Exhibit 3.2

FOURTH AMENDED AND RESTATED

BYLAWS

OF

CUMULUS MEDIA INC.
(a Delaware corporation)

Article I
DEFINITIONS

Section 1.1         “Affiliates” has the meaning set forth in the Certificate of Incorporation.

Section 1.2         “Bylaws” means these Fourth Amended and Restated Bylaws of the Company, as the same may be amended, restated, modified, or supplemented from time to time.

Section 1.3         “CEO Director” has the meaning set forth in the Stockholders’ Agreement.

Section 1.4         “Certificate of Designation” has the meaning set forth in the Certificate of Incorporation.

Section 1.5         “Communications Laws” has the meaning set forth in the Certificate of Incorporation.

Section 1.6         “Company” means Cumulus Media Inc., a Delaware corporation.

Section 1.7         “Governmental Authority” means any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency, law enforcement body or commission, or any court, tribunal, or arbitral or judicial body.

Section 1.8         “Initial Board” has the meaning set forth in the Stockholders’ Agreement.

Section 1.9         “Majority Stockholder Approval” has the meaning set forth in the Stockholders’ Agreement.

Section 1.10       “Next Gen Radio” means Next Gen Radio Enterprises LLC, a Delaware limited liability company, together with its Affiliates.

Section 1.11       “Next Gen Radio Approval Event” has the meaning set forth in the Certificate of Incorporation.

Section 1.12       “Next Gen Radio Directors” has the meaning set forth in the Stockholders’ Agreement.

Section 1.13       “Next Gen Radio Subsequent Directors” has the meaning set forth in the Stockholders’ Agreement.

Section 1.14       “Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

Section 1.15       “Preferred Stock” has the meaning set forth in the Certificate of Incorporation.

Section 1.16       “Related Party Transaction” has the meaning set forth in the Stockholders’ Agreement.

Section 1.17       “Stockholders’ Agreement” means that certain Stockholders’ Agreement of the Company, dated as of October 16, 2026, by and among the Company and the stockholders of the Company, as the same may be amended, restated, modified or supplemented from time to time.

Section 1.18       “Subsequent Board” has the meaning set forth in the Stockholders’ Agreement.

Section 1.19       “Subsidiaries” has the meaning set forth in the Stockholders’ Agreement.

Article II
CORPORATE OFFICES

Section 2.1         Registered Office. The registered office of the Company shall be fixed in the Certificate of Incorporation of the Company (as the same may be amended, restated, modified or supplemented from time to time, the “Certificate of Incorporation”). The registered office and/or registered agent of the Company may be changed from time to time by action of the Board of Directors of the Company (the “Board of Directors”).

Section 2.2         Other Offices. The Company may also have an office or offices, and keep the books and records of the Company, except as otherwise required by law, at such other place or places, either within or outside of the State of Delaware, as the Board of Directors may from time to time determine or the business of the Company may require.

Article III
MEETINGS OF STOCKHOLDERS

Section 3.1         Annual Meeting. The annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or outside of the State of Delaware, on such date, and at such time as the Board of Directors shall fix. The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors. If directors are elected by written consent of the stockholders in lieu of an annual meeting in accordance with Section 211(b) of the DGCL and Section 3.9, no annual meeting of stockholders need be held for the applicable year.

Section 3.2         Special Meetings. Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation or the Stockholders’ Agreement, a special meeting of the stockholders of the Company (a “Special Stockholders Meeting”): (a) may be called at any time by the Board of Directors; and (b) shall be called by the Chairperson of the Board of Directors (the “Chairperson of the Board”) upon the written request or requests of one or more Persons that own shares representing at least a majority of the voting power of the stock entitled to vote on the matter or matters to be brought before the proposed special meeting voting together as a single class, with such written request or requests being delivered to the secretary of the Company (the “Secretary”). Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation or the Stockholders’ Agreement, special meetings of the stockholders of the Company may not be called by any other Person or Persons. If none of the stockholders who submitted the Special Stockholders Meeting request (or their qualified representatives) appears at the Special Stockholders Meeting to present the matter or matters to be brought before the Special Stockholders Meeting that were specified in the Special Stockholders Meeting request, the Company need not present the matter or matters for a vote at the meeting, notwithstanding that proxies in respect of such vote may have been received by the Company. The Board of Directors may postpone, reschedule or cancel any Special Stockholders Meeting (i) scheduled by the Board of Directors pursuant to clause (a) of this Section 3.2, or (ii) called by the Chairperson of the Board or the Secretary pursuant to clause (b) of this Section 3.2, but only upon the written request or requests of the requesting stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting.

Section 3.3         Notice of Stockholders’ Meetings.

(a)        Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting of stockholders shall specify the place, if any, date and time of the meeting of stockholders, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining the stockholders entitled to notice of the meeting), and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice shall be given not less than ten (10) days nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. In the case of a special meeting, the purpose or purposes for which the meeting is called also shall be set forth in the notice.

(b)        Any notice to stockholders given by the Company may be given in writing directed to the stockholder’s mailing address as it appears on the records of the Company (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) and shall be given (i) if mailed, when the notice is deposited in the U.S. mail, postage prepaid; (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address; or (iii) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Company in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”). If notice is given by electronic mail, such notice shall comply with the applicable provisions of Section 232 of the DGCL.

(c)        Notice may be given by other forms of electronic transmission with the consent of a stockholder in the manner permitted by Section 232(b) of the DGCL and shall be deemed given as provided therein, including but not limited to posting such notice in an accessible online data site or shared drive.

(d)        An affidavit that notice has been given, executed by any officer, transfer agent or other agent of the Company, shall be prima facie evidence of the facts stated in the notice in the absence of fraud. Notice shall be deemed to have been given to all stockholders who share an address if notice is given in accordance with Section 233 of the DGCL.

(e)        When a meeting is adjourned to another time or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are: (i) announced at the meeting at which the adjournment is taken; (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication; or (iii) set forth in the notice of meeting given in accordance with Section 3.3(a); provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 7.5(a), and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 3.4         Organization.

(a)        Meetings of stockholders shall be presided over by the Chairperson of the Board, or in his or her absence, by another person designated by the Chairperson of the Board. The order of business at each meeting of the stockholders shall be determined by the Chairperson of the Board or other Person presiding over such meeting in accordance with the immediately preceding sentence (any such Person, the “Chairperson of the Meeting”), but such order of business may be changed by a majority in voting interest of those present in person or by proxy at such meeting and entitled to vote thereat. The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the Chairperson of the Meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.

(b)        The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may adopt such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the Chairperson of the Meeting shall have the authority to adopt and enforce such rules and regulations for the conduct of any meeting of stockholders and the safety of those in attendance as, in the judgment of the Chairperson of the Meeting, are necessary, appropriate or convenient for the conduct of the meeting. Rules and regulations for the conduct of meetings of stockholders, whether adopted by the Board of Directors or by the Chairperson of the Meeting, may include, without limitation, establishing: (i) an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies, qualified representatives (including rules around who qualifies as such) and such other Persons as the Chairperson of the Meeting shall permit; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted for consideration of each agenda item and for questions and comments by participants; (vi) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide the Company advance notice of their intent to attend the meeting. Subject to any rules and regulations adopted by the Board of Directors, the Chairperson of the Meeting may convene and, for any reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section ‎3.6. The Chairperson of the Meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant, and if such Chairperson of the Meeting should so declare, such nomination shall be disregarded or such other business shall not be transacted.

Section 3.5         List of Stockholders. The Company shall prepare, no later than the tenth (10th) day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date. Such list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing in this ‎Section 3.5 shall require the Company to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for ten (10) days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting; or (b) during ordinary business hours at the principal place of business of the Company. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. Except as otherwise required by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this ‎‎Section 3.5 or to vote in person or by proxy at any meeting of stockholders.

Section 3.6         Adjournment. At any meeting of stockholders of the Company, whether or not a quorum is present (as determined in accordance with Section 3.7(b)), the Chairperson of the Meeting or stockholders holding a majority of the voting power of the stock present in person or represented by proxy shall have the power to adjourn the meeting from time to time without notice, other than the announcement (which can be displayed during the time scheduled for the meeting on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication) at the meeting at which the adjournment is taken of the date and time of the adjourned meeting; provided, that the Chairperson of the Meeting or stockholders holding a majority of the voting power of the stock present in person or represented by proxy shall also have the power to adjourn the meeting from time to time to address a technical failure to convene or continue a meeting using remote communication, which adjournment can be done without notice, other than the announcement (which can be displayed during the time scheduled for the meeting on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication) at the meeting at which the adjournment is taken of the date and time of the adjourned meeting. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.

Section 3.7         Quorum and Voting; Proxies.

(a)        Except as otherwise required by law, the Certificate of Incorporation, these Bylaws, or the Stockholders’ Agreement, each holder of stock of the Company entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of such stock held of record by such holder that has voting power upon the subject matter in question.

(b)        Except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement: (i) stockholders holding a majority of the voting power of the outstanding shares entitled to vote on the matter, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders; (ii) at each meeting of stockholders at which a quorum is present, all corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of the holders of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter; (iii) where a separate vote by a class or series or classes or series is required, if a quorum of such class or series or classes or series is present, such act shall be authorized by the affirmative vote of the holders of at least a majority of the voting power of the stock of such class or series or classes or series present in person or represented by proxy and entitled to vote on the subject matter; and (iv) if a quorum is not present or represented at any meeting of stockholders, then the Chairperson of the Meeting, or the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon, shall have power to adjourn or recess the meeting from time to time in accordance with Section 3.6, until a quorum is present or represented. Voting at meetings of stockholders need not be by written ballot.

(c)        Every stockholder entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more Persons authorized to act for such stockholder by proxy. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Company generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or an executed new proxy bearing a later date.

Section 3.8         Meetings by Remote Communications. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (x) the Board of Directors shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (y) the Board of Directors shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (z) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Company.

Section 3.9         Action by Stockholders by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders entitled to vote on such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, any such consent must be delivered to the Company in accordance with Section 228(d) of the DGCL. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. The Company shall provide written notice (which may be given by electronic transmission in accordance with Section 232 of the DGCL) to all stockholders promptly following the taking of a corporate action without a meeting by less than unanimous consent. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Article IV
DIRECTORS

Section 4.1         Powers. 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 authorities these Bylaws expressly confer upon it, the Board of Directors may exercise all such powers of the Company and do all such lawful acts and things as are not by law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement required to be exercised or done by the stockholders.

Section 4.2         Number; Election; Term. The Board of Directors shall consist of not less than one (1) and not more than seven (7) directors, the number to be fixed in accordance with the terms and conditions set forth in the Stockholders’ Agreement (including Article II thereof); provided, that, upon the occurrence of a Next Gen Radio Approval Event, the Board of Directors shall consist of not less than one (1) and not more than five (5) directors, the number to be fixed in accordance with the terms and conditions set forth in the Stockholders’ Agreement (including Article II thereof); provided, further, that, following the occurrence of a Next Gen Radio Approval Event, so long as Next Gen Radio together with its Affiliates and Permitted Transferees beneficially owns a majority of either the (i) outstanding Class A Common Stock or (ii) outstanding Common Stock, Next Gen Radio shall be entitled to set the number of directors constituting the full Board in its sole discretion, which shall consist of either three (3) or five (5) directors. The composition of the Board of Directors shall at all times be in accordance with the terms and conditions set forth in the Stockholders’ Agreement (including Article II thereof). All members of the Board of Directors must be qualified under the Communications Laws to hold attributable interests (as such term is used in the Communications Laws) in the Company. Each director shall hold office until the next annual meeting of stockholders (or written consent of stockholders in lieu thereof) and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal. Directors need not be stockholders of the Company or residents of the State of Delaware.

Section 4.3         Vacancies and Newly Created Directorships. Unless otherwise required by law, and subject to the rights of holders of any series of Preferred Stock to elect directors to the extent set forth in a Certificate of Designation, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, may be filled in accordance with the terms and conditions set forth in the Stockholders’ Agreement (including Article II thereof) or, to the extent the Stockholders’ Agreement does not so provide or is no longer in effect, by the unanimous approval of all of the directors then in office. Any director so chosen shall hold office until the next election of directors and until his or her successor shall have been duly elected and qualified. Other than in connection with the formation of the Subsequent Board in accordance with Sections 2.2 and 2.3 of the Stockholders’ Agreement, no decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 4.4         Resignations . Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairperson of the Board or the Secretary. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.5         Regular Meetings. Meetings of the Board of Directors will be held at the principal office of the Company or at such other place as may be determined by the Board of Directors. Business at meetings of the Board of Directors may be conducted once a quorum is present (as determined by Section 4.9). Regular meetings of the Board of Directors will be held on such dates and at such times as will be determined by the Board of Directors.

Section 4.6         Weekly Management Meetings. Beginning on the date of these Bylaws until the Board of Directors adopts a resolution otherwise at a duly called meeting of the Board of Directors, the Board of Directors shall meet with the Company’s management team on a weekly basis for the management team to present the operations and financial results of the Company to the Board of Directors, in a form reasonably acceptable to the Board of Directors; provided, that, the Chairperson of the Board shall have the authority (in his or her sole discretion) to cancel any such meeting upon at least twenty-four (24) hours’ notice; provided, further, that any member of management team’s failure to attend any such meeting due to a scheduling conflict or otherwise shall not constitute a breach of any employment obligation to the Company or any other obligation of such Person contained in these Bylaws, the Certificate of Incorporation, or any other such agreement. During such weekly management meetings, the Board of Directors shall consider and assist the management team with strategic decisions concerning the direction of the business of the Company. Such weekly management meetings shall not constitute meetings of the Board of Directors as contemplated in Section 4.5 and Section 4.7 through Section 4.9 (and therefore may not solicit votes from directors); provided, however, that at least one (1) Next Gen Radio Director or Next Gen Radio Subsequent Director, as applicable, shall be present at each weekly management meeting.

Section 4.7         Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairperson of the Board. Notice of each special meeting of the Board of Directors stating the date, place and time of such meeting will be given to each director by hand, telephone, email, overnight courier or the United States mail at least twenty-four (24) hours prior to such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except as otherwise required by applicable law. Notice may be waived before or after a meeting or by attendance without protest at such meeting. The actions taken by the Board of Directors at any meeting (as opposed to by written consent), however called and noticed, will be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the directors as to whom it was improperly held sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. In the event that a special meeting of the Board of Directors is called to discuss and deliberate on the performance of the Chief Executive Officer, notice of such meeting shall be provided to all directors pursuant to this Section 4.7; provided, however, that the Board of Directors may (x) meet in an executive session that excludes the Chief Executive Officer, or (y) delegate any such matters to a committee that excludes the Chief Executive Officer, and any action taken at any such meeting regarding the Chief Executive Officer’s employment, including the terms and conditions of such employment, or the termination thereof, shall be valid so long as a quorum is present (as determined by Section 4.9). The Board of Directors may adopt such other procedures governing meetings and the conduct of business at such meetings as the Board of Directors will deem appropriate.

Section 4.8         Remote Participation in Meetings. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can communicate with each other, and such participation shall constitute presence in person at such meeting.

Section 4.9         Quorum and Voting.

(a)        A majority of the directors then serving on the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided, that, notwithstanding the foregoing, (i) a quorum of the Board of Directors must include at least two (2) Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable, and (ii) the presence of any director is not required in order to constitute a quorum if the same director fails to attend two consecutive meetings of the Board of Directors that are duly called and duly noticed and cover the same subject matter. Except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement, the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors. The Chairperson of the Board or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

(b)       Notwithstanding anything herein to the contrary, if the CEO Director position is eliminated and the Initial Board is reduced to four (4) directors pursuant to Section 2.2(b) of the Stockholders’ Agreement, then, in accordance with Section 2.2(b) of the Stockholders’ Agreement and Section VI.4 of the Certificate of Incorporation, the Next Gen Radio Director who is not the Chairperson of the Board shall not vote on any matter upon which the Board of Directors may vote, 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), until the occurrence of a Next Gen Radio Approval Event; during such period, the requirement of clause (i) of Section 4.9(a) shall be satisfied by the presence of the Chairperson of the Board.

Section 4.10       Board of Directors Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation, these Bylaws, or the Stockholders’ Agreement, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting by unanimous written consent of the directors then serving on the Board of Directors or such committee thereof. After an action is taken, the consent or consents relating thereto shall be filed with the minutes or proceedings of the Board of Directors or committee in the same paper or electronic form as the minutes are maintained. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time determined upon the happening of an event), no later than sixty (60) days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

Section 4.11       Chairperson of the Board. The Chairperson of the Board shall preside at meetings of stockholders in accordance with Section 3.4(a) above and at meetings of directors and shall perform such other duties as the Board of Directors may from time to time determine. The election of the Chairperson of the Board shall be as set forth in the Stockholders’ Agreement.

Section 4.12       Rules and Regulations. The Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement for the conduct of its meetings and management of the affairs of the Company as the Board of Directors deems proper.

Section 4.13       Delegation. The Board of Directors may, from time to time, delegate to one or more Persons (including any committee, officer or agent) such authority and duties as the Board of Directors may deem advisable and which are commensurate with duties customarily delegated to such Person given such Person’s relationship with the Company (including as a committee, officer or agent); provided, that the Board of Directors may not delegate its general duties and responsibilities, without limitation or restriction, to any Person or group of Persons. Any delegation pursuant to this ‎Section 4.13 may be revoked at any time by the Board of Directors. Notwithstanding the foregoing, any delegation of authority or duties will not in any event reduce or limit the Board of Directors’ fiduciary duties to the Company and its stockholders.

Section 4.14       Removal of Directors. Subject to the Certificate of Incorporation and the Stockholders’ Agreement (including Section 2.4 thereof), any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the voting power of the shares of stock of the Company then entitled to vote at an election of directors; provided, that, for so long as the Stockholders’ Agreement remains in effect, a director designated by a stockholder or group of stockholders pursuant to the Stockholders’ Agreement may be removed only in accordance with the Stockholders’ Agreement (including Section 2.4 thereof).

Section 4.15       Information Rights of Directors. Each director shall have the right, to the fullest extent permitted by Section 220(d) of the DGCL and other applicable law, to examine the books and records of the Company and its Subsidiaries and to receive such information regarding the Company and its Subsidiaries as such director may reasonably request for a purpose reasonably related to his or her position as a director. Subject to applicable law and the confidentiality provisions of the Stockholders’ Agreement, a director designated by a stockholder pursuant to the Stockholders’ Agreement may share any such information with such stockholder and its Affiliates and their respective representatives.

Section 4.16       Interested Directors, Officers and Stockholders. Contracts, transactions and other acts between the Company or any of its Subsidiaries, on the one hand, and any director, officer or stockholder of the Company or any Affiliate of any of the foregoing, on the other hand, shall be governed by Section IX.5 of the Certificate of Incorporation and Section 144 of the DGCL, and, to the fullest extent permitted by law, the approval of any Related Party Transaction in accordance with the Stockholders’ Agreement shall be in addition to, and not in limitation of, any safe harbor or other protection available thereunder.

Article V
COMMITTEES

Section 5.1         Committees of the Board of Directors. Subject to the terms of the Stockholders’ Agreement, the Board of Directors may designate, by resolution passed by a majority of the whole Board of Directors (whether adopted at a duly held meeting at which a quorum is present or by unanimous written consent), one or more committees; provided, the designation of any committee shall be subject to the approval of at least two (2) Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable. The Board of Directors shall determine the number of directors constituting each such committee and the members thereof; provided, that the number of directors constituting each such committee and the members thereof shall be subject to the approval of at least two (2) Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable, and at least one (1) Next Gen Radio Director or Next Gen Radio Subsequent Director, as applicable, must serve on any committee of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Subject to the terms of the Stockholders’ Agreement, any such committee, to the extent permitted by law and as expressly provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; or (b) adopting, amending or repealing any bylaw of the Company.

Section 5.2         Meetings and Action of Committees. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors. Unless the Board of Directors provides otherwise by resolution, any committee of the Board of Directors may adopt, alter and repeal such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation, these Bylaws or the Stockholders’ Agreement for the conduct of its meetings as such committee may deem proper. Except as otherwise required by law, the Certificate of Incorporation, these Bylaws, or the Stockholders’ Agreement, in designating a committee, the Board of Directors shall determine the quorum and voting requirements and procedures for such committee; provided, that such requirements and procedures shall be subject to the approval of at least two (2) Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable. Unless otherwise determined by the Board of Directors in accordance with the preceding sentence, (a) a majority of the members of a committee then serving shall constitute a quorum for the transaction of business at any meeting of such committee; provided, that a quorum of any committee of the Board of Directors must include all Next Gen Radio Directors or Next Gen Radio Subsequent Directors, as applicable, that are members of the applicable committee, and (b) the affirmative vote of not less than two-thirds (2/3) of the members of such committee present at a duly held meeting at which a quorum is present shall be the act of the committee.

Article VI
OFFICERS

Section 6.1         Number. The officers of the Company shall be elected by the Board of Directors and may consist of a Chairperson of the Board, a chief executive officer (“Chief Executive Officer”), a president (“President”), one or more vice presidents (each a “Vice President”), a Secretary, a treasurer (“Treasurer”), and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable. Notwithstanding the foregoing, the Company shall at all times have a Secretary or another officer designated by the Board of Directors who shall have the duty to record the proceedings of the meetings of the stockholders and the Board of Directors.

Section 6.2         Election and Term of Office. The officers of the Company shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders (or action by written consent of the stockholders in lieu thereof) or as soon thereafter as conveniently may be. Each officer of the Company must be qualified under the Communications Laws to serve as an officer of the Company. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 6.3         Removal. Any officer or agent elected by the Board of Directors may be removed, with or without cause, by the Board of Directors whenever in its judgment the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 6.4         Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by the Board of Directors.

Section 6.5         Compensation. Compensation of all officers shall be fixed by the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Company.

Section 6.6         The Chairperson of the Board. The Chairperson of the Board, if one shall have been elected, shall be a member of the Board of Directors, may be an officer of the Company, and, if present, shall preside at each meeting of the Board of Directors or stockholders. He or she shall advise the Chief Executive Officer and all other officers of the Company, and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

Section 6.7         The Chief Executive Officer. The Chief Executive Officer, subject to the powers of the Board of Directors, shall have general charge of the business, affairs and property of the Company; and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or as may be provided in these Bylaws.

Section 6.8         President; Vice Presidents. The President shall, in the absence or disability of the Chief Executive Officer, act with all of the powers and be subject to all of the restrictions of the Chief Executive Officer. The President shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or these Bylaws may, from time to time, prescribe. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors shall, in the absence or disability of the President, act with all of the powers and be subject to all the restrictions of the President. The Vice Presidents shall also perform such other duties and have such other powers as the Board of Directors, the President or these Bylaws may, from time to time, prescribe.

Section 6.9         The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officer’s supervision, the Secretary shall give, or cause to be given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer or these Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Company. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or Secretary may, from time to time, prescribe.

Section 6.10       The Treasurer and Assistant Treasurer. The Treasurer shall (a) have the custody of the corporate funds and securities; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Company; (c) deposit all monies and other valuable effects in the name and to the credit of the Company as may be ordered by the Board of Directors; (d) cause the funds of the Company to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; (e) render to the Chief Executive Officer and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of the Company; and (f) have such powers and perform such duties as the Board of Directors, the Chief Executive Officer or these Bylaws may, from time to time, prescribe. If required by the Board of Directors, the Treasurer shall give the Company a bond (which shall be renewed every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration to the Company, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. The Assistant Treasurers shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President or Treasurer may, from time to time, prescribe.

Section 6.11       Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, which officers may include officers of any division of the Company, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

Section 6.12       Absence or Disability of Officers. In the case of the absence or disability of any officer of the Company and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

Article VII
CAPITAL STOCK

Section 7.1         Certificates of Stock. The shares of the Company shall not be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be certificated shares. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Company by any two (2) officers of the Company authorized by the Board of Directors to sign the certificate, including, without limitation, the Chief Executive Officer and Secretary, as well as the President, the Vice President, the Treasurer, or an Assistant Treasurer or Assistant Secretary, should the Board of Directors elect persons to hold such offices and delegate the requisite authority to such offices, certifying the number of shares owned by such holder in the Company. Any or all such signatures may be facsimiles or otherwise electronic signatures. In case any officer, transfer agent or registrar who has signed or whose facsimile or otherwise electronic signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 7.2         Transfers of Stock. Shares of the Company shall be transferable in the manner prescribed by applicable law, the Stockholders’ Agreement, the Certificate of Incorporation and in these Bylaws. Transfers of shares of stock of the Company shall be made only on the books of the Company upon authorization by the registered holder thereof or by such stockholder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, and, if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of any taxes thereon; provided, however, that the Company shall be entitled to recognize and enforce any lawful restriction on transfer. The Company shall not register, and shall not be required to recognize for any purpose, any transfer of shares made in violation of the Certificate of Incorporation or the Stockholders’ Agreement, and any such transfer shall be null and void ab initio to the extent provided therein.

Section 7.3         Lost Certificates. The Company may issue a new share certificate or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the Company a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.

Section 7.4         Registered Stockholders. The Company shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7.5         Record Date for Determining Stockholders.

(a)        In order that the Company may determine the stockholders entitled to notice of any meeting of stockholders or any adjourned meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjourned meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b)        In order that the Company may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c)        Unless otherwise restricted by the Certificate of Incorporation or the Stockholders’ Agreement, in order that the Company may determine the stockholders entitled to express consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken was delivered to the Company in accordance with Section 3.9. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action without a meeting, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7.6         Regulations. To the extent permitted by applicable law and the Stockholders’ Agreement, the Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Company.

Section 7.7         Restrictions under Communications Laws. Notwithstanding anything in these Bylaws to the contrary, any transfer of shares of the Company shall be subject to the stock transfer restrictions set forth in Article V of the Certificate of Incorporation and Article IV of the Stockholders’ Agreement, and under the Communications Laws, and each record or beneficial holder of any share of the Company, and each potential transferee of any such shares, shall be deemed to have notice of such restrictions. The Board of Directors may require any stockholder or proposed transferee to provide such information and certifications regarding such Person’s ownership, citizenship, control and attributable interests (as such term is used in the Communications Laws) as the Board of Directors may reasonably request in order to administer Article V of the Certificate of Incorporation, and the Company may decline to register any transfer, or to effect any conversion, of shares until such information and certifications have been provided.

Article VIII

INDEMNIFICATION

Section 8.1         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 the Certificate of Incorporation and these 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 the Certificate of Incorporation or these 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 8.2         Right to Advancement of Expenses.

(a)        In addition to the right to indemnification conferred in Section 8.1, 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 VIII or otherwise.

(b)        If a claim under Section 8.1 or Section 8.2 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 8.3         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 Article VIII 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 8.4         Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any law, the Certificate of Incorporation, these Bylaws, the Stockholders’ Agreement, any other agreement, vote of stockholders or disinterested directors, or otherwise.

Section 8.5         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 8.6         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 VIII 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 8.7         Nature of Rights. The rights conferred upon Indemnitees in this Article VIII 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 VIII 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 8.8         Settlement of Claims. Notwithstanding anything in this Article VIII to the contrary, the Company shall not be liable to indemnify any Indemnitee under this Article VIII for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, which consent shall not be unreasonably withheld.

Section 8.9         Subrogation. Except as otherwise provided in Article VIII, in the event of payment under this Article VIII, 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 8.10       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 Section 8.10, the Certificate of Incorporation, 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 Section 8.10, the Certificate of Incorporation, 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 8.10.

Section 8.11       Severability. If any provision or provisions of this Article VIII 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 VIII (including, without limitation, all portions of any paragraph of this Article VIII 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 VIII (including, without limitation, all portions of any paragraph of this Article VIII 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 VIII.

Article IX
GENERAL MATTERS

Section 9.1         Fiscal Year. The fiscal year of the Company shall begin on the first day of January of each year and end on the last day of December of the same year, or shall extend for such other twelve (12) consecutive months as the Board of Directors may designate.

Section 9.2         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 them 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 9.2 relieves any stockholder of its confidentiality obligations, including as set forth in the Stockholders’ Agreement. The renunciation set forth in this Section 9.2 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 9.2. Neither the alteration, amendment or repeal of this Section 9.2, nor the adoption of any provision of these Bylaws inconsistent with this Section 9.2, shall eliminate or reduce the effect of this Section 9.2 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 9.2, would accrue or arise, prior to such alteration, amendment, repeal or adoption.

Section 9.3         Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Company, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 9.4         Reliance upon Books, Reports and Records. Each director and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

Section 9.5         Subject to Law, Certificate of Incorporation and Stockholders’ Agreement. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation and applicable law. For so long as the Stockholders’ Agreement remains in effect, in the event of any conflict or inconsistency between these Bylaws and the Stockholders’ Agreement, the Company shall, to the fullest extent permitted by applicable law (including Section 122(18) of the DGCL) and the Certificate of Incorporation, act in accordance with the Stockholders’ Agreement, and the Board of Directors shall take all action necessary to amend these Bylaws to eliminate such conflict or inconsistency, subject to Section 10.1.

Section 9.6         Electronic Signatures. Except as otherwise required by the Certificate of Incorporation or these Bylaws (including, without limitation, as otherwise required by Section 3.9), any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Company may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Company may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. The terms “electronic mail,” “electronic mail address,” “electronic signature” and “electronic transmission” as used herein shall have the meanings ascribed thereto in the DGCL.

Section 9.7         Stockholders’ Agreement. Other than with respect to any defined terms in the Stockholders’ Agreement that are cross-referenced herein, any reference herein to the Stockholders’ Agreement will be disregarded upon termination of the Stockholders’ Agreement in accordance with its terms. In the event that the Company or any stockholders of the Company enter into a new stockholders’ agreement, subject to the terms of such new stockholders’ agreement, any reference herein to the Stockholders’ Agreement may be interpreted as reference to include such new stockholders’ agreement.

Section 9.8         Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at a meeting shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors or a committee of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

Section 9.9         Actions Requiring Majority Stockholder Approval. Notwithstanding anything to the contrary in these Bylaws, for so long as the Stockholders’ Agreement remains in effect, neither the Board of Directors nor any committee thereof nor any officer or agent of the Company shall cause or permit the Company or any of its Subsidiaries to take any action that requires Majority Stockholder Approval (or any other approval or consent of the stockholders or any of them) under the Stockholders’ Agreement unless such approval or consent has first been obtained in accordance with the Stockholders’ Agreement, and no officer or agent of the Company shall have authority to bind the Company with respect to any such action absent such approval or consent.

Article X
AMENDMENTS

Section 10.1       Amendments. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws; provided, that, for so long as the Stockholders’ Agreement remains in effect, the Board of Directors shall not adopt, amend or repeal any Bylaw without Majority Stockholder Approval to the extent required by the Stockholders’ Agreement (including Section 3.4(a) thereof). Unless otherwise restricted by the Certificate of Incorporation or the Stockholders’ Agreement, and 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 stockholders may make additional Bylaws and may adopt, amend or repeal any provision of these or any other Bylaws only with 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 (as defined in the Stockholders’ Agreement). Any adoption, amendment or repeal of these Bylaws shall also be subject to any separate class vote of the holders of Class B Common Stock (as defined in the Certificate of Incorporation) required by Section V.1(a)(ii) of the Certificate of Incorporation.

The foregoing Bylaws were adopted on October 16, 2026, pursuant to the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates, as confirmed by order of the United States Bankruptcy Court for the Southern District of Texas entered April 15, 2026, effective as of the effective time of the Certificate of Incorporation.