ANNEX B

ELIGIBILITY FOR OFFERS AND CONSENT SOLICITATION

BOTH PAGES OF THIS RESPONSE LETTER MUST BE COMPLETED AND RETURNED EITHER BY
EMAIL OR ON-LINE, AS INSTRUCTED BELOW

To: Urban One, Inc.
c/o D.F. KING & CO., INC.
28 Liberty Street, 53rd Floor
New York, NY 10005
Facsimile: (212) 709-3328
Email: UONE@dfking.com, with a reference to “UONE” in the subject line

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 Holder’s 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 Company’s 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

7.375% Senior Secured Notes due 2028

Amount



DTC Participant Number

 


Rule 144A:
CUSIP No. 91705J AC9
ISIN US91705JAC99



Reg S:
CUSIP No. U9155T AB3
ISIN USU9155TAB36


 

The undersigned agrees
(1) not to copy or reproduce any part of any materials related to the Offers and Consent Solicitation (except as permitted therein) received in connection with any transaction the Company may undertake or has undertaken,
(2) not to distribute or disclose any part of such materials related to the Offers and Consent Solicitation or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned Holder on whose behalf the undersigned is acting and
(3) to notify the Company if any of the representations the undersigned makes in this Response Letter ceases to be correct.

       [Note: * denotes required fields]

By (Signature)*:         
Name of Signer*:         
Title (if applicable):         
Institution (if applicable):         
Address*:         
City/State/Zip Code*:        
Country:         
Telephone:         
E-Mail Address*:         

INSTRUCTIONS FOR THE RETURN OF YOUR RESPONSE LETTER:

1. Complete your Response Letter online; OR

2. Email a PDF scan of BOTH pages of the fully completed Response Letter to the Exchange and Information Agent at UONE@dfking.com, with a reference to “UONE” in the subject line. PLEASE PRINT CLEARLY!

3. Once your Response Letter has been reviewed and cleared by the Exchange and Information Agent, you will receive the confidential offering memorandum and consent solicitation statement from the Exchange and Information Agent by email.