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URBAN TV NETWORK CORP.

CONFIDENTIALITY AGREEMENT

Ladies and Gentlemen:

and or (“you”) and Urban TV Network Corp. (“we” or “us” or “URBT”) are entering into this letter agreement (this “Letter Agreement”) in connection with the parties’ consideration of a possible mutually negotiated transaction between the parties or one or more of the parties’ respective Affiliates (as defined below) involving the businesses operated by us which are collectively referred to as “Project Black a 190 billion dollar transaction” (such possible transaction, the “Potential Transaction”). In connection therewith, each party (in such capacity, the “Disclosing Party”) will provide the other party (in such capacity, the “Receiving Party”) access to certain financial and other information concerning the Disclosing Party and one or more of its Affiliates, which information, whether provided before, on or after the date of this Letter Agreement, whether written or oral, electronic or visual, and regardless of the manner or form in which it is provided, together with those portions of any notes, memoranda, summaries, analyses, compilations, forecasts, studies, interpretations or other documents prepared by the Receiving Party or its Representatives (as defined below) based on, containing, derived from or otherwise reflecting such information (collectively, “Evaluation Material”). The term “Evaluation Material” does not include information that (i) is or becomes generally available to the public other than (a) as a result of a disclosure, in violation of this Letter Agreement, by the Receiving Party or any of its Representatives or (b) in violation of a confidentiality obligation owed to the Disclosing Party or any of its Affiliates that is known (after reasonable investigation) to the Receiving Party or any of its Representatives, (ii) is or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source that is not known by the Receiving Party or any of its Representatives (after reasonable investigation) to be bound by any confidentiality obligation with respect thereto, (iii) was known to the Receiving Party prior to its disclosure or (iv) the Receiving Party can demonstrate was independently developed by the Receiving Party without the benefit of, reliance upon or reference to any Evaluation Material.

As used herein: (i) the term “Person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership or other legal or business entity or any individual; (ii) the term “Representatives” means, with respect to a party, such party’s directors, officers, managers, employees, subsidiaries and representatives, including, but not limited to, its auditors, legal advisors, financial advisors, accountants and consultants (but, for clarity, with respect to the Receiving Party’s Representatives, only those individuals who directly or indirectly receive or obtain access to Evaluation Material or Transaction Information (as defined below) from the Receiving Party or on its behalf, or assist the Receiving Party in connection with the Potential Transaction); and (iii) the term “Affiliate” means, with respect to each party, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such party; provided that with respect to us, “Affiliate” means any Person that is controlled, directly or indirectly, by Urban TV Network Corp., where “control” and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

As a condition to such access to Evaluation Material, each party agrees as follows:

Confidentiality and Non-Use. The Receiving Party shall (a) use the Evaluation Material solely for the purpose of evaluating, negotiating and reviewing the Potential Transaction and not for any other purpose, and (b) except to the extent permitted by Paragraph 3, keep such Evaluation Material strictly confidential, except that the Receiving Party may disclose Evaluation Material to its Representatives who need to know such information for the purpose of assisting the Receiving Party in evaluating, negotiating and reviewing the Potential Transaction. The Receiving Party shall instruct its Representatives that the Evaluation Material is confidential and that by receiving such information they are agreeing to be bound by the terms of this Letter Agreement applicable to Representatives and to use the Evaluation Material solely for the purposes described herein. Without the Disclosing Party’s prior written consent, the Receiving Party will not, and the Receiving Party will instruct its Representatives not to, disclose any Evaluation Material, in whole or in part, except to the extent permitted by this Paragraph 1 and Paragraph 3. The Receiving Party shall be responsible for any breach of the applicable terms of this Letter Agreement by any of its Representatives.
Transaction Information. Except to the extent permitted by Paragraph 3, or as is or becomes generally available to the public due to a public disclosure by us, the Receiving Party shall not, and the Receiving Party shall instruct its Representatives not to, disclose to any Person (other than its Representatives who need to know) the fact that the Receiving Party or any of its Representatives has received Evaluation Material, or that the Receiving Party or any of its Representatives has requested that any Evaluation Material be made available, that discussions or negotiations are taking place or have recently taken place concerning the Potential Transaction, that we are considering or pursuing the Potential Transaction, or any of the terms, conditions or other circumstances with respect to the Potential Transaction, including the status thereof or the existence or contents of this Letter Agreement (such information, collectively, “Transaction Information”).
Required Disclosure. In the event that the Receiving Party or any of its Representatives is required by applicable law, rule or regulation, or legal, regulatory, or judicial order, process or proceeding, or by the rules of any recognized stock exchange, to disclose any Evaluation Material, the disclosure of which is restricted by the terms of this Letter Agreement, the Receiving Party or its Representatives, as applicable, shall (to the extent not prohibited by applicable law, rule or regulation) provide prompt written notice of such requirement to the Disclosing Party, and reasonably cooperate with any attempt by the Disclosing Party to seek, at the Disclosing Party’s sole expense, an appropriate protective order or other appropriate remedy. If, in the absence of a protective order, the Receiving Party or any of its Representatives is nonetheless, in the opinion of the Receiving Party’s outside counsel or outside counsel of such Representative, required by applicable law, rule or regulation, or judicial order, process or proceeding, or by the rules of any recognized stock exchange, to disclose Evaluation Material, disclosure may be made, without any liability hereunder, only as to that portion of such Evaluation Material that the Receiving Party is advised by its outside counsel is legally required to be disclosed. The Receiving Party and its Representatives shall use reasonable efforts to obtain assurance that confidential treatment will be accorded the disclosed Evaluation Material and shall not oppose any action by the Disclosing Party to obtain such assurance. Notwithstanding the foregoing, any Evaluation Material may be disclosed by the Receiving Party and its Representatives pursuant to an ordinary course examination by a governmental, regulatory or self-regulatory organization so long as it is not specifically directed at or in respect of the Disclosing Party, Project Black, the Potential Transaction, or the Evaluation Material.
Ownership. All Evaluation Material is and will remain the property of the Disclosing Party, and the disclosure to the Receiving Party or its Representatives shall not confer any rights (including any intellectual property rights) with respect to such Evaluation Material, other than limited use rights specifically set forth in this Letter Agreement.
Return of Evaluation Material. Except to the extent the Receiving Party is advised by its outside counsel that such action is prohibited by applicable law, rule or regulation, as soon as practicable after the Disclosing Party so requests, the Receiving Party and its Representatives shall immediately cease using the Evaluation Material, and shall, as soon as practicable after the Disclosing Party’s request (a) return or destroy (at the Disclosing Party’s option) all tangible copies of documents provided by or on behalf of the Disclosing Party, and (b) destroy all electronically stored Evaluation Material in the Receiving Party’s and its Representatives’ possession, and a duly authorized executive of the Receiving Party shall certify to the Disclosing Party in writing such return and/or destruction; provided, however, that the Receiving Party and each of its Representatives shall be entitled to retain one copy of any computer records and files containing any Evaluation Material in order to comply with applicable legal or regulatory requirements or that have been created pursuant to the Disclosing Party’s or its Representatives’ automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. All Evaluation Material that is not returned or destroyed shall remain subject to the confidentiality obligations and use restrictions set forth herein for the term of this Letter Agreement.
No Representations; No Commitments. Except as may be provided in a definitive agreement executed and delivered in connection with the Potential Transaction, (a) neither the Disclosing Party nor any of its Affiliates or any of its or their respective Representatives make any representation or warranty (whether express or implied) as to any of the Evaluation Material, including the accuracy, fitness or completeness thereof, and (b) neither the Disclosing Party nor any of its Affiliates or any of its or their respective Representatives will have any liability to the Receiving Party or any of its Representatives as a result of, and neither the Receiving Party nor any of its Representatives will rely on, any Evaluation Material. Each party acknowledges and agrees that unless and until a written definitive agreement has been duly executed and delivered by all parties thereto, neither party nor any of its respective Representatives has any obligation of any kind with respect to any transaction (including the Potential Transaction), whether by virtue of this Letter Agreement or any other written or oral expression with respect to the Potential Transaction (including any written or oral bid made by you or us) or otherwise. However, nothing in this Paragraph 6 shall prohibit the enforcement of any binding terms of any written definitive agreement between the parties entered into after the date of this Letter Agreemen
Process and Communications. Without limiting the foregoing, you acknowledge and agree that (a) we are free to conduct the processes and procedures in connection with the Potential Transaction or any transaction involving Project Black as we, in our sole discretion, may determine (including, without limitation, by negotiating with any prospective buyer and entering into a preliminary or definitive agreement without prior notice to you or any other Person), (b) we reserve the right, in our sole discretion, to change any process or procedure relating to any such transaction(s) at any time without prior notice to you or any other Person, (c) we reserve the right, in our sole discretion, to reject any and all proposals made by you or any of your Representatives with respect to the Potential Transaction, to cease providing Evaluation Material to you or your Representatives, or to terminate discussions and negotiations with you and your Representatives at any time and for any reason, and (d) you and your Representatives shall have no claims whatsoever against us or our Representatives arising out of or relating to the foregoing, and we and our Representatives shall have no liability or obligation to you or your Representatives arising out of or relating to the foregoing. Except as otherwise expressly authorized in writing by us, all communications regarding the Potential Transaction, including any (i) requests for additional information, (ii) requests for site visits or management meetings, or (iii) discussions or questions regarding process or procedures, will be submitted or directed only to Urban TV Network Corp, Joseph Collins, Jr., JosephCollins@URBT.com. Further, each party understands that knowledge of the Potential Transaction is limited to certain of the other party’s employees, officers, directors, managers and advisors, and each party agrees not to (and will instruct its respective Representatives not to) contact any of the other party’s or its Affiliates’ respective employees, officers, directors, managers, advisors, customers, suppliers, or other commercial relations regarding the Potential Transaction without the prior written consent of such other party; provided that nothing herein shall prevent either party or any of its respective Representatives from making contacts in the ordinary course of business that are unrelated to such other party, the Evaluation Material, or the Potential Transaction.
Non-Solicitation. So long as a Potential Transaction is not consummated, you agree that, from the date of this Letter Agreement until the later of (i) twenty-four (24) months following the date of this Letter Agreement and (ii) twelve (12) months from the date the Potential Transaction is consummated, without our prior written consent, you shall not, and you shall not permit any of your Affiliates or Representatives to, directly or indirectly, solicit for employment, or employ, (a) any employee of Urban TV Network Corp. with whom you have contact in connection with your evaluation, negotiation and review of the Potential Transaction, (b) all employees of Project Black having a title of senior vice president or above, or (c) any employee listed on Exhibit A attached hereto; provided that this provision shall not prohibit you or any of your Affiliates, or any of your or their respective Representatives from (i) soliciting or hiring any such employee whose employment with us or our applicable Affiliate has been involuntarily terminated, or (ii) engaging in generalized searches for employees by use of advertisements in the media (including, without limitation, trade media) or by engaging search firms, so long as such general searches are not specifically targeted at such employees.
Co-Bidding; Limitations on Financing Sources. You hereby represent and warrant that (a) you are not acting as a broker for or representative of any other Person in connection with the Potential Transaction, and are considering the Potential Transaction only for your own account and for the account of your Affiliates, and (b) neither you nor any of your Representatives have entered into, any agreement, arrangement or understanding (whether written or oral) that would, directly or indirectly, restrict the ability of any Person to provide financing (debt, equity or otherwise) to any other Person in connection with a transaction involving Project Black (including the Potential Transaction). Except with our prior written consent, you agree that: (i) neither you nor any of your Affiliates will act as a joint bidder or co-bidder with any other Person with respect to any transaction involving Project Black (including the Potential Transaction), (ii) neither you nor any of your Affiliates, or any of your or their respective Representatives, will enter into any discussions, negotiations, agreements, arrangements, or understandings (whether written or oral) with any other Person regarding a transaction involving Project Black (including the Potential Transaction), other than us and our Affiliates, and our and their respective Representatives, on one hand, and your Representatives (to the extent permitted hereunder), on the other hand, and (iii) neither you nor any of your Affiliates, or your or their respective Representatives, will enter into any discussions, negotiations, agreements, arrangements, or understandings (whether written or oral) that would, directly or indirectly, restrict the ability of any Person to provide financing (debt, equity or otherwise) to any other Person in connection with a transaction involving Project Black (including the Potential Transaction).
Other Business. Each party acknowledges and agrees that: (a) it operates in similar markets, industries and/or lines of business as the other party, and nothing in this Letter Agreement will limit or restrict such party’s ability to conduct or operate its respective business, and (b) such party may have independently developed or previously been informed of, or may hereafter independently develop or be informed of, in each case without reference to any Evaluation Material, ideas, business concepts, marketing plans, strategies, information or other materials similar to those contained in the Evaluation Material (collectively, “Independent Information”) and such party will be free to use any such Independent Information without liability; provided that with respect to each of the foregoing clauses (a) and (b), (i) no Evaluation Material is used or disclosed in connection therewith and (ii) such activities do not otherwise violate this Letter Agreement.
Specific Performance. The parties understand and agree that money damages would not be a sufficient remedy for any actual or threatened breach of this Letter Agreement by either party or any of its respective Representatives and that the non-breaching party will be entitled to, and the breaching party and its Representatives shall not oppose the granting of, equitable relief, including, without limitation, specific performance and injunctive relief, as a remedy for any such breach or threatened breach by the breaching party or its Representatives without requiring proof of actual damages or the posting or securing of a bond or other security. Such remedy will not be the exclusive remedy for any actual or threatened breach of this Letter Agreement but will be in addition to all other remedies available at law or equity.
Standstill.
1. In view of the fact that the Evaluation Material may include confidential and non-public information concerning us, you agree that for a period beginning on the date of this Letter Agreement and ending twelve (12) months from the date of this Letter Agreement (the “Standstill Period”), you and your Representatives shall not, directly or indirectly, and you shall cause any Person controlled by you not to, without the prior written consent of our Board of Directors, (i) in any manner acquire, agree to acquire or make any tender or exchange offer or other proposal to acquire, directly or indirectly, any of our securities or property, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture, liquidation, dissolution, spin-off, split-off or other similar transaction involving us, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any Person with respect to the voting of any of our securities, (iv) form, join or in any way participate in a “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any of our securities (including derivatives thereof), (v) otherwise act, alone or in concert with others, to seek to control or influence our management, our Board of Directors or any of our policies, (vi) seek election of or seek to place one or more directors on our Board of Directors, or seek the removal of any of our directors, or call or seek to have called any meeting of our stockholders or any “referendum” (whether or not precatory) of our stockholders, (vii) disclose any intention, plan or arrangement inconsistent with the foregoing, or (viii) advise, assist or encourage any other Persons in connection with any of the foregoing or enter into any discussions, negotiations, arrangements or understandings with any third party or “group” with respect to any of the foregoing. You also agree during the Standstill Period not to (x) request that we (or our Representatives), directly or indirectly, amend or waive any provision of this Paragraph 12 (including this sentence) or contest the validity of this Paragraph 12 (including this sentence), (y) take any action which would reasonably be expected to require us to make any public announcement regarding this Letter Agreement or the possibility of a tender offer, merger, consolidation, business combination or other similar transaction, including, without limitation, any such transaction between you or any of your Affiliates and us, or (z) communicate with our stockholders regarding the subject matter of this Letter Agreement; provided, however, that nothing in this Paragraph 12(a) shall be deemed to prohibit you from submitting a confidential proposal with respect to a Potential Transaction to our Board of Directors unless our Board of Directors has advised you in writing not to submit any such confidential proposal with respect to a Potential Transaction.
2. For purposes of this Paragraph 12, the Standstill Period shall automatically terminate upon the earliest to occur of:
  1. the execution by us of a definitive agreement with a third party providing for any other Person or group (as defined in Section 13(d) of the Exchange Act) to acquire more than 50% of our outstanding voting securities, or assets representing more than 50% of our consolidated earning power;
  2. any other Person or group (as defined in Section 13(d) of the Exchange Act) acquiring more than 50% of our outstanding voting securities or assets representing more than 50% of our consolidated earning power; and

the commencement by any other Person or group (as defined in Section 13(d) of the Exchange Act) of a bona fide tender or exchange offer to acquire more than 50% of the outstanding voting securities of us where our Board of Directors either accepts such offer or fails to recommend that its stockholders reject such offer within ten (10) business days from the date of commencement of such offer.

Term. Except as otherwise specifically provided herein or in any definitive agreement entered into with respect to the Potential Transaction, this Letter Agreement and the parties’ and their respective Representatives’ obligations hereunder will terminate on the date that is twenty-four (24) months after the date of this Letter Agreement; provided that nothing herein shall relieve either party or its respective Representatives from liability for any breach of this Letter Agreement occurring prior to such termination.
Assignment. This Letter Agreement is binding on, and inures to the benefit of, the parties and their respective successors and permitted assigns. Neither party may assign this Letter Agreement without the prior written consent of the other party (except by operation of law in connection with a merger, or sale of all or substantially all of the assets, of a party hereto); provided that we may, without such prior written consent, assign this Letter Agreement to any of our direct or indirect subsidiaries or in connection with the sale or transfer of all or substantially all of our business to which this Letter Agreement relates upon giving written notice to you. Any assignment or attempted assignment of this Letter Agreement in contravention of this Paragraph 14 will be void ab initio and will not relieve the assigning party of any obligation under this Letter Agreement.
Severability. If any provision of this Letter Agreement is invalid, illegal, or not enforceable, in whole or in part, in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Letter Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.
Governing Law; WAIVER OF JURY TRIAL. This Letter Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder or relating hereto (collectively “Disputes”) will be governed by, and construed and enforced in accordance with, the substantive law of the State of CA. Each party agrees that all Disputes will be brought exclusively in the state or federal courts, in each case, situated in Los Angeles County and irrevocably submits to the sole and exclusive jurisdiction of such courts. Each party irrevocably consents to the exercise of personal jurisdiction over each of the parties by such courts and waives any right to plead, claim or allege that CA is an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
No Partnership. Nothing in this Letter Agreement will be deemed to create any agency, partnership, joint venture, or other form of business association between the parties.
Complete Agreement. This Letter Agreement contains the entire agreement between you and us concerning the subject matter hereof, and neither you nor we will be bound by any modification of this Letter Agreement or waiver of the terms hereof except as we each approve in writing. Without limiting the foregoing, this Letter Agreement supersedes any additional purported confidentiality requirements imposed by any web-based database or similar repository of Evaluation Material to which the Receiving Party or any of its Representatives is granted access in connection with the evaluation and negotiation of the Potential Transaction, notwithstanding submission by the Receiving Party or any of its Representatives of an electronic signature, “clicking” on an “I Agree” icon or any other indication of assent to such additional confidentiality requirements.
Counterparts. This Letter Agreement may be signed in any number of counterparts, each of which, when signed, will be an original hereof binding on the party signing it, and all such counterparts shall together constitute one and the same instrument. The parties confirm that any facsimile or PDF (or similar image file) copy of a party’s signed counterpart of this Letter Agreement (or its signature page) will be deemed a duly signed original.