Exhibit 3.1

SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CUMULUS MEDIA INC.
(a Delaware corporation)

(Pursuant to Sections 242, 245 and 303 of the
General Corporation Law of the State of Delaware)

Cumulus Media Inc. (the “Company”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),

DOES HEREBY CERTIFY:

1.            The name of the Company is “Cumulus Media Inc.”

2.            The Company was originally incorporated under the name “CM Emergence Newco Inc.” pursuant to the filing of its original certificate of incorporation with the Delaware Secretary of State on April 9, 2018, and subsequently amended its name to “Cumulus Media Inc.” pursuant to the filing of an amended and restated certificate of incorporation with the Delaware Secretary of State on June 4, 2018, in each case, pursuant to the DGCL (the “Existing Certificate”).

3.            This Second Amended and Restated Certificate of Incorporation of the Company (as the same may be amended, restated, modified or supplemented from time to time, this “Certificate of Incorporation”), which restates and integrates and also further amends the provisions of the Existing Certificate, was duly adopted, without the need for any action by the Board of Directors or the stockholders of the Company, in accordance with the provisions of Sections 242, 245 and 303 of the DGCL to put into effect and carry out the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates, dated April 13, 2026 (including all exhibits and supplements thereto, as the same may be amended, restated, modified or supplemented from time to time, the “Plan”), which Plan was confirmed on April 15, 2026 by order (Docket No. 243) (the “Confirmation Order”) of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, in the chapter 11 cases captioned In re Cumulus Media Inc., et al., Case No. 26-90346 (ARP). Provision for the making of this Certificate of Incorporation is contained in the Plan and the Confirmation Order.

4.            This Certificate of Incorporation shall become effective upon its filing with the Secretary of State of the State of Delaware.

5.            The Existing Certificate of the Company is hereby amended, integrated and restated to read in its entirety as follows:

Article I.

NAME

The name of the Company is Cumulus Media Inc.

Article II.

REGISTERED AGENT AND REGISTERED OFFICE

The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Article III.

PURPOSE

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Company shall have perpetual existence.

Article IV.

AUTHORIZED SHARES

Section 1.              Authorized Shares.

(a)            The total number of shares of all classes of stock which the Company shall have authority to issue is 1,501,000, consisting of (i) 971,479 shares of Class A Common Stock, $0.01 par value per share (hereinafter referred to as the “Class A Common Stock”), (ii) 528,521 shares of Class B Common Stock, $0.01 par value per share (hereinafter referred to as the “Class B Common Stock”), and (iii) 1,000 shares of preferred stock, $0.01 par value per share (hereinafter referred to as the “Preferred Stock”). The Class A Common Stock and Class B Common Stock shall be referred to collectively herein as the “Common Stock.”

(b)            Subject to applicable law (including the DGCL), the Board of Directors is hereby expressly authorized, by resolution or resolutions and the filing of a Certificate of Designation in accordance with the DGCL, to provide for the issuance of shares of the Preferred Stock in one or more series, and to fix for each such series the designation, number of shares, and such voting powers, full or limited, or no voting powers, and such other powers, preferences, and relative, participating, optional, or other special or economic rights, and the qualifications, limitations, or restrictions thereof, as shall be stated in such resolution or resolutions, without any further vote or action by the Stockholders of the Company.

Section 2.              Stock Ledger. The Company shall maintain a ledger (the “Stock Ledger”) that sets forth (a) the name and address of each holder of the Common Stock and Preferred Stock (if any) (each, a “Stockholder”) and (b) the number (and, if applicable, class or series) of Common Stock and Preferred Stock (if any) held by each Stockholder.

Section 3.              Non-Voting Stock. The Company shall not issue non-voting equity securities; provided, however, the foregoing restriction shall (a) have no further force and effect beyond that required under Section 1123(a)(6) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), (b) only have such force and effect for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Company, and (c) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect. The prohibition on the issuance of non-voting equity securities is included in this Certificate of Incorporation in compliance with Section 1123(a)(6) of the Bankruptcy Code.

Section 4.              No Preemptive Rights. No Stockholder shall have any preemptive right to subscribe for or purchase any shares of stock or other securities of the Company of any class or series, whether now or hereafter authorized, except as may be provided in the Stockholders’ Agreement or any other written agreement to which the Company is a party.

Article V.

STOCK

Except with regard to voting and conversion rights, and as otherwise set forth in this Certificate of Incorporation, the Bylaws of the Company (as the same may be amended, restated, modified or supplemented from time to time, the “Bylaws”), and that certain Stockholders’ Agreement of the Company, dated as of the date hereof, among the Company and the stockholders of the Company (as the same may be amended, restated, modified or supplemented from time to time, the “Stockholders’ Agreement”), shares of Class A Common Stock and Class B Common Stock are identical in all respects. The powers, preferences, and relative, participating, optional, or other special or economic rights of the Preferred Stock shall be as set forth in any applicable Certificate of Designation. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the Common Stock and the various classes of Common Stock shall be as follows:

Section 1.               Voting Rights.

(a)            General Rights.

(i)            Except as otherwise provided by the DGCL or this Certificate of Incorporation, (A) the holders of shares of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held on the record date therefor on any matter submitted to a vote of the Stockholders and (B) except as may be required by law or by Section V.1(a)(ii), the holders of shares of Class B Common Stock shall not be entitled to vote on any matter submitted to a vote of the Stockholders.

(ii)           Notwithstanding Section V.1(a)(i), in addition to any other vote required by law, for so long as any shares of Class B Common Stock are outstanding, the Company shall not, without the affirmative vote or written consent of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a separate class, (A) amend, alter or repeal (whether by amendment to this Certificate of Incorporation or the Bylaws, by merger, consolidation or otherwise) any provision of this Certificate of Incorporation or the Bylaws in a manner that adversely affects the powers, preferences or special rights of the Class B Common Stock relative to the Class A Common Stock, or (B) effect any Business Combination in which the Class B Common Stock is treated differently from the Class A Common Stock other than as permitted by Section V.4; provided, however, that no such separate vote shall be required for (x) the authorization, creation or issuance of any series of Preferred Stock, (y) any increase or decrease in the authorized number of shares of Common Stock or of either class thereof in accordance with Section V.1(a)(iii), or (z) any amendment that affects the Class A Common Stock and the Class B Common Stock identically.

(iii)          Subject to the Stockholders’ Agreement, the number of authorized shares of Common Stock (including any class of Common Stock) and Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the voting power of the Class A Common Stock outstanding, irrespective of the provisions of Section 242(b)(2) of the DGCL.

(b)           No Cumulative Voting. No Stockholder holding any shares of any class of stock of the Company shall be entitled to cumulative voting rights in any circumstances.

Section 2.              Dividends. The holders of shares of Common Stock shall be entitled to receive when, as and if declared by the Board of Directors of the Company, and subject to the provisions of the Stockholders’ Agreement, from funds lawfully available therefor, such dividends as may be declared by the Board of Directors of the Company from time to time.  When and as dividends are declared on Common Stock, the holders of shares of each class of Common Stock will be entitled to share ratably in such dividend according to the number of shares of Common Stock held by them (with shares of Class A Common Stock and Class B Common Stock treated identically for such purpose). Notwithstanding the foregoing, if a dividend or other distribution is payable in shares of Common Stock (or in securities convertible into or exercisable or exchangeable for shares of Common Stock), the holders of Class A Common Stock shall receive shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) and the holders of Class B Common Stock shall receive shares of Class B Common Stock (or securities convertible into or exercisable or exchangeable for shares of Class B Common Stock), in each case on an identical per-share basis, and no dividend or distribution payable in shares of one class of Common Stock shall be paid to the holders of the other class of Common Stock. In the event any class of Common Stock is split, divided or combined, each other class of Common Stock simultaneously shall be proportionately split, divided or combined.

Section 3.              Liquidation, Dissolution or Winding-Up. In the event of any liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily, after payment or provision for payment of the debts and other liabilities of the Company and the preferential amounts to which the holders of any shares ranking prior to the Common Stock in the distribution of assets shall be entitled upon liquidation, the holders of shares of the Class A Common Stock and the Class B Common Stock shall be entitled to share pro rata in the remaining assets of the Company in proportion to the respective number of shares of Common Stock held by each Stockholder compared to the aggregate number of shares of Common Stock outstanding.

Section 4.              Merger, Consolidation, or Other Business Combination. In the event of any merger, consolidation, share exchange, reclassification, recapitalization or other similar business combination involving the Company (each, a “Business Combination”), shares of Class A Common Stock and Class B Common Stock shall be treated identically, except with respect to voting and conversion rights as specifically described in this Article V; provided, however, that, except where the Class A Common Stock and the Class B Common Stock are to remain outstanding, the consideration received for each share of Class A Common Stock and Class B Common Stock as part of any such Business Combination shall be identical; provided, further, that if the holders of Class A Common Stock and Class B Common Stock are to receive shares of stock or other equity securities of the Company or of any other Person in such Business Combination (or if the Class A Common Stock and Class B Common Stock are to remain outstanding), such shares or other equity securities may differ only to the extent that the Class A Common Stock and the Class B Common Stock differ with respect to voting and conversion rights under this Article V, and the holders of Class B Common Stock may receive non-voting shares or other equity securities having conversion rights substantially equivalent to those set forth in this Article V.

Section 5.               Convertibility, Transfers.

(a)            Conversion of Class B Common Stock. Each Stockholder holding Class B Common Stock is entitled to convert at any time or times all or any of such Stockholder’s whole shares of Class B Common Stock into an equal number of shares of Class A Common Stock; provided, however, that to the extent that such conversion would result in the Stockholder (together with its Affiliates) holding more than 4.99% of the outstanding shares of Class A Common Stock following such conversion, and such Stockholder (together with its Affiliates) did not hold more than 4.99% of the outstanding shares of Class A Common Stock prior to such conversion, the Stockholder shall first deliver to the Company an ownership certification in form and substance reasonably satisfactory to the Company (which may be in the form contemplated by the Stockholders’ Agreement) for the purpose of enabling the Company (i) to determine whether such Stockholder has an attributable interest in another entity that would cause the Company to violate any Communications Laws, and (ii) to obtain any necessary approvals from the FCC, or to comply with any applicable requirements under the HSR Act, in each case permitting the converting Stockholder (together with its Affiliates) to hold the number of shares of Class A Common Stock that it will own upon conversion.

(b)            Conversion of Class A Common Stock. Each Stockholder holding Class A Common Stock is entitled to convert at any time or times all or any of such Stockholder’s whole shares of Class A Common Stock into an equal number of shares of Class B Common Stock.

(c)            Compliance. For the avoidance of doubt, the conversion rights provided by this Section V.5 shall apply to whole shares of Class B Common Stock and Class A Common Stock only, and the Company shall have no obligation to honor a request for conversion of a fraction of a share of Class B Common Stock or Class A Common Stock. Notwithstanding anything to the contrary contained herein, the Company shall not be required to convert any share of Class B Common Stock or Class A Common Stock if the Company reasonably and in good faith determines that such conversion would result in a violation of any Communications Law or the HSR Act; provided, however, that the Company shall use commercially reasonable efforts to effectuate any such conversion in a manner that complies with such laws, and, to the extent a prior approval is necessary in order to effectuate such a conversion, the Company shall use commercially reasonable efforts to obtain such approvals to the extent so requested by the Person seeking to convert the Class B Common Stock into shares of Class A Common Stock or the Class A Common Stock into shares of Class B Common Stock.

(d)            Condition Precedent to Conversion. As a condition precedent to any conversion of any shares of Class B Common Stock or Class A Common Stock, the Stockholder shall give the Company not less than five (5) Business Days’ prior written notice of any intended conversion and the identity of the Person who will hold the converted shares, and shall promptly provide the Company, in addition to the information required by Section V.5(a), with any information reasonably requested by the Company to ensure compliance with applicable law. The Stockholder shall cooperate with the Company, and take all such further actions and execute, acknowledge and deliver all such further documents, instruments or agreements as may be reasonably necessary, to further effectuate the conversion and ensure compliance with applicable law. Any such notice of conversion may, at the election of the converting Stockholder, be conditioned upon the receipt of any regulatory approval required in connection with such conversion (including any approval of the FCC) or upon the occurrence of one or more other specified events, in which case the conversion date specified in such notice shall be deemed to be the date on which such condition is satisfied.

(e)            Conversion.

(i)            Effective Time and Deliveries upon Conversion.  Upon delivery of a notice of conversion in conformity with the foregoing provisions, the Company shall thereupon, as promptly as reasonably practicable, and in any event within five (5) Business Days after receipt by the Company of such notice of conversion, make or cause to be made a book entry into the Stock Ledger of the Company for the aggregate number of shares of Class A Common Stock or Class B Common Stock, as applicable, issuable upon such conversion (based upon the aggregate number of shares of Class B Common Stock or Class A Common Stock, as applicable, so converted). Any share of Class B Common Stock or Class A Common Stock converted hereunder shall, to the extent (A) such shares are properly converted in accordance with the terms hereof, (B) the Company has made a reasonable and good faith determination that such conversion does not violate any Communications Law, and (C) subject to Section V.5(a) and Section V.7, be deemed to have been effected immediately prior to the close of business on the later of (x) the conversion date specified in the notice of conversion and (y) the date on which the conditions in clauses (A) and (B) are satisfied (such time, the “Conversion Time”).  At the Conversion Time, the book entry into the Stock Ledger of the Company for the shares of Class A Common Stock or Class B Common Stock issuable upon such conversion, as applicable, shall be deemed to have been made, and the Stockholder thereof shall be deemed to be and entitled to all rights of the Stockholder of record of such Class A Common Stock or Class B Common Stock, as applicable. A conversion shall not affect the right of the converting Stockholder to receive any dividend or other distribution declared on the shares so converted for which the record date precedes the Conversion Time.

(ii)           No Adverse Action. The Company will, subject to the provisions of this Section V.5 and Section V.7, below, (A) not close its books against the transfer of Class A Common Stock or Class B Common Stock, as applicable, issued or issuable upon conversion of Class B Common Stock or Class A Common Stock, as applicable, in any manner which interferes with the timely conversion of Class B Common Stock or Class A Common Stock, as applicable, or materially delays such conversion, and (B) take all such actions as are reasonably necessary in order to ensure that the Class A Common Stock and Class B Common Stock, as applicable, issued or issuable with respect to such conversion will be validly issued, fully paid and non-assessable.

(iii)          Sufficient Shares.  The Company shall not issue any shares of Class A Common Stock or Class B Common Stock (or any securities convertible into or exercisable for either) unless, after giving effect to such issuance, the number of authorized and unissued shares of each such class is not less than the number of shares of the other class then outstanding or issuable upon conversion, exchange or exercise of outstanding securities. If at any time the number of authorized and unissued shares of either class is insufficient to permit the conversion of all outstanding shares of the other class, the Company shall promptly take all corporate action necessary to increase the authorized number of shares of such class to a sufficient number, including by soliciting the vote or consent of the Stockholders in accordance with Section V.1(a)(iii), and no Stockholder shall be deemed to have waived any conversion right by reason of any such insufficiency.

(iv)          Retirement of Converted Shares. Shares of Class A Common Stock or Class B Common Stock surrendered for conversion pursuant to this Section V.5 shall be retired and shall resume the status of authorized and unissued shares of the class to which they belonged, and may be reissued in accordance with this Certificate of Incorporation.

(f)            Condition Precedent to Transfers. Any transfer of record or beneficial ownership of any Capital Stock must be effected in compliance with, and pursuant to the terms of, the Stockholders’ Agreement. In addition, notwithstanding anything to the contrary contained herein, the Company shall not be required to register in the Stock Ledger, and may decline to recognize, any otherwise permitted transfer of record or beneficial ownership of any Capital Stock if the Board of Directors determines in good faith, prior to the registration of such transfer, that such transfer would reasonably be expected to require the Company to register any class of Capital Stock under Section 12(g) of the Exchange Act or otherwise to become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Any transfer or purported transfer of Capital Stock in violation of this Section V.5(f) or Section V.7 shall be null and void ab initio, and the Company shall not record any such transfer in the Stock Ledger or otherwise recognize any such transfer.

Section 6.               Stockholders’ Agreement.

(a)            For so long as the Stockholders’ Agreement is in effect, to the fullest extent permitted by law, each Stockholder shall be subject to, shall be required to enter into, shall be deemed to have entered into, and shall be deemed to be bound by, the Stockholders’ Agreement, regardless of whether any such holder has executed the Stockholders’ Agreement, and the Stockholders’ Agreement shall be deemed to be a valid, binding and enforceable obligation of such holder (including any obligation set forth therein to waive or refrain from exercising any appraisal, dissenters or similar rights), even if such Stockholder has not actually executed and delivered a counterpart of the Stockholders’ Agreement.

(b)            The Company is expressly authorized, pursuant to Section 122(18) of the DGCL and otherwise, to enter into, perform and comply with the Stockholders’ Agreement, including any provision thereof that (i) restricts or prohibits the Company or any of its subsidiaries from taking any action specified therein, (ii) requires the approval or consent of one or more Stockholders or other Persons before the Company or any of its subsidiaries may take any action specified therein, or (iii) obligates the Company, the Board of Directors, or one or more Stockholders to take, or to refrain from taking, any action specified therein. No provision of this Certificate of Incorporation shall be construed to be contrary to, or to limit the enforceability against the Company of, any such provision of the Stockholders’ Agreement, and the powers conferred on the Board of Directors and the Stockholders by this Certificate of Incorporation shall be exercised in accordance with the Stockholders’ Agreement for so long as it remains in effect.

Section 7.              Regulatory Matters.  To the extent that the Board of Directors deems it necessary to comply with the Communications Laws, the Board of Directors may (a) take any action it believes necessary to prohibit the ownership or voting of more than 24.9% (or such higher number as approved by the FCC in a ruling in effect on or after the date of this Certificate of Incorporation) of the Company’s outstanding Capital Stock by or for the account of any Non-U.S. Person, or by any other Person (i) that is subject to or deemed to be subject to control by a Non-U.S. Person on a de jure or de facto basis or (ii) owned by, or held for the benefit of, a Non-U.S. Person in a manner that would cause the Company to be in violation of any Communications Law; (b) prohibit any transfer of the Company’s stock which the Company believes could cause more than 24.9% (or such higher number as approved by the FCC in a ruling in effect on or after the date of this Certificate of Incorporation) of the Company’s outstanding Capital Stock to be owned or voted, directly or indirectly, by or for any Person identified in the foregoing clause (a); (c) prohibit the ownership, voting or transfer of any portion of its outstanding Capital Stock to the extent the ownership, voting or transfer of such portion would cause the Company to violate or would otherwise result in violation of any provision of any Communications Law; provided, that the Company shall use commercially reasonable efforts to facilitate such compliance; (d) cause any shares of Class A Common Stock to be converted into an equal number of shares of Class B Common Stock, or redeem Capital Stock, in each case to the extent necessary to bring the Company into compliance with the Communications Laws or to prevent the loss or impairment of any of the Company’s FCC licenses, with any such redemption to be at a price equal to the fair market value of such Capital Stock at the time of such redemption as determined in good faith by the Board of Directors and to be effected upon not less than ten (10) days’ prior written notice to the holder thereof (which notice shall specify the redemption date, the number and class of shares to be redeemed and the redemption price), and from and after the applicable redemption date (unless the Company shall default in the payment of the redemption price) all rights of the holder of the shares so redeemed shall cease, other than the right to receive the redemption price therefor, without interest; (e) require disclosure to the Company by any Stockholder if the ownership of Capital Stock by such Stockholder (together with its Affiliates) would result in 4.99% or more of the Company’s Capital Stock being owned or voted, directly or indirectly, by any Person identified in the foregoing clause (a); and (f) require that any Stockholder provide such information as the Company deems necessary or appropriate to effect the provisions of this Section V.7. Without limiting the foregoing and notwithstanding any provision contained herein to the contrary, no Stockholder shall be entitled to transfer or convert any share of the Company’s Capital Stock until all applicable regulatory approvals, including without limitation such regulatory approvals required by any Communications Laws, have been obtained and the Company shall use commercially reasonable efforts to obtain any such applicable regulatory approvals where required. In administering this Section V.7 and Section V.5, the Board of Directors may rely conclusively on information provided by Stockholders, on statements filed with the FCC or the Securities and Exchange Commission and on such other information as it deems reliable, and all determinations made in good faith by the Board of Directors pursuant to this Section V.7 or Section V.5 shall be conclusive and binding on the Company and all Stockholders. To the fullest extent permitted by law, neither the Company nor any director, officer or agent of the Company shall be liable to any Stockholder or other Person for any action taken or omitted to be taken in good faith pursuant to this Section V.7 or Section V.5.

Section 8.              Legend. Shares of Common Stock, to the extent certificated, shall bear a legend setting forth the restrictions on transfer and ownership which apply to such shares. With respect to any shares of Common Stock that are uncertificated, the Company shall, within a reasonable time after the issuance or transfer thereof, send to the registered owner thereof the notice required by Section 151(f) of the DGCL, which notice shall include a statement of such restrictions, and such restrictions shall be binding upon all holders and transferees of such shares to the fullest extent permitted by Section 202 of the DGCL.

Article VI.

BOARD OF DIRECTORS

Section 1.              Powers; Number of Directors.  Except as otherwise required by the DGCL or as provided in this Certificate of Incorporation or the Stockholders’ Agreement, the business and affairs of the Company shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Company then in effect, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company, subject, nevertheless, to the DGCL, this Certificate of Incorporation, the Bylaws and the Stockholders’ Agreement. Except as otherwise provided for or fixed pursuant to the terms of any Certificate of Designation relating to the rights of holders of any series of Preferred Stock to elect additional directors, the total number of directors constituting the entire Board of Directors shall be as from time to time fixed by, or in the manner provided in, the Bylaws and the Stockholders’ Agreement.

Section 2.              Limitation of Liability.  To the fullest extent permitted under the DGCL, no officer or director of the Company shall be personally liable to the Company or its Stockholders for monetary damages for breach of fiduciary duty as an officer or director. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment or repeal of this Section VI.2 by the Stockholders of the Company or by changes in law, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Section VI.2, shall not adversely affect any right or protection of an officer or director of the Company hereunder in respect of any act or omission occurring prior to the time of such amendment or repeal.

Section 3.              Bylaws. In furtherance and not in limitation of the powers conferred by the DGCL, subject to the terms and conditions of the Bylaws, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws, subject to the power of the Stockholders to adopt, amend or repeal the Bylaws and, for so long as it remains in effect, the Stockholders’ Agreement.

Section 4.              Voting Power of Directors. Pursuant to Section 141(d) of the DGCL, if at any time prior to the occurrence of a Next Gen Radio Approval Event, the Board of Directors consists of four (4) directors as a result of the elimination, in accordance with the Stockholders’ Agreement, of the directorship held by the Chief Executive Officer of the Company, then, for so long as such circumstances continue, the director designated by Next Gen Radio pursuant to the Stockholders’ Agreement who is not then serving as chairperson of the Board of Directors shall not be entitled to vote on any matter submitted to the Board of Directors and shall not be counted in determining the presence of a quorum or the vote required for any action of the Board of Directors, but shall be entitled to notice of and to attend all meetings of the Board of Directors. The identity of the directors described in this Section VI.4 shall be ascertainable from the designations made pursuant to the Stockholders’ Agreement and the books and records of the Company.

Article VII.

INDEMNIFICATION

Section 1.              Right to Indemnification. Each Person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Company, or any predecessor of the Company, or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “Proceeding”), by reason of the fact that such Person is or was a director or an officer of the Company, or any predecessor of the Company, or while a director or officer of the Company, or any predecessor of the Company, is or was serving at the request of the Company, or any predecessor of the Company, as a director, officer, manager, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, and such Person’s Affiliates (hereinafter, each such Person and Affiliate, an “Indemnitee”), or by reason of anything done or not done by such Person in any such capacity, shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement by or on behalf of the Indemnitee) reasonably incurred or suffered by such Indemnitee in connection therewith, all on the terms and conditions set forth in this Certificate of Incorporation and the Bylaws; provided, however, that except with respect to Proceedings (or parts thereof) initiated by an Indemnitee (a) by way of defense or counterclaim, (b) to enforce the Indemnitee’s rights to indemnification or Advancement of Expenses under this Certificate of Incorporation or the Bylaws, or (c) to enforce any other rights to indemnification or Advancement of Expenses under any contract or statute, including Section 145 of the DGCL, the Company shall indemnify an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding was authorized by the Board of Directors.

Section 2.              Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section VII.1, an Indemnitee shall, to the fullest extent permitted by law, also have the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any Proceeding in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that an Advancement of Expenses shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article VII or otherwise.

Section 3.              Right of Indemnitee to Bring Suit. If a claim under Section VII.1 or Section VII.2 is not paid in full by the Company within sixty (60) calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company (including its Board of Directors, independent legal counsel or Stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VII or otherwise shall be on the Company.

Section 4.              Indemnification for Successful Defense. To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any Proceeding (or in defense of any claim, issue or matter therein), such Indemnitee shall be indemnified under this against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such defense. Indemnification pursuant to the preceding sentence shall be mandatory and shall not be conditioned upon satisfaction of any standard of conduct; provided, however, that any Indemnitee who is not a current or former director or officer (as such term is defined in the final sentence of Section 145(c)(1) of the DGCL) shall be entitled to indemnification pursuant to the preceding sentence only to the extent authorized by the Board of Directors in accordance with Section 145(c)(2) of the DGCL.

Section 5.              Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VII shall not be exclusive of any other right which any Person may have or hereafter acquire under any law, the Certificate of Incorporation, the Bylaws, the Stockholders’ Agreement, any other agreement, vote of Stockholders or disinterested directors, or otherwise.

Section 6.              Insurance. The Company shall maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the DGCL.

Section 7.              Indemnification of Employees and Agents of the Company; Service at Subsidiaries. The Company may, to the extent and in the manner permitted by law, and to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company. An Indemnitee who is or was serving at the request of the Company as a director, officer, manager, employee, agent or trustee of any subsidiary of the Company shall be entitled to the rights to indemnification and Advancement of Expenses provided by this Article VII with respect to such service, and, as between the Company and any such subsidiary, the Company shall be the indemnitor of first resort and an Indemnitee shall not be required to seek indemnification or advancement from, or to exhaust remedies against, any such subsidiary as a condition to receiving indemnification or Advancement of Expenses from the Company. The Company shall cause the organizational documents of each of its subsidiaries to provide for indemnification and advancement of expenses to the fullest extent permitted by the law applicable to such subsidiary. In addition, the Company may, to the extent and in the manner permitted by law, and to the extent authorized from time to time, grant rights to indemnification and to the Advancement of Expenses to individuals with respect to their service as an employee or agent of subsidiaries of the Company.

Section 8.              Nature of Rights. The rights conferred upon Indemnitees in this Article VII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director or officer, manager, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an Indemnitee or its successors shall be prospective only (except to the extent such amendment or change in law permits the Company to provide broader indemnification rights on a retroactive basis than permitted prior thereto) and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 9.              Settlement of Claims. Notwithstanding anything in this Article VII to the contrary, the Company shall not be liable to indemnify any Indemnitee under this Article VII for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, which consent shall not be unreasonably withheld.

Section 10.           Subrogation. Except as otherwise provided in Section VII.10, in the event of payment under this Article VII, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

Section 11.           Indemnitor of First Resort. The Company hereby acknowledges that certain Indemnitees may have rights to indemnification, advancement of expenses and/or insurance provided by one or more Stockholders or Affiliates of Stockholders (other than the Company and its subsidiaries) (collectively, the “Secondary Indemnitors”). The Company hereby agrees that, with respect to any such Indemnitee, (a) the Company is the indemnitor of first resort (i.e., its obligations to such Indemnitee under this Article VII, the Bylaws, the Stockholders’ Agreement, any agreement and any insurance policy maintained by the Company or its subsidiaries are primary, and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses, liabilities or losses incurred by such Indemnitee is secondary), (b) the Company shall be required to advance the full amount of expenses incurred by such Indemnitee and shall be liable for the full amount of all expenses, judgments, fines, penalties and amounts paid in settlement to the extent legally permitted and as required by the terms of this Article VII, the Bylaws, the Stockholders’ Agreement, and any other agreement between the Company and such Indemnitee, without regard to any rights such Indemnitee may have against the Secondary Indemnitors, and (c) the Company irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification or Advancement of Expenses from the Company shall affect the foregoing, and the Secondary Indemnitors shall have a right of contribution and/or shall be subrogated, to the extent of such advancement or payment, to all of the rights of recovery of such Indemnitee against the Company. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section VII.11.

Section 12.           Severability. If any provision or provisions of this Article VII shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) and the application of such provision to other Persons or circumstances shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to the Indemnitee to the fullest extent set forth in this Article VII.

Section 13.           Relationship to Bylaws. The rights conferred by this Article XI are in addition to, and not in limitation of, the rights conferred by Article VIII of the Bylaws. In the event of any conflict or inconsistency between this Article XI and Article VIII of the Bylaws, the provision that is more favorable to the Indemnitee shall control to the fullest extent permitted by law, and nothing in this Article XI shall be construed to limit or diminish any right of any Indemnitee under the Bylaws, the Stockholders’ Agreement, any agreement or applicable law.

Article VIII.

AMENDMENT

Section 1.              Amendment of Certificate of Incorporation. Notwithstanding any other provision in this Certificate of Incorporation or the Bylaws, in addition to any other affirmative vote of the holders of any particular class or series of stock of the Company required by applicable law or the Stockholders’ Agreement, the affirmative vote of the holders of at least (a) 55% of the outstanding Class A Common Stock, or (b) 55% of the outstanding Common Stock, which, in each case, for so long as Next Gen Radio together with its Affiliates and Permitted Transferees (as defined in the Stockholders’ Agreement) beneficially owns at least 15% of the outstanding equity securities in the Company, must include the prior written consent of Next Gen Radio and, which, for the avoidance of doubt, would exclude any Common Stock held by any Foreign Restricted Stockholder, shall be required to adopt, amend or repeal any provision of this Certificate of Incorporation.

Section 2.              Rights Reserved. The Company reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or the Bylaws, and to add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon Stockholders, directors or any other Persons by and pursuant to this Certificate of Incorporation, the Bylaws, or the Stockholders’ Agreement are granted subject to the rights reserved in this Section VIII.2.

Article IX.

GENERAL

Section 1.              Definitions.  For the purposes of this Certificate of Incorporation, the following capitalized terms shall have the meanings set forth below:

“Affiliate” has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act; provided that, for purposes of Section V.5 and Section V.7, the Affiliates of a Person shall also include any other Person whose interests in the Company would be aggregated with, or attributed to, such Person under the Communications Laws.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Capital Stock” means all shares now or hereafter authorized of any class or series of capital stock of the Company which has the right to participate in the distribution of the assets and earnings of the Company, including Common Stock or Preferred Stock and any securities convertible into shares of Common Stock or Preferred Stock (as a result of conversion rights, recapitalization, share exchange or similar event) or are issued with respect to Common Stock or Preferred Stock, including, without limitation, with respect to any stock split or stock dividend, or a successor security.

“Certificate of Designation” means any certificate filed with the Office of the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with Section IV.1(b).

“Communications Laws” means the Communications Act of 1934, as amended, and the rules, regulations, and policies of the Federal Communications Commission promulgated thereunder and in effect from time to time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FCC” means the Federal Communications Commission including any official bureau or division thereof acting on delegated authority, and any successor governmental agency performing functions similar to those performed by the Federal Communications Commission.

“Foreign Restricted Stockholder” means any Stockholder that is a Non-U.S. Person (or that is directly or indirectly owned or controlled by one or more Non-U.S. Persons to an extent that would require Specific Approval under the Communications Laws) holding (a) 4.99% or more of the outstanding equity securities in the Company, or (b) 4.99% or more of the outstanding Class A Common Stock. Any such Stockholder shall cease to be a “Foreign Restricted Stockholder” in the event (i) such Stockholder holds (A) less than 4.99% of equity securities in the Company, and (B) less than 4.99% of the outstanding Class A Common Stock, or (ii) the FCC issues a declaratory ruling granting Specific Approval for such Stockholder to hold a direct and/or indirect equity and/or voting interest in the Company at levels equal to or greater than such Stockholder’s existing applicable equity and/or voting interests. The term “Foreign Restricted Stockholder” should be interpreted consistent with the Communications Laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder and in effect from time to time.

“Next Gen Radio” means Next Gen Radio Enterprises LLC, a Delaware limited liability company, together with its Affiliates.

“Next Gen Radio Approval Event” means the date on which both (a) the FCC has approved Next Gen Radio as a controlling interest holder of the Company under the Communications Laws and (b) Next Gen Radio together with its Affiliates and Permitted Transferees (as defined in the Stockholders’ Agreement) beneficially owns a majority of either the (i) outstanding Class A Common Stock or (ii) outstanding Common Stock.

“Non-U.S. Person” means (a) an individual that is a citizen of any country other than the United States, (b) an entity that is organized in a jurisdiction other than the United States, (c) a governmental entity outside of the United States, and (d) any representative of such individual or entity.

“Person” means any individual, entity, or group within the meaning of Section 13(d)(3) of the Exchange Act.

“Specific Approval” means the FCC’s approval of a specific Non-U.S. Person’s holding of equity securities or any other voting or equity interest in the Company issued in any declaratory ruling or similar ruling and any clearance or approval of any other governmental authority such as the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (formerly known as “Team Telecom”), prior to or in connection with such FCC approval.

Section 2.              Forum.  Unless the Company, in writing, selects or consents to the selection of an alternative forum: (a) the sole and exclusive forum for any complaint asserting any internal corporate claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware); and (b) the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933 (as amended), to the fullest extent permitted by law, shall be the federal district courts of the United States of America. Notwithstanding the foregoing, this Article IX shall not apply to any claim or cause of action as to which the federal courts of the United States have exclusive jurisdiction, including any claim arising under the Exchange Act; provided that the foregoing shall not limit the application of clause (b) to any complaint asserting a cause of action arising under the Securities Act of 1933 (as amended).  For purposes of this Article IX, internal corporate claims means claims, including claims in the right of the Company that are based upon a violation of a duty by a current or former director, officer or Stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery.  Any Person purchasing or otherwise acquiring or holding any interest in shares of stock of the Company shall be deemed to have notice of and consented to the provisions of this Article IX.

Section 3.              Enforceability. If any provision of this Article IX shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article IX (including, without limitation, each portion of any sentence of this Article IX containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons or circumstances shall not in any way be affected or impaired thereby.

Section 4.              Waiver of Corporate Opportunities. To the fullest extent permitted by applicable law, including Section 122(17) of the DGCL, the Company renounces and waives any interest or expectancy of the Company in, or any right to be offered an opportunity to participate in, any business opportunity that may, from time to time, be presented to or come to the attention of (x) any Stockholder or any Affiliate of a Stockholder, (y) any director of the Company who is not also an employee of the Company or any of its subsidiaries, or (z) any of the respective officers, directors, shareholders, partners, members, managers, employees, agents, representatives or Affiliates of any Person described in the foregoing clause (x) or (y) (each Person described in the foregoing clause (x), (y) or (z), other than any individual who is an employee of the Company or any of its subsidiaries, an “Exempt Person”). Each Exempt Person may take advantage of any business or corporate opportunity of any type or description that may be available to such Exempt Person without (a) offering such opportunity to the Company, (b) informing the Company of the existence of such opportunity or (c) giving the Company the right to participate in any such opportunity, even if such opportunity competes with the Company in the business of the Company. To the fullest extent permitted by applicable law, no Exempt Person shall (i) have any duty to communicate or offer any such business opportunity to the Company, (ii) be liable to the Company or any of its Stockholders for breach of any fiduciary or other duty by reason of the fact that such Exempt Person pursues or acquires such business opportunity, directs such business opportunity to another Person, or fails to present such business opportunity, or information regarding such business opportunity, to the Company, regardless of whether the Company or any Stockholder suffered any loss or damage as a result thereof, (iii) be liable to the Company or any of its Stockholders for any action taken or omitted to be taken by such Exempt Person in connection with any business, venture, or activity competitive with the business of the Company, or (iv) be liable to the Company or any of its Stockholders for any conflict of interest, actual or potential, arising from such Exempt Person’s pursuit of any corporate opportunity or engagement in any competitive activity; provided, that nothing in this Section IX.4 relieves any Stockholder of its confidentiality obligations, including as set forth in the Stockholders’ Agreement. The renunciation set forth in this Section IX.4 shall extend to business opportunities of the Company’s subsidiaries as if they were business opportunities of the Company. Any Person purchasing or otherwise acquiring or holding any interest in shares of stock of the Company shall be deemed to have notice of and to have consented to the provisions of this Section IX.4. Neither the alteration, amendment or repeal of this Section IX.4, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Section IX.4, shall eliminate or reduce the effect of this Section IX.4 in respect of any business opportunity first identified, or any other matter occurring, or any cause of action, suit or claim that, but for this Section IX.4, would accrue or arise, prior to such alteration, amendment, repeal or adoption.

Section 5.               Interested Directors, Officers and Stockholders.

(a)            To the fullest extent permitted by applicable law, no contract, transaction or other act between the Company or any of its subsidiaries, on the one hand, and any one or more of the directors or officers of the Company, any Controlling Stockholder, or any Affiliate of any of the foregoing, or any other corporation, partnership, association or other organization in which one or more of the directors, officers or Controlling Stockholders of the Company are directors or officers or have a financial interest, on the other hand (or any other act or transaction in which any such director, officer or Controlling Stockholder has a material interest, including any “controlling stockholder transaction” within the meaning of Section 144 of the DGCL), shall be void or voidable, or shall be the subject of equitable relief or give rise to an award of damages or other sanctions against any such director, officer or Controlling Stockholder, solely for such reason, or solely because such director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes such contract, transaction or act, or solely because his or her vote is counted for such purpose, if such contract, transaction or act is authorized, approved or ratified in accordance with, or otherwise satisfies the requirements of (including by being fair as to the Company and its stockholders), Section 144 of the DGCL.

(b)            Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes any such contract, transaction or act.

(c)            Nothing in this Certificate of Incorporation or the Bylaws shall be deemed to limit or restrict the protections afforded to directors, officers and controlling stockholders under Section 144 of the DGCL, and the approval of any transaction in accordance with the procedures set forth in the Stockholders’ Agreement shall be in addition to, and not in limitation of, any safe harbor or other protection available under Section 144 of the DGCL.

Section 6.              Inapplicability of DGCL Section 203. The Company expressly elects that it shall not be governed by, or otherwise subject to, Section 203 of the DGCL.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Incorporation to be executed by a duly authorized officer as of the 16^th day of October, 2026.

[Signature Page to Second Amended and Restated Certificate of Incorporation of Cumulus Media Inc.]