STUART W. EPPERSON JR.
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints Christopher J. Henderson and Evan D. Masyr,
each acting individually, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, 5 and
13D as
necessary (including any amendments thereto) with respect to the
securities of Salem Media
Group, Inc., a Delaware corporation (the "Company"), with the United
States Securities and
Exchange Commission, any national securities exchanges and the
Company, as considered
necessary or advisable nuder Section 16(a) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder, as
amended from time to time (the "Exchange Act");
(2) seek or obtain, directly or through a designated person(s) as the
undersigned's
representative and on the undersigned's behalf, information on
transactions in the Company's
securities from any third party, including brokers, employee benefit
plan administrators and
trustees, and the undersigned hereby authorizes any such person to
release any such information to the undersigned and approves and
ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are
necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent
verification of such information;
(2) any documents prepared and/or executed by either such attorney-
in-fact on behalf of the undersigned pursuant to this Power of
Attorney will be in such form and will contain such information and
disclosure as such attorney-in-fact, in his or her discretion, deems
necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact or
representative
assumes (i) any liability for the undersigned's responsibility to
comply with the requirement of the Exchange Act, (ii) any liability
of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned
for profit disgorgement under Section 16(b) of the Exchange Act; and
( 4) this Power of Attorney does not relieve the undersigned from
responsibility for
compliance with the undersigned's obligations under the Exchange Act,
including without
limitation the reporting requirements under Section 16 of the
Exchange Act.
Stuart W. Epperson Jr.
Limited Power of Attorney Page 2 of 2
The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite,
necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Limited Power of
Attorney.
This Power of Attorney shall remain in full force and effect until
revoked by the
undersigned in a signed writing delivered to each such attorney-in-
fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 18th day of May, 2016.
/s/ Stuart W. Epperson Jr.
Stuart W. Epperson Jr.
STATE OF California
COUNTY OF Ventura
On this May 18, 2016, before me, Bethzaida C. Tuason, Notary Public,
personally
appeared Stuart W. Epperson Jr., who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to
the ??ithin instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person
acted, executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
/s/ Bethzaida C. Tuason
Notary Public