On June 5, 2017, the Board of Directors (the Board) of Cumulus
Media Inc. (the Company) declared a dividend of one preferred
share purchase right (a Right), payable on June 15, 2017, for
each share of Class A Common Stock, par value $0.01 per share
(the Common Shares), of the Company outstanding on June 15, 2017
(the Record Date) to the stockholders of record on that date. In
connection with the distribution of the Rights, the Company
entered into a Rights Agreement (the Rights Agreement), dated as
of June 5, 2017, between the Company and Computershare Trust
Company, N.A., as Rights Agent. Each Right entitles the
registered holder to purchase from the Company one one-thousandth
of a share of Series R Preferred Stock, par value $0.01 per share
(the Preferred Shares), of the Company at a price of $2.50 per
one one-thousandth of a Preferred Share represented by a Right
(the Purchase Price), subject to adjustment.

The Rights Agreement is designed to protect the Companys
substantial net operating loss carryforwards in order to preserve
the Companys long-term value and maintain the integrity of the
Companys ongoing restructuring process. The Rights Agreement is
also intended to promote the fair and equal treatment of all
stockholders of the Company and to ensure that the Board remains
in the best position to discharge its fiduciary duties. The
Rights Agreement is not intended to prevent any action that the
Board determines to be in the best interests of the Company and
is not being adopted in response to any specific action or
proposal.

The Rights will initially trade with the Companys Class A common
stock and will generally become exercisable only if any person
(or any persons acting in concert or as a group) acquires a
voting or economic position in 4.99% or more of the Companys
outstanding Class A common stock. If the Rights become
exercisable, all holders of Rights (other than any triggering
person) will be entitled to acquire shares of Class A common
stock at a 50% discount or the Company may exchange each Right
held by such holders for one share of Class A common stock. Under
the Rights Agreement, any person that currently owns more than
4.99% of the Companys outstanding Class A common stock may
continue to own its shares of Class A common stock but may not
acquire a voting or economic interest in any additional shares of
Class A common stock without triggering the Rights Agreement.

The Rights are in all respects subject to and governed by the
provisions of the Rights Agreement. The following description of
the Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Rights Agreement, which is attached hereto as Exhibit 4.1 and
incorporated herein by reference.

Distribution Date; Exercisability; Expiration

Initially, the Rights will be attached to all Common Share
certificates and no separate certificates evidencing the Rights
(Right Certificates) will be issued. Until the Distribution Date
(as defined below), the Rights will be transferred with and only
with the Common Shares. As long as the Rights are attached to the
Common Shares, the Company will issue one Right with each new
Common Share so that all such shares will have Rights attached.

The Rights will separate and begin trading separately from the
Common Shares on the earlier to occur of (i) the Close of
Business (as such term is defined in the Rights Agreement) on the
twentieth calendar day following a public announcement, or the
public disclosure of facts indicating, that a Person (as such
term is defined in the Rights Agreement), group of affiliated or
associated Persons or any other Person with whom such Person is
Acting In Concert (as defined below) has acquired Beneficial
Ownership (as defined below) of 4.99% or more of the outstanding
Common Shares (an Acquiring Person) (or, in the event an exchange
is effected in accordance with Section 24 of the Rights Agreement
and the Board determines that a later date is advisable, then
such later date) or (ii) the Close of Business on the tenth
Business Day (as such term is defined in the Rights Agreement)
(or such later date as may be determined by action of the Board
of Directors prior to such time as any Person becomes an
Acquiring Person) following the commencement of a tender offer or
exchange offer the consummation of which would result in the
Beneficial Ownership by a Person or group of 4.99% or more of the
outstanding Common Shares (the earlier of such dates, the
Distribution Date). As soon as practicable after the Distribution
Date, unless the Rights are recorded in book-entry or other
uncertificated form, the Company will prepare and cause the Right
Certificates to be sent to each record holder of Common Shares as
of the Close of Business on the Distribution Date.

An Acquiring Person will not include (i) the Company, (ii) any
Subsidiary (as such term is defined in the Rights Agreement) of
the Company, (iii) any employee benefit plan of the Company or of
any Subsidiary of the Company, (iv) any entity holding Common
Shares for or to the terms of any such employee benefit plan or
(v) any Person who or which, at the time of the first public
announcement of the Rights Agreement, is a Beneficial Owner of
4.99% or more of the Common Shares then outstanding (a
Grandfathered Stockholder). However, if a Grandfathered
Stockholder becomes, after such time, the Beneficial Owner of any
additional Common Shares then such Grandfathered Stockholder
shall be deemed to be an Acquiring Person unless, upon such
acquisition of Beneficial Ownership of additional Common Shares,
such person is not the

Beneficial Owner of 4.99% or more of the Common Shares then
outstanding. In addition, upon the first decrease of a
Grandfathered Stockholders Beneficial Ownership below 4.99%, such
Grandfathered Stockholder will cease to be a Grandfathered
Stockholder. In the event that after the time of the first public
announcement of the Rights Agreement, any agreement, arrangement
or understanding to which any Grandfathered Stockholder is deemed
to be the Beneficial Owner of Common Shares expires, terminates
or no longer confers any benefit to or imposes any obligation on
the Grandfathered Stockholder, any direct or indirect
replacement, extension or substitution of such agreement,

arrangement or understanding with respect to the same or
different Common Shares that confers Beneficial Ownership of
Common Shares shall be considered the acquisition of Beneficial
Ownership of additional Common Shares by the Grandfathered
Stockholder and render such Grandfathered Stockholder an
Acquiring Person for purposes of the Rights Agreement unless,
upon such acquisition of Beneficial Ownership of additional
Common Shares, such person is not the Beneficial Owner of 4.99%
or more of the Common Shares then outstanding.

Beneficial Ownership is defined in the Rights Agreement to
include any securities that a Person or any of such Persons
Affiliates or Associates (as such terms are defined in the Rights
Agreement) (a) would be deemed to actually or constructively own
for purposes of Section 382 of the Code or the Treasury
Regulations promulgated thereunder (as each such term is defined
in the Rights Agreement) (b) beneficially owns, directly or
indirectly, within the meaning of Rules 13d-3 or 13d-5
promulgated under the Exchange Act, (c) has the right to acquire
or vote to any agreement, arrangement or understanding (except
under limited circumstances), (d) which are directly or
indirectly beneficially owned by any other Person with which such
Person has any agreement, arrangement or understanding for the
purpose of acquiring, holding or voting such securities, or
obtaining, changing or influencing control of the Company, or
with whom such Person is Acting in Concert (as defined below) or
(e) in respect of which such Person has a Derivative Position (as
such term is defined in the Rights Agreement).

The Rights Agreement provides that a Person shall be deemed to be
Acting in Concert with another Person if such Person knowingly
acts (whether or not to an express agreement, arrangement or
understanding) in concert or in parallel with such other Person,
or towards a common goal with such other Person, relating to (i)
acquiring, holding, voting or disposing of voting securities of
the Company or (ii) changing or influencing the control of the
Company or in connection with or as a participant in any
transaction having that purpose or effect, where (A) each Person
is conscious of the other Persons conduct or intent and this
awareness is an element in their decision-making processes and
(B) at least one additional factor supports a determination by
the Board of Directors that such Persons intended to act in
concert or in parallel. A Person who is Acting in Concert with
another Person shall also be deemed to be Acting in Concert with
any third Person who is also Acting in Concert with such other
Person.

The Rights are not exercisable until the Distribution Date. The
Rights will expire on the Close of Business on June 4, 2018 (the
Final Expiration Date). The Rights Agreement may also be
terminated, or the rights may be redeemed, prior to the scheduled
expiration of the Rights Agreement under certain other
circumstances.

Exempt Persons and Transactions

The Board may, in its sole and absolute discretion, determine
that a Person is exempt from the Rights Agreement (an Exempt
Person). Any Person will cease to be an Exempt Person if the
Board makes a contrary determination with respect to such Person
regardless of the reason therefor. In addition, the Board may, in
its sole and absolute discretion, exempt any transaction from
triggering the Rights Agreement.

Flip-in Event

If a Person or group becomes an Acquiring Person at any time
after the date of the Rights Agreement (with certain limited
exceptions), the Rights will become exercisable for Common Shares
(or, in certain circumstances, Preferred Shares or other similar
securities of the Company) having a value equal to two times the
exercise price of the Right. From and after the announcement that
any Person has become an Acquiring Person, if the Rights
evidenced by a Right Certificate are or were acquired or
beneficially owned by an Acquiring Person or any Associate or
Affiliate of an Acquiring Person or any other Person with whom
such Person is Acting in Concert, such Rights shall become void,
and any holder of such Rights shall thereafter have no right to
exercise such Rights. If the Board of Directors so elects, the
Company shall deliver upon payment of the exercise price of a
Right an amount of cash or securities equivalent in value to the
Common Shares issuable upon exercise of a Right.

Exchange

At any time after any Person becomes an Acquiring Person and
prior to the acquisition by any Person or group of a majority of
the outstanding Common Shares, the Board of Directors may
exchange the Rights (other than Rights owned by

such Person or group which have become void), in whole or in
part, at an exchange ratio of one Common Share per Right (subject
to adjustment). The Company may issue, transfer or deposit such
Common Shares (or other property as permitted under the Rights
Agreement) to or into a trust or other entity created upon such
terms as the Board of Directors may determine and may direct that
all holders of Rights receive such Common Shares or other
property only from the trust. In the event the Board of Directors
determines, before the Distribution Date, to effect an exchange,
the Board of Directors may delay the occurrence of the
Distribution Date to such time as it deems advisable.

Flip-over Event

If, at any time after a Person becomes an Acquiring Person, (i)
the Company consolidates with, or merges with and into, any other
Person; (ii) any Person consolidates with the Company, or merges
with and into the Company, and the Company is the continuing or
surviving corporation of such merger and, in connection with such
merger, all or part of the Common Shares are or will be changed
into or exchanged for stock or other securities of any other
Person (or the Company) or cash or any other property; or (iii)
50% or more of the Companys consolidated assets or Earning Power
(as defined in the Rights Agreement) are sold, then proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof
at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time
of such transaction will have a market value of two times the
exercise price of the Right.

Redemption

At any time prior to the time any Person becomes an Acquiring
Person, the Board of Directors may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right (the Redemption
Price). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.

Amendment

The terms of the Rights may be amended by the Board of Directors
without the consent of the holders of the Rights, except that
from and after such time as any Person becomes an Acquiring
Person no such amendment may adversely affect the interests of
the holders of the Rights (other than the Acquiring Person and
its Affiliates and Associates and any other Person with whom such
Person is Acting in Concert).

Preferred Stock Rights

Each Preferred Share will entitle the holder thereof to the same
dividends and liquidation rights as if the holder held one Common
Share and will be treated the same as a Common Share in the event
of a merger, consolidation or other share exchange.

Rights of Holders

Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company in respect of such
Right, including, without limitation, the right to vote or to
receive dividends.

Item 3.03. Material Modifications to Rights of Security Holders.

The information set forth in Items 1.01 and 5.03 of this Current
Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, on June
5, 2017, the Company filed a Certificate of Designations of
Series R Preferred Stock with the Secretary of State of the State
of Delaware. A copy of the Certificate of Designations of Series
R Preferred Stock is attached hereto as Exhibit 3.1 and
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.