Existing Ownership and Participation. Sinclair holds a combined interest in the LP and LLC of approximately 49.9% and has two designees on the Board of Directors of the LLC, which is the sole general partner of the LP. Based on its existing ownership and actual participation, and its knowledge, experience and skill in financial, investment and business matters, Sinclair is capable of evaluating the suitability and bearing the economic risk of an investment in the Purchased Interests. Sinclair has made its determination to acquire the Purchased Interests based on its existing ownership and actual participation, and its independent investigation and verification of the results of operations and assets of the LP and the LLC. Sinclair acknowledges and agrees that the representations and warranties set forth in Article 2 constitute the sole and exclusive representations and warranties of Emmis in connection with the transactions contemplated hereby, and no others, expressed or implied, are made, including regarding the financial results or operations or assets of the LP or the LLC.

This Agreement is being entered into as a result of Sinclair’s exercise of its right to purchase the entire membership interest of Emmis in the LLC and the entire limited partnership interest of Emmis in the LP (collectively, the “Purchased Interests”) pursuant to [Section 9.5(a)] of the LP Agreement.