Item 1.01. Entry into a Material Definitive Agreement.

City of Richmond Host Community Agreement



On July 29, 2021, RVA Entertainment Holdings, LLC ("RVAEH"), a wholly owned
unrestricted subsidiary of the Company, entered into a Host Community Agreement
(the "HCA") with the City of Richmond for the development of the ONE Casino +
Resort (the "Project").  The HCA imposes certain obligations on RVAEH in
connection with the development of the Project.  These commitments include but
are not limited to: (i) a $26 million upfront payment (the "Upfront Payment")
due upon successful passage of a citywide referendum permitting development of
the Project (the "Referendum"); (ii) annual financial commitments upon opening
of the Project; (iii) commitments with respect to the design, standards and
"look and feel" of the Project; (iv) commitments with respect to programming and
operation of the Project; (v) commitments with respect to wages and benefits and
hiring and contracting goals; (vi) commitments with respect to the construction
and funding of needed public and private infrastructure; (vii) area
beautification commitments; (viii) timing obligations; (ix) commitments with
respect to insurance and indemnification of the City and (x) restrictions on
certain transfers of the Project or management of the Project.   In connection
with the HCA, RVAEH and its development partner Pacific Peninsula Entertainment
funded the Upfront Payment into escrow to be released to the City upon
successful passage of the Referendum or back to RVAEH in the event the
Referendum fails. On July 29, 2021, the City of Richmond formally filed a
petition to the Circuit Court for the City of Richmond calling for the
Referendum to be added to the ballot for November 2, 2021 citywide elections.

A full copy of the HCA as adopted by the City of Richmond City Council can be
found
at https://www.rva.gov/sites/default/files/2021-07/Richmond%20Host%20Community%20Agreement%20-%20FINAL.pdf and
the above summary is qualified in its entirety by reference to the actual
agreement.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Director Appointment



On July 26, 2021, the board of directors of the Urban One, Inc. (the "Company")
reappointed D. Geoffrey Armstrong to the Board. Mr. Armstrong will serve as a
Class B Director until the Company's 2022 Annual Meeting of Stockholders and
until his successor is duly elected and qualified, effective immediately.  Mr.
Armstrong will serve as a member of the board's audit and compensation
committees.

Until November 2020, Mr. Armstrong previously served as a director and the
chairman of the audit committee of the Company since June 2001 and May 2002,
respectively.  Mr. Armstrong is Chief Executive Officer of 310 Partners, a
private investment firm. From March 1999 through September 2000, Mr. Armstrong
was the Chief Financial Officer of AMFM, which was publicly traded on the New
York Stock Exchange until it was purchased by Clear Channel Communications in
September 2000. From June 1998 to February 1999, Mr. Armstrong was Chief
Operating Officer and a director of Capstar Broadcasting Corporation, which
merged with AMFM in July 1999. Mr. Armstrong was a founder of SFX Broadcasting,
which went public in 1993, and subsequently served as Chief Financial Officer,
Chief Operating Officer and a director until the company was sold in 1998 to
AMFM. Mr. Armstrong has also served on the board of directors of Nexstar Media
Group, Inc., SFXii Entertainment, Capstar Broadcasting Corporation, AMFM and SFX
Broadcasting.

Mr. Armstrong brings to Urban One's Board of Directors his extensive experience
as the Chief Executive Officer of several publicly traded companies in the
broadcast and communications industry, as well as a member of the audit
committee of several publicly traded companies. His service on the boards of
public companies in diverse industries allows him to offer a broad perspective
on corporate governance, risk management and operating issues facing
corporations today.

There are no arrangements or understandings between Mr. Armstrong and any other
persons pursuant to which he was elected as a director of the Company. There are
no family relationships between Mr. Armstrong and any director or executive
officer of the Company, and he has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.

Forward- Looking Statements



Forward-looking statements in this Form 8-K and all other statements that are
not historical facts, are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are based on
assumptions believed by the Company to be reasonable and speak only as of the
date on which such statements are made. Without limiting the generality of the
foregoing, words such as "expect," "believe," "anticipate," "intend," "plan,"
"project," "will" or "estimate," or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
Except as required by law, the Company undertakes no obligation to update such
statements to reflect events or circumstances arising after such date and
cautions investors not to place undue reliance on any such forward-looking
statements. Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those described in the
statements based on a number of factors, including but not limited to the
following: the extent of the impact of the COVID-19 global pandemic or any other
epidemic, disease outbreak, or public health emergency, including the duration,
spread, severity, and any recurrence of the COVID-19 pandemic, the duration and
scope of related government orders and restrictions, the impact on our
employees, economic, public health, and political conditions that impact
consumer confidence and spending, including the impact of COVID-19 and other
health epidemics or pandemics on the global economy; the rapidly evolving nature
of the COVID-19 pandemic and related containment measures, including changes in
unemployment rate; the impact of political protests and curfews imposed by state
and local governments; the cost and availability of capital or credit facility
borrowings; the ability to obtain equity financing; general market conditions;
the adequacy of cash flows or available debt resources to fund operations; and
other risk factors described from time to time in the Company's Form 10-K, Form
10-Q, and Form 8-K reports (including all amendments to those reports).

© Edgar Online, source Glimpses