Urban One, Inc.

Offer to Exchange (the “Exchange Offer”) 7.375% Senior Secured Notes due 2028 (the “Existing Notes”)
for 7.625% Second Lien Senior Secured Notes due 2031 (the “Exchange Notes”) and Cash

and
Offer to Purchase (the “Tender Offer”) up to $185.0 Million 7.375% Senior Secured Notes due 2028 for up to $111.0 Million in Cash
and
Offer of Right to Subscribe to Purchase (the “Subscription Offer” and together with the Exchange Offer and the Tender Offer, the “Offers”) up to
$60.6 million 10.500% First Lien Senior Secured Notes due 2030 (the “New First Lien Notes” and together with the Exchange Notes, the “New Notes”)
and
Solicitation of Consents (the “Consent Solicitation”) to Amend the Indenture Governing the 7.375% Senior Secured Notes due 2028


November 14, 2025

To the holders, or representatives acting on behalf of a holder, of the Existing Notes:

If you are a holder, or a representative acting on behalf of a holder, of Existing Notes that is an Eligible Holder (as described below), please complete the letter titled “ELIGIBILITY FOR OFFERS AND CONSENT SOLICITATION” attached as Annex B hereto (the “Response Letter”) and return it to D.F. King & Co., Inc. (the “Exchange and Information Agent”) as instructed therein.

An “Eligible Holder” is a person who certifies that:
(i) if such holder is located in the United States, it is a “Qualified Institutional Buyer” that is acting for either its own account or accounts of certain Qualified Institutional Buyers;
OR
(ii) if such holder is located outside the United States, it is not a “U.S. person.”

The definitions of “Qualified Institutional Buyer,” and “U.S. person” are set forth in Annex A hereto.

This eligibility letter is neither an offer nor a solicitation of an offer with respect to the Existing Notes nor does this eligibility letter create any obligation whatsoever on the part of Urban One, Inc. (the “Company”) or any other person to make any offer to the recipient hereof to participate in the Offers or Consent Solicitation.

This eligibility letter does not constitute an offer of, or an invitation to participate in, the Offers or Consent Solicitation to any person in any jurisdiction in which it would be unlawful to make such offer or invitation under applicable securities laws or blue sky laws. Each Eligible Holder must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, exchanges, offers or sells New Notes or Existing Notes or possesses or distributes this eligibility letter and must obtain any consent, approval or permission required by it for the purchase, exchange, offer or sale by it of New Notes or Existing Notes, as the case may be, in connection with the Offers under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, exchanges, offers or sales in connection with the Offers, and neither the Company nor the Exchange and Information Agent or any of their representatives shall have any responsibility therefor.

The New Notes and the offering thereof have not and will not be registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

The Company has no obligation to register the New Notes for resale or to register the exchange of the Exchange Notes or the issuance of the New First Lien Notes under the Securities Act or the securities laws of any other jurisdiction.

IN ORDER TO BE ELIGIBLE TO RECEIVE MATERIALS RELATING TO THE OFFERS, ELIGIBLE HOLDERS MUST COMPLETE THE ATTACHED RESPONSE LETTER AND RETURN IT AS DIRECTED THEREIN.

PLEASE RETURN THE ATTACHED RESPONSE LETTER AS SOON AS POSSIBLE TO ALLOW SUFFICIENT TIME TO REVIEW THE CONFIDENTIAL OFFERING MEMORANDUM AND CONSENT SOLICITATION STATEMENT, PRIOR TO THE EXPIRATION TIME OF THE OFFERS.

Each Eligible Holder electing to participate in the Offers and Consent Solicitation must tender all of the Existing Notes it holds. Partial tenders of Existing Notes will not be accepted.

By returning the Response Letter to the Exchange and Information Agent and tendering Existing Notes pursuant to the Exchange Offer and/or Tender Offer, a tendering holder, or the beneficial holder of Existing Notes on behalf of which the registered holder has tendered Existing Notes, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the Offers generally, be deemed, among other things, to:

  • irrevocably sell, assign and transfer to, or upon the Company’s order or the order of the Company’s nominee, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, all Existing Notes tendered thereby, such that thereafter the holder shall have no contractual or other rights or claims in law or equity against any fiduciary, trustee, collateral agent, paying agent, transfer agent, registrar, fiscal agent or other person connected with the Existing Notes arising under, from or in connection with those Existing Notes;
  • waive any and all rights with respect to the Existing Notes tendered thereby, including, without limitation, any existing, continuing or past defaults and their consequences in respect of those Existing Notes;
  • release and discharge the Company, the guarantors of the Existing Notes, the trustee and collateral agent with respect to the indenture governing the Existing Notes (the “Existing Notes Indenture”) and the guarantors from any and all claims that the holder may have arising from or directly relating to the Existing Notes tendered thereby, the Existing Notes Indenture, any supplement to the Existing Notes Indenture contemplated by the transactions contemplated by the confidential offering memorandum and consent solicitation statement (the “Offering Memorandum”), the Security Documents (as defined in the Existing Notes Indenture) and the transactions contemplated by the Offering Memorandum, and in each case based on any act, omission, event, or other occurrence taking place on or before the settlement date of the Offers (the “Settlement Date”), other than accrued and unpaid interest on the Existing Notes accepted for exchange or purchase, as applicable, in the Exchange Offer and/or Tender Offer, if any, from the last interest payment date to, but not including, the Settlement Date or as otherwise expressly provided in the Offering Memorandum, or to participate in any redemption or defeasance of the Existing Notes tendered thereby; provided that nothing in this paragraph shall release or relieve any party from (a) any claim or liability for fraud, gross negligence or willful misconduct of such party, (b) any obligation of any party under the New Notes, the indentures governing the New Notes or the other documents related thereto (including any security documents), (c) any claim based on any act, omission, event or other occurrence taking place after the Settlement Date or (d) any claim for any preference, constructive or actual fraudulent transfer, any other avoidance claim under any applicable law, any breach of fiduciary duty or any other claim that does not arise from or directly relate to the Existing Notes, the Existing Notes Indenture, any supplement to the Existing Notes Indenture contemplated by the transactions contemplated by the Offering Memorandum, the Security Documents (as defined in the Existing Notes Indenture) or the transactions contemplated by the Offering Memorandum; and
  • direct the trustee and collateral agent with respect to the indenture governing the Existing Notes to amend the indenture governing the Existing Notes, terminate the existing intercreditor agreement with respect to the Existing Notes, take all action to release the liens on all of the collateral securing Existing Notes, release all collateral securing the Existing Notes and terminate all guarantees of the Existing Notes.

In addition, by tendering Existing Notes pursuant to the Exchange Offer and/or Tender Offer, an Eligible Holder will be deemed to have represented and warranted that:

  • it is the beneficial owner of, or a duly authorized representative of one or more beneficial owners of, the Existing Notes tendered thereby, and it has full power and authority to tender, sell, assign and transfer the Existing Notes tendered thereby;
  • the Existing Notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and the Company will acquire good, indefeasible and unencumbered title to those Existing Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when the Company accepts the same;
  • it will not sell, pledge, hypothecate or otherwise encumber or transfer any Existing Notes tendered thereby from the date of the tender, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect; and
  • the tender of Existing Notes shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions described or referred to in the confidential offering memorandum and consent solicitation statement.

Any custodial entity that holds the Eligible Holder’s Existing Notes, by delivering, or causing to be delivered, Existing Notes to the Exchange and Information Agent, is representing and warranting that the Eligible Holder, as owner of the Existing Notes, has represented, warranted and agreed to each of the above.

Each holder of Existing Notes that tenders Existing Notes pursuant to the Exchange Offer and/or Tender Offer and/or subscribes to purchase New First Lien Notes in the Subscription Offer will also be deemed to represent, warrant and agree to the terms described in the confidential offering memorandum and consent solicitation statement under “Transfer Restrictions.”

The Company retains the right to request any additional information and/or documentation from Eligible Holders tendering Existing Notes to consummate the Offers. In the event an Eligible Holder tenders its Existing Notes but does not deliver such additional requested documentation prior to the relevant dates specified by the Company, the Company reserves the right to not accept such Existing Notes, which could result in the rejection of all tenders of Existing Notes tendered and consents delivered by such Eligible Holder pursuant to the Offers and Consent Solicitation.

Questions about the Response Letter process may be directed to the Exchange and Information Agent at UONE@dfking.com, with a reference to “UONE” in the subject line.

Very truly yours,

Urban One, Inc.

I am an "Eligible Holder"

I am not an "Eligible Holder"

 



ANNEX A

“Qualified Institutional Buyer” means:

1.    Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(i) Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933 (the “Securities Act”);

(ii) Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(iii) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 or any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;

(iv) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(v) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(vi) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in clauses (iv) or (v) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(vii) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

(viii) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;

(ix) Any investment adviser registered under the Investment Advisers Act; and

(x) Any institutional accredited investor, as defined in Rule 501(a) under the Securities Act, of a type not listed in clauses (i) through (ix) above or any of the paragraphs (2) through (6) immediately below, including those entities formed for the purpose of acquiring securities being offered.

2.    Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

3.    Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction (as defined below) on behalf of a Qualified Institutional Buyer;

4.    Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. Family of investment companies means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(i) each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(ii) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

5.    Any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other Qualified Institutional Buyers; and

6.    Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

1.    In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

2.    The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section.

3.    In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

4.    Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional Buyer.

“U.S. person”, as defined in Rule 902 under the Securities Act, means:

1. Any natural person resident in the United States;

2. Any partnership or corporation organized or incorporated under the laws of the United States;

3. Any estate of which any executor or administrator is a U.S. person;

4.  Any trust of which any trustee is a U.S. person;

5. Any agency or branch of a foreign entity located in the United States;

6. Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

7. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

8. Any partnership or corporation if:

(a) Organized or incorporated under the laws of any foreign jurisdiction; and

(b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

1. Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

2. Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b) The estate is governed by foreign law;

3. Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

4. An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

5. Any agency or branch of a U.S. person located outside the United States if:

(a) The agency or branch operates for valid business reasons; and

(b) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

6. The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans and any other similar international organizations, their agencies, affiliates and pension plans.

The “United States” means United States of America, its territories and possession, any State of the United States, and the District of Columbia