In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.

SECTION # ADJUSTMENT OF SHARES.

Exercise Price before adjustment × { ​ / (number of issued Shares + number of new Shares issued) }

Adjustment to Number of Exchange Shares.

Post-Closing Adjustment. The AR/AP Statement and the Net Adjustment Amount shall be subject to a post-Closing true-up mechanism pursuant to the terms and provisions of Exhibit F.

Binding Effect & Adjustment. This Agreement shall be binding and conclusive upon each successor and assign of the Company. Grantee’s obligations hereunder shall not be assignable to any other person or entity. It is the intent of the parties to this Agreement that the benefits of any appreciation of the underlying Common Stock during the term of the Award shall be preserved in any event, including but not limited to a recapitalization, merger, consolidation, reorganization, stock dividend, stock split, reverse stock split, spin-off or similar transaction, or other change in corporate structure affecting the Shares, as more fully described in [Sections 4.6 and 11]1] of the Plan. All obligations imposed upon Grantee and all rights granted to Grantee and to the Company shall be binding upon Grantee's heirs and legal representatives.

Adjustment of Restraints. In the event that any one (1) or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder hereof shall not, in any way, be affected or impaired thereby, and any such provision or provisions shall be enforced to the fullest extent permitted by law. Moreover, if any one (1) or more of the provisions contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject (including, but not limited to, the restrictive covenants contained in this Agreement), such provisions will be construed by excising, limiting, and/or reducing them so that this Agreement is enforceable to the maximum extent compatible with applicable law.

Notice of Adjustment. Upon any adjustment of the Exercise Price or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant, [[Organization A:Organization]] shall give written notice thereof, by first class mail postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of [[Organization A:Organization]]. The notice shall be signed by [[Organization A:Organization]]’s chief financial officer and shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Within 90 days after the Closing Date, Sinclair will prepare and deliver to Emmis a written statement (the “Preliminary Closing Statement”) setting forth Sinclair’s good-faith determination of # the amount of Net Working Capital, # the Final Consideration, and # the Excess Amount or the Shortfall Amount, as applicable, which statement will include materials that show, in reasonable detail, Sinclair’s support and computations for the amounts included in the Preliminary Closing Statement. The Preliminary Closing Statement will be binding upon the Parties and such Preliminary Closing Statement will be the “Final Closing Statement,” unless Emmis gives written notice of its disagreement to Sinclair in accordance with [Section 8.6(b)].

Adjustment of Exercise Price and Number of Conversion Shares. The number and kind of Conversion Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows: