April 25July __, 2014

Mr. Michael Wright Vice President and Chief of Staff, Office of the President Wayne State University 5700 Cass Ave., Suite 3100AAB , MI 48202

Confidential by email

Dear Michael:

It is with great enthusiasm that I present to you the following Letter of Intent (“LOI”), setting forward the basic terms pursuant to which Detroit Public Television (“DPTV” or “Operator”) and Wayne State University (“WSU” or “CollegeUniversity”) might deepen our partnership to preserve and expand upon the important news and information public radio service your institution has developed with WDET-FM (the “Station”). As you review this proposal, please know that we are open to further discussions as we collectively determine how to best structure our relationship and the specific terms of an ultimate agreement. DPTV is excited about the prospect of working with WSU and WDET to ensure that the Station’s news and information services continue to grow and flourish in the greater Detroit region, and we are dedicated to ensuring that the radio station will not only continue to succeed, but that our work and partnership will reflect favorably upon your Institution, alumni, faculty, students and all of the Station’s loyal listeners and supporters.

We look forward to working with WSU in the operation of WDET because it positions us both, DPTV and WSU, not only for the future of broadcasting but for the multiple media platform approach that all information gathering institutions will have to adopt to remain sustainable in the future. Our association will be more than collaboration; we will work together as a team, stronger in our efforts to bring important information and discussion of issues to our listeners, viewers and visitors together than if we ventured forward separately. As commercial broadcasters cut back on their commitment to real community discussions, we non-commercial broadcasters working in tandem have an opportunity to become more engaged and more relevant to Detroit and Southeast than ever.

Detroit Public Television and Wayne State University have enjoyed a very successful long term relationship. The relationship began years ago as partners in CTN (Community Telecommunications Network) working together in the community on technology and education issues. It continues today with students and professionals working side by side on

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video productions in the Midtown Studio on the WSU Campus. DPTV will soon begin broadcasting the third season of the Metro Arts series, programs produced by WSU students in our shared studio operation.

DPTV’s mission is to share the power of media to provide knowledge and understanding by:

. Providing outstanding programming . Educating and preparing children and adults for productive and satisfying futures . Enriching the lives of individuals through history, the arts, and science . Offering vital information for the health, safety and welfare of our community . Helping community institutions achieve their goals.

WDET and DPTV working together as team can only intensify our mission’s commitment.

In presenting this letter to you, we hope to continue our conversation about how to most effectively merge the capacity of DPTV with that of WDET in ways that provide more public service, do so more effectively and efficiently, and develop a media company that is forward focused and a communications leader in the region.

This letter sets forth certain non-binding understandings and certain binding agreements of the parties hereto regarding the principal terms pursuant to which DPTV proposes to enter into a Public Service Operating Agreement (“PSOA”) with WSU (the “Agreement”), by which the Operator shall assume the operation and programming of the Station (the “Transaction”). The Operator intends to continue to operate and program WDET as a news and information public radio station.

With the exception of Sections 7, 8, 9 and 10 (the “Binding Provisions”), the provisions of this LOI are intended only as an expression of the basic terms upon which DPTV is the parties are willing to continue to evaluate and potentially pursue the Agreement, and such provisions are subject in all respects to the conditions specified herein and reflect the mutual understanding of DPTV and WSU with respect to the matters described herein. In addition, with the exception of the Binding Provisions, the parties hereto mutually agree that the provisions of this LOI shall not any legally binding obligations between the parties, and neither DPTV nor WSU shall have any liability to the other with respect to, based on, arising from or relating to this LOI.

1. Station’s Assets/Liabilities.

(a) Assets Used and Useful in the Operation of the Station. Subject to the conditions herein described, including the negotiation and execution of the definitive Agreement, which shall set forth the terms and conditions for the proposed Transaction, and subject to contractual constraints governing use, licensing, or other access to the intellectual property or other assets, WSU shall {00027905.DOCX /} 2

allow Operator, for the purpose of assuming the operation and programming of the Station, to use the assets used and useful in the operation of the Station, including, but not limited to, certain studio and transmitter equipment, intellectual property subject to contractual restraints, and other assets, which will be detailed in the Agreement (the “Assets”). DPTV and WSU will determine which operations will be housed at the current WDET offices and studios on WSU’s campus, and which WDET functions will be handled at other locations, including DPTVs headquarters located in Wixom, Michigan.

(b) Assumed Liabilities. DPTV shall not assume any liabilities of College University other than those utilized pursuant to paragraph 1(a) and otherwise pursuant to the assumption of obligations to be performed on and after the closing date on those specific leases, contracts, and agreements that DPTV designates and agrees to assume.

2. Consideration. Subject to the conditions herein described, including the negotiation and execution of the Agreement, the following will be offered (the “Consideration”) in consideration for DPTV’s right to operate the Station for a period of eight years (“The Term”) with two eight-year renewals:

(1) From the commencement of the Agreement, WSU will continue to subsidize the Station at the following amounts. For the first 12 months the subsidy will be the historical average of the subsidy over the past three years ($560,000). For the next 12 months the subsidy will be $300,000. Thereafter, WSU will no longer provide a subsidy.

(2) For the period of this agreement, WSU will continue, subject to the determination contemplated in Section 1(a) above, to house the WDET studios and offices at the present location on the WSU campus at no cost to DPTV and continue to provide any ancillary space that may have previously been negotiated between WSU and DPTV.

(3) DPTV will provide the College University annually with not less than $150,000 (prorated to reflect the thenat the prevailing rate) informational and promotional spots on the Station and promotional underwriting and on-air recognition as specified below for the benefit of WSU each year of the first eight-year term of the Agreement. [We are currently checking into the value of this] The spots will promote WSU’s many activities, with 66 percent of the spots being aired on WDET and 34 percent of the spots airing on DPTV’s WTVS, a public that reaches more than 1.5 million people each week, including WSU alumni, business leaders, families and children and key decision-makers in the region. Finally, WSU will also be named in WDET’s FCC mandated station identification hourly announcements once every four hours. The result will be increased WSU brand awareness throughout the greater Detroit region, and the possibility of increased event attendance (lectures, performances and other WSU community activities) {00027905.DOCX /} 3

through consistent and sustained promotion on all of the resulting DPTV/WDET broadcast platforms.

(4) In addition to the above consideration, DPTV will work with WSU to develop journalism and other internship programs for WSU students at both WDET’s WSU facilities and DPTV’s offices and studios in Wixom, Michigan. DPTV will, in collaboration with WSU’s Journalism, Mass Communications and other departments, develop internship opportunities and areas of focus. The specifics of the internship program will be detailed in the final Agreement.

(5) DPTV and WSU will work with one another to craft an Option to Purchase ora Right of First Negotiation/First Refusal as part of the Agreement that adequately protects DPTV’s investment in assuming the operation of the Station and building new audience and revenues on WDET-FM.

(6) During the course of the agreement, DPTV will reimburse WSU all costs related to the Ownership responsibilities required by the FCC and detailed in the Agreement and DPTV will cover all costs associated with managing and programming WDET.

(7) DPTV shall amend its bylaws in a form acceptable to WSU to establish for WSU an ex-officio seat with vote on the DPTV Board of Directors for the duration of the agreement, the details of which shall be set forth in the Agreement or in an ancillary agreement. The WSU designated representative who occupies the ex-officio seat shall be mutually agreeable to WSU and DPTV.

3. Operation, Ownership and Control of the Station. DPTV understands and acknowledges that as long as WSU remains the licensee of the Station WSU will bear responsibility for the Station’s compliance with all applicable provisions of the rules and policies of the FCC, the Corporation for Public Broadcasting (“CPB”) and all other applicable laws and regulations. WSU will comply with the main studio rule. DPTV will inform WSU of and assist WSU with all filings, notices, and other communications related to WSU’s ownership/licensee responsibilities.

Without limiting the generality of the foregoing, (a) DPTV will be responsible for programming the Station under the oversight of WSU; (b) DPTV will assume responsibility for day-to-day management of the Station’s finances; and (c) DPTV will cause the Station to comply with the station identification, EAS, and public file rules (except as such may have been waived by the Commission) on behalf of WSU. Nothing herein shall prevent or hinder WSU from its FCC- mandated responsibility of precluding the broadcast of programs which WSU believes to be unsatisfactory or unsuitable or contrary to the public interest.

During the Term, DPTV will maintain and deliver to WSU such records and information as are required by the FCC to be placed in the public inspection file of the Station. DPTV will promptly notify WSU of any public or FCC complaint or inquiry concerning the Programming and provide it with copies of any letters from the public, including complaints, concerning such

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programming. DPTV agrees to assist WSU in the investigation of any such complaint and in implementing such measures as may be necessary to successfully address such complaint or inquiry

DPTV will work closely with WSU in all matters pertaining to CPB qualification, policies and rules and filings.

The Station’s transmitter will remain under WSU’s ultimate control. Responsibility for routine maintenance for the transmitter, any studio-transmitter link used in conjunction with the Station, studio and production, and ancillary equipment will reside with DPTV. DPTV agrees to produce daily logs for the Station, and perform the required transmitter readings. Any capital reinvestment in the transmission plant and production equipment will be mutually agreed upon with the cost assumed by WSU. WSU will maintain current insurance on all Station equipment.

Recognizing the importance of the status and treatment of current employees, DPTV and WDET will work together to address employee/union transition issues to satisfaction of their respective Boards.

4. Diligence. Upon WSU’s the parties' acceptance of this LOI, DPTV will submit to WSU a list of materials that DPTV expects to review as part of its due diligence investigation. During DPTV’s due diligence investigation, which shall take no more than ninety days, WSU will cooperate with DPTV by making available to it and its representatives and advisors, during business hours or as otherwise agreed upon by the parties hereto, the information requested, to the extent reasonably available to WSU, and allowing inspection of the Station’s facilities, tower and transmitter by DPTV and its representatives and advisors. WSU will likewise submit to DPTV a list of materials that WDET will review as part of its due diligence investigation. DPTV will cooperate with WDET by making requested information available to WDET and its advisors, to the extent reasonably available to DPTV.

5. Conditions.

(a) Upon completion of its due diligence review, DPTV will instruct its FCC counsel to prepare a first draft of the Agreement, which will incorporate the provisions negotiated herein. (b) The negotiation and execution of the Agreement, which shall contain terms and conditions mutually acceptable to the parties, including covenants, representations, warranties, and indemnification reasonably satisfactory to DPTV and WSU and customary in a transaction of this nature including, without limitation in the case of the representations and warranties contained in the Agreement, provisions that the Station is operating in material compliance with FCC rules and regulations, and otherwise within the limits of all material local, state and federal laws governing the business of the Station. The parties agree that time is of the essence in the preparation of the Agreement and in preparing all

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other documents and applications required for filing with the proper local, state, and federal agencies in order to implement this Transaction. The parties agree that if the Agreement is not executed within six months from the date of executing this LOI, or ninety days following the completion of the due diligence period, whichever comes last, neither party shall have any further legal obligation under this LOI other than the Binding Provisions.

(c) Approval by DPTV and WSU Board of Directors and Board of Governors, respectively, or appropriately designated officials or governmental entities of the contemplated transaction and any other approvals required by statute. (d) DPTV’s reasonable satisfaction that the Station’s condition is as represented during the course of the negotiations, that there have been no material adverse changes in the Station’s condition, and that there are no material regulatory, legal, engineering, or other impediments to Operator’s operation of the Station in accordance with its licenses. (e) The absence of any pending or threatened litigation regarding the Agreement, the Transaction and any other transactions contemplated by the Agreement.

6. Expenses and Brokers. DPTV and WSU shall each bear its respective costs and expenses for attorneys, accountants, brokers and advisors retained by or representing it in connection with this transaction.

7. Exclusive Dealing. In consideration of the efforts and expenses to be incurred by DPTV between the date of this LOI and the execution by the parties hereto of the Agreement, WSU agrees that during the term of this LOI neither WSU nor its officers, directors, employees, agents, affiliates or brokers shall solicit, discuss or negotiate with anyone other than DPTV a possible transaction for the assumption of the operation of the Station.

8. Confidentiality. DPTV Each party agrees to treat confidentially all information exchanged or acquired in connection with the negotiation and execution of the Agreement and in connection with its due diligence, including the terms of this proposal, the identity of WSU, and the fact that discussions are taking place between DPTV and WSU in connection with this LOI, except that such information may be disclosed to DPTV’s and WSU's lenders, prospective donors, counsel, accountants and other representatives and principals assisting such party with the transactions contemplated hereby, and as required by law. This paragraph 8 shall not apply to information generally known in the broadcast industry as of the date hereof or that becomes so known following the date hereof, unless such information becomes generally known due to the negligence, willful misconduct or failure to fulfill an obligation in this LOI or the Agreement by DPTV. In the event that the Transaction is not consummated, DPTV each party will return to the other, will, and will cause any third parties in receipt thereof to, return to WSU the other all documents and materials obtained from WSU the other with regard to this transaction and all copies, electronic or otherwise, thereof; provided, however, that DPTV and any of its representatives and advisors in receipt of such confidential information shall be

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permitted to retain such confidential information in accordance with each party’s respective document retention policies; provided further, that any confidential information retained pursuant to document retention policies shall be kept confidential in accordance with this LOI. DPTV Neither party shall not use any information obtained from WSU the other for any purpose other than evaluating the transaction proposed herein.

9. Press Release. Prior to the closing of the Transaction, each party hereto agrees that it shall not make any public announcement or issue any press release regarding this LOI or the Transaction without the prior written consent of the other party.

10. Governing Law. The laws of the State of Michigan shall govern this LOI. This LOI supersedes all prior understandings and agreements among the parties hereto relating to the subject matter hereof.

11. Miscellaneous. This LOI does not purport to include all the essential terms of the agreement contemplated hereby (which will only be contained in the Agreement) and, accordingly, is not intended to be a legally binding agreement; provided, however, that the provisions set forth in paragraphs 7, 8, 9, 10 and 11 shall be binding upon the parties hereto in accordance with their terms. This LOI may be executed in counterparts, each of which shall constitute an original and both of which taken together shall constitute one and the same instrument. The parties hereto may sign facsimile or scanned copies of this LOI, which shall each be deemed originals. All clauses and covenants contained in this LOI are severable and in the event any of them is held to be invalid by any court, this LOI shall be interpreted as if such invalid clauses and covenants were not contained herein, although in that event the parties shall work together to interpret the LOI so as to most closely effectuate their joint objectives.

12. Expiration. This LOI shall expire if not replaced by the Agreement (and, if replaced by the Agreement, the terms of the Agreement shall govern) within six months after the signing of this LOI by DPTV and WSU or ninety days following the completion of the due diligence period, whichever comes last,. The term of this LOI may be extended with the agreement of both parties.

***Signature Page Follows***

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If this LOI correctly sets forth your understanding with respect to the proposed Agreement described herein, please sign the enclosed copy of this LOI in the space provided below and return it to the undersigned.

We look forward to proceeding toward a Transaction that we believe will be advantageous to both parties. If this LOI is not executed by 5:00 PM Eastern Time on ______, then this LOI shall become null and void.

Very truly yours,

______DPTV signatory

Accepted and Agreed to by Wayne State University

______, 2014

By: ______

WSU signatory

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