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ANNEX B ELIGIBILITY FOR OFFERS AND CONSENT SOLICITATION
BOTH PAGES OF THIS RESPONSE LETTER MUST BE COMPLETED AND RETURNED EITHER BY |
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To:
Urban One, Inc.
Ladies and Gentlemen: The undersigned acknowledges receipt of your Eligibility Letter dated November 14, 2025 (the Letter). Capitalized terms used and not defined herein shall have the meanings set forth in the Letter. The undersigned hereby represents and warrants to Urban Once, Inc. (the Company) as follows: i. it is the beneficial owner (a Holder), or is acting on behalf of a Holder, of the 7.375% Senior Secured Notes due 2028 (CUSIPs: 91705J AC9 (Rule 144A) and U9155T AB3 (Reg S)) issued by the Company (the Existing Notes) in the amount(s) set forth on the signature page hereto; and ii. it is, or in the event that the undersigned is acting on behalf of a Holder of Existing Notes, the undersigned has received a written certification from a Holder (1) dated as of a specific date on or since the close of such Holders most recent fiscal year and (2) as of November 14, 2025, that such Holder is (check all options that apply): a Qualified Institutional Buyer, as defined in the Letter, as such term is defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act); or a person that is outside of the United States and is not a U.S. Person, as those terms are defined in Rule 902 of Regulation S under the Securities Act. The undersigned understands that it is providing the information contained in this Response Letter to the Company solely for purposes of the Companys consideration of a transaction with respect to the Existing Notes and/or the New Notes. It does not create any obligations whatsoever on the part of the Company to make any offer or on the part of the undersigned to participate if an offer is made. The undersigned understands and agrees that if it elects to participate in the Offers and Consent Solicitation it must tender all of the Existing Notes it holds. The undersigned understands that partial tenders of Existing Notes will not be accepted. The undersigned understands that the Company retains the right to request any additional documentation from Holders tendering Existing Notes to consummate the Offers. In the event a Holder tenders its Existing Notes but does not deliver such additional requested information or documentation, prior to the relevant date as 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 the Existing Notes tendered and consents delivered by such Holder pursuant to the Offers and Consent Solicitation. AGGREGATE PRINCIPAL AMOUNT OF THE EXISTING NOTES HELD BY SIGNATORY
The undersigned agrees
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