EX-4.1






Exhibit 4.1




					
	 	 	 	 	 
	FORM OF SERIES A PREFERRED
	 	 	 	FORM OF SERIES A PREFERRED
	 	 	 	 	 
	PAR VALUE $0.01
	 	 	 	THIS CERTIFICATE IS TRANSFERABLE IN
	 
	 	 	 	CANTON, MA AND JERSEY CITY, NJ AND
	 
	 	 	 	NEW YORK, NY
	 	 	 	 	 
	Certificate
	 	 	 	Shares
	Number
	 	 	 	[                    ]
	[                    ]
	 	CMP SUSQUEHANNA RADIO HOLDINGS CORP
	 	[                    ]
	 
	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	 
	 	 	 	 	 
	THIS CERTIFIES THAT
	 	[                                        ]
	 	CUSIP [                    ]
	 
	 	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	 	 	 
	Is the owner of
	 	[                                        ]	 	 






FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A PREFERRED STOCK OF




CMP Susquehanna Radio Holdings Corp. (hereinafter called the “Company”), transferable on the books of the Company in
person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and
the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of
Incorporation, as amended, and the Bylaws, as amended, of the Company (copies of which are on file with the Company
and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.



Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.



					
	 
	 	[SEAL]
	 	DATED «Month, Day, Year»
	 	 	 	 
	President
	 	 	COUNTERSIGNED AND REGISTERED:
	 
	 	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 
	 	 	TRANSFER AGENT AND REGISTRAR
	 	 	 	 
	 
	 	 	 
	Secretary
	 	 	AUTHORIZED SIGNATURE







 









 







 




CMP SUSQUEHANNA RADIO HOLDINGS CORP.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS ARE NOT REQUIRED.



THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND
OTHER AGREEMENTS SET FORTH IN THE LETTER OF TRANSMITTAL EXECUTED BY THE INITIAL HOLDER OF THE
PREFERRED STOCK PURSUANT TO WHICH THESE SECURITIES HAVE BEEN ACQUIRED. COPIES OF THIS DOCUMENT MAY
BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.








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.....................................
	 

	 	 	 	(Cust)       
              
       (Minor)

	TEN ENT –

	 	as tenants by the entireties
	 	under Uniform Gifts to Minors Act ...........................

	 

	 	 	 	(State)

	JT TEN –

	 	as joint tenants with right of
	 	UNIF TRF MIN ACT .....................Custodian (until age...).............................
	 

	 	survivorship and not as tenants in
	 	(Cust)       
              
              
       (Minor)

	 

	 	common
	 	under Uniform Gifts to Minors Act ...........................

	 

	 	 	 	(State)

	 	 	Additional abbreviations may also be used though not in the above list.










THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR
EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND
THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF
DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE
SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF
A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO
INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM
ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.



	 	 	 
	 

	 	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	For value received,                      hereby sell, assign and transfer unto

	 	
 







	 	 	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
	 	 
	 
	 	 
	 
	 
	 	 
	 
	 	 
	 
	 
	 	 
	 

	 	Shares
	 

of the capital 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:

	 	 	 	 	 	20	 	 
	 
	 	 
	 								
	Signature:
	 	 	 	 	 	 	 	 
	 

	 								
	Signature:
	 	 	 	 	 	 	 	 
	 

	 	 	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 whatever.















Signature(s) Guaranteed: Medallion Guarantee Stamp




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.