CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Stuart Rosenstein, certify that:
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| 1. | I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Townsquare Media, Inc.; |
and
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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| Dated: July 2, 2020 | | By: | /s/ Stuart Rosenstein |
| | | | Name: Stuart Rosenstein |
| | | | Title: Executive Vice President and Chief Financial Officer |
