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FORM OF WARRANT
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VOID AFTER 5 P.M. EASTERN STANDARD
TIME ON
, 2019
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FORM OF WARRANT
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PAR VALUE $0.01
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WARRANTS TO PURCHASE COMMON
STOCK
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THIS CERTIFICATE IS TRANSFERABLE
IN
CANTON, MA AND JERSEY CITY, NJ
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Certificate
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Warrants
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Number
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[
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[
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CMP SUSQUEHANNA RADIO HOLDINGS CORP
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[
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INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE
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THIS CERTIFIES
THAT
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[
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CUSIP [
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SEE REVERSE FOR CERTAIN
DEFINITIONS
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or registered
assigns, is
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[
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the registered
holder of
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a Warrant to
purchase the number of shares of the Common Stock, par value $0.01
per share (“Common Stock”), of CMP Susquehanna Radio
Holdings Corp., a corporation incorporated under the laws of the
State of Delaware (the “Company”), set forth above,
subject to the terms and conditions set forth hereinafter and in
the Warrant Agreement, dated
2009 (the “Warrant Agreement”), between the Company and
Computershare Shareholder Services, Inc., a Delaware corporation
(the “Warrant Agent”). The Warrant may be exercised at
any time before the close of business on
2019 (the “Expiration Date”) upon presentation and
surrender of this Warrant Certificate, with the instructions for
the registration and delivery of Common Stock filled in, at the
stock transfer office in Canton, Massachusetts, of the Warrant
Agent or of its successor warrant agent or, if there be no
successor warrant agent, at the corporate offices of the Company,
and upon payment of the Exercise Price (as defined in the Warrant
Agreement) and any applicable taxes paid either in cash, or by
certified or official bank check, payable in lawful money of the
United States of America to the order of the Company. The number
and kind of securities or other property for which the Warrant is
exercisable are subject to stock splits, stock dividends, etc. of
the Common Stock or reclassification, reorganization, merger or
consolidation of the Company. The Warrant, or any portion thereof,
not theretofore exercised will expire on the Expiration
Date.
This Warrant
Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, to all of which terms,
provisions and conditions the registered holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is
incorporated herein by reference and made a part hereof and
reference is made to the Warrant Agreement for a full description
of the rights, limitations of rights, obligations, duties and
Immunities of the Warrant Agent, the Company and the holders of the
Warrant Certificates. Copies of the Warrant Agreement are available
for inspection at the stock transfer office of the Warrant Agent or
may be obtained upon written request addressed to the Company at
3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305,
Attention: Chief Financial Officer
The Company
shall not be required upon the exercise of the Warrant evidenced by
this Warrants Certificate to issue fractions of Common Stock or
other securities, but shall make adjustment therefore in cash on
the basis of the current market value of any fractional interest as
provided in the Warrant Agreement.
This Warrant
Certificate, with or without other Certificates, upon surrender to
the Warrant Agent, any successor warrant agent or, in the absence
of any successor warrant agent, at the corporate offices of the
Company, may be exchanged for another Warrant Certificate or
Certificates evidencing in the aggregate the same number of shares
of Common Stock issuable upon exercise of the Warrant(s) as the
Warrant Certificate(s) so surrendered. If the Warrant evidenced by
this Warrant Certificate shall be exercised in part, the holder
hereof shall be entitled to receive upon surrender hereof another
Warrant Certificate or Certificates evidencing the number of shares
of Common Stock issuable upon the exercise of the portion of the
Warrant not so exercised
Holders of
Warrants (in their capacities as such) will not have the right to
vote on matters submitted to stockholders by the Company, to
receive dividends in respect of the capital stock of the Company or
to share in the Company’s assets in the event of liquidation,
dissolution or winding up of the Company. In the event a bankruptcy
or reorganization is commenced by or against the Company, a
bankruptcy court may hold that unexercised Warrants are executory
contracts that may be subject to rejection by the Company with
approval of the bankruptcy court, and the holders of Warrants may,
even if sufficient funds are available, receive nothing or a
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