Maroon.

COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product.

However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink.

NOTE: TEXT RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD.

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF

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 right		under Uniform Gifts to Minors
		of survivorship and not as		Act_________________
		tenants in common		(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
of the CLASS A common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

		Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated


	NOTICE:	THE SIGNATURE TO 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 WHATSOEVER.

SIGNATURE(S) GUARANTEED:


THE SIGNATURE(S) MUST 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.

ABnote North America
711 ARMSTRONG LANE		PROOF OF: JULY 11, 2014
COLUMBIA, TENNESSEE 38401		TOWNSQUARE MEDIA, INC.
(931) 388-3003		WO- 8802 BACK
HOLLY GRONER ###-###-####		OPERATOR: DKS
		NEW

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: ¨ OK AS IS ¨ OK WITH CHANGES ¨ MAKE CHANGES AND SEND ANOTHER PROOF

NOTE: TEXT RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD.