TEMPORARY RECEIPT -- EXCHANGEABLE FOR DEFINITIVE ENGRAVED RECEIPT WHEN READY FOR DELIVERY SALEM COMMUNICATIONS CLASS A CORPORATION CLASS A COMMON STOCK COMMON STOCK INCORPORATED UNDER THE LAWS OF DELAWARE CUSIP 794093 10 4 SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.01 OF SALEM COMMUNICATIONS CORPORATION transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless duly countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized Officers. Dated: Countersigned and Payor THE BANK OF NEW YORK Transfer Agent and Registrar By: JONATHAN L. BLOCK EDWARD G. ATSINGER AUTHORIZED SIGNATURE [SEAL] SECRETARY PRESIDENT SALEM COMMUNICATIONS CORPORATION The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof which the Corporation is authorized to issue and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request may be made to the Corporation or the Transfer Agent. The shares represented by this certificate are subject to restrictions under the Communications Act of 1934, as amended (the "Act"), relating to ownership by foreign nationals, foreign entities, foreign governments or representatives of the foregoing (an "Alien"). In addition, the amended and restated certificate of incorporation of the Corporation provides that the Board of Directors of the Corporation shall have all powers necessary to implement the Alien ownership restrictions of the Act. The following abbreviations, when used in the inscription on the face of this Certificate, shall be constituted as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian -------- -------- (Cust) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors Act JT TEN -- as joint tenants with right of survivorship and not as --------------------------------- tenants in common (State)
Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESSES, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- SHARES - ------------------------------------------------------------------------ of the Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney - ----------------------------------------------------------------------- to transfer the said Stock on the books of the within-named Corporation with full power of substitution in the premises. Dated: ------------------------- ------------------------------------------------ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED By: ------------------------------------------- THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17AD-15.