AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of May 14, 2021 (this Amendment), to the Rights Agreement, dated as of May 19,
2020 (the Rights Agreement), between Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights
Agent). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
Company and the Rights Agent have executed and entered into the Rights Agreement;
WHEREAS, Section 27 of the Rights Agreement
provides, among other things, that the Company may, and the Rights Agent shall, from time to time supplement or amend the Rights Agreement without the approval of any holders of Rights Certificates to make any provisions with respect to the Rights
which the Company may deem necessary or desirable;
WHEREAS, to the knowledge of the Company, no Person has become an Acquiring Person;
WHEREAS, the Board of Directors of the Company has deemed it advisable and in the best interests of the Company and its stockholders to
amend certain provisions of the Rights Agreement as set forth herein; and
WHEREAS, pursuant to and in accordance with Section 27 of
the Rights Agreement, the Company desires to amend the Rights Agreement as set forth below.
NOW, THEREFORE, the parties hereto agree as
1. The definition of Final Expiration Date set forth in Section 1.21 of the Rights
Agreement is hereby amended and restated in its entirety as follows: Final Expiration Date means the Close of Business on April 15, 2022.
2. Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.
3. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, that all provisions regarding the rights, duties, liabilities and obligations
of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.
4. The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in
full force and effect.