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


 


© SECURITY-COLUMBIAN
UNITED STATES BANKNOTE CORPORATION


 


	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 931-490-7660	 	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 931-490-7660	 	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.