REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of January 7, 2002 by and
between Regent Communications, Inc., a Delaware corporation, ("Regent" or the "Company") and Abbeville
Broadcasting Service, Inc., a Louisiana corporation, (the "Investor").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Amendment No. 1 to Purchase and Sale Agreement dated as of December
7, 2001 (the "Amendment") by and among Regent Broadcasting of Lafayette, Inc., Regent Communications,
Inc., Thomas R. Galloway, Sr. and the Investor, the Investor has acquired 21,583 shares of Common Stock of
Regent, which shares are currently held in escrow pursuant to an Indemnification Escrow Agreement of even
WHEREAS, this Agreement is being entered into as contemplated by the Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Certain capitalized terms used herein are defined in Appendix A hereto.
2. Piggyback Registrations.
a. Right to Piggyback. At any time following the consummation of the Transactions, if the Company proposes to
register any Common Stock in a Qualified Offering and the registration form to be used in such Qualified Offering
also may be used for the registration of Registrable Securities, the Company will give written notice to the
Holders of Registrable Securities, of the Company's intention to effect such registration as soon as practicable
(but in no event less than 30 days before the anticipated filing date of the Company's registration statement with
the SEC). Subject to subparagraph 1(b) below, the Company will include in such registration all Registrable
Securities with respect to which the Company has received from the Holders written requests for inclusion therein
within 20 days after the date on which the Company sends the Piggyback Notice t