Good Title. The CR Shareholders are the record and beneficial owners, and have good title to, the Exchange Shares, with the full right and authority to sell and deliver such Exchange Shares, free and clear of any and all liens, encumbrances, pledges, security interests, claims, charges, options, rights of first refusal, proxies, voting trusts, or agreements, transfer restrictions under any equity holder or similar agreement or any other restriction or limitation whatsoever, including any contract granting any of the foregoing (collectively, the “Title Liens”), to FDOC pursuant to the Exchange. FDOC, as the new owner of the Exchange Shares, shall receive good title to the Exchange Shares, free and clear of all Title Liens. The Exchange Shares represent 100% of the issued and outstanding share capital of the Company on a fully diluted basis and there are no other issued and outstanding share capital of the Company and no outstanding commitments or contracts to issue any share capital of the Company.

Title Commitment. Within seven (7) days after the Effective Date, Seller, at its expense, shall order and deliver to Buyer a title commitment for the Property in the amount of the Purchase Price from Escrow Agent and obtain a copy of all documents which constitute exceptions to the title commitment. Buyer shall give Seller written notice within twenty (20) days following receipt of the Title Commitment of any condition of title (exceptions or requirements) that is not satisfactory to Buyer. Seller may, but shall not be obligated, to resolve such matters; provided, however, that mortgage liens may be resolved at closing. If Seller is unable or unwilling to resolve such matters before the expiration of the Inspection Period as defined above, then Buyer may, at Buyer’s sole option, either # accept title subject to the objections raised by Buyer and such accepted objections shall become Permitted Exceptions (“Permitted Exceptions”) without any adjustment in the Purchase Price, or # terminate this Agreement prior to the expiration of the Inspection Period pursuant to Paragraph 4 above, whereupon the earnest monies shall be immediately returned to Buyer by Escrow Agent, or # work with Seller, if mutually agreeable, to satisfy unacceptable matters and postpone the end of the Inspection Period and/or Closing Date to satisfy these matters. At Closing, Seller shall provide Buyer with an owner’s policy of title insurance in the amount of the Purchase Price. Seller shall pay the cost for the basic cost of the owner’s policy of title insurance, and Buyer shall pay the cost for all endorsements, changes, and modifications to the owner’s policy of title insurance.

Title & Deliveries. At or prior to Closing, Seller shall deliver to the Escrow Agent and/or Buyer the following items for the Property, duly executed and acknowledged where required:

Title; Responsibilities. During the Employment Period, the Executive will serve as the Group President, Medical and Healthcare of Adtalem and will have the normal duties, responsibilities and authority of that position, subject to the power of the CEO to expand or limit such duties, responsibilities and authority; provided, however, at all times, Executive’s duties, responsibilities and authority shall be commensurate with such duties, responsibilities and authority held by executives in comparable positions in corporations of similar size and scope to Adtalem in Adtalem’s industry. The Executive shall report to the CEO. In this trusted, executive position, the Executive will be given access to Adtalem’s Confidential Information. The Executive shall comply in all material respects with all applicable laws, rules and regulations relating to the performance of the Executive’s duties and responsibilities hereunder, including Adtalem’s Code of Business Conduct and Ethics.

Title; Responsibilities. Commencing on July 1, 2022 (the “Commencement Date”), you will be employed as the Company’s Chief Executive Officer and will report to the Board of Directors (the “Board”) of the Company. At such time as the Board has a minimum of five Board members and subject to this Agreement, you may only be terminated by at least 75% of the Board. You agree to perform such duties and responsibilities commensurate with your position and as may be reasonably requested by the Board from time to time. Without limiting the generality of the foregoing, you will be involved in planning, developing, implementing, and expanding the operations of the Company.

Title Commitment. On the Effective Date, Seller shall order (and deliver to Purchaser upon receipt of same) # a written commitment from the Title Company to issue its ALTA Title Insurance Policy relating to the Real Property in an amount equal to the Purchase Price (the “Title Commitment”) and # an update to the Boundary Survey prepared by George F. Young, Inc., identified as Job No. [[Unknown Identifier]] and dated August 30, 2017 (the “Survey”). The Title Commitment delivered hereunder shall be conclusive evidence of good and marketable title as therein shown, subject only to those exceptions as therein stated.

Title Objections. If such Title Commitment and/or Survey disclose matters and exceptions to title, other than Permitted Exceptions, to which Purchaser objects (the “Title Objections”) in a written notice to Seller delivered no later than five (5) days following receipt of the Title Commitment and Survey, Seller (in its sole discretion) shall have ten (10) business days (the “Seller Cure Period”) from the date of such notice to have the Title Objections removed or to obtain the commitment of the Title Company to provide affirmative insurance to Purchaser over such Title Objections at standard rates. If Seller fails or elects not to have any Title Objections removed or fails or elects not to cause the Title Company to issue its commitment to insure over the same on or prior to the expiration of the Seller Cure Period, Purchaser may, as its sole remedies, either elect to take title as it then is or terminate this Contract and receive a return of the Deposit by delivery of notice to that effect at any time prior to the “Title Objection Expiration Date” which shall mean within five (5) days after the sooner of the # the date on which Seller notifies Purchaser of its failure to have any such Title Objections removed or insured over, or # the expiration of the Seller Cure Period. If Purchaser shall elect to take title subject to any Title Objections, all of such Title Objections shall thereupon become, for all purposes hereof, additional “Permitted Exceptions;” provided, however, Mandatory Cure Items (as hereinafter defined) shall not be considered Permitted Exceptions and shall be removed and cured by Seller at its sole expense prior to the Closing. If any of the time periods set forth in this Section 1.01 extend beyond the Closing Date, then notwithstanding anything set forth in this Contract to the contrary, the Closing Date shall be extended to permit the applicable party to have the full time period set forth in this section. “Mandatory Cure Items” shall mean liens which are of a definite and ascertainable amount which in the aggregate can be removed at the Closing by payment of monies, and which either # represent, evidence, secure or otherwise relate to mortgage debt, security interests, and other financing documents, # represent taxes or assessments which are then delinquent or which are then due and payable, # relate to any mechanics or materialmen’s liens, and # any other monetary liens. Purchaser shall not be obligated to identify any Mandatory Cure Items as a Title Objection.

Title Policy. At the Closing and as a condition precedent to the obligations of Purchaser hereunder, the Title Company shall deliver to Purchaser, a proforma title insurance policy issued by the Title Company in the amount of the Purchase Price subject only to the Permitted Exceptions, showing fee simple title to the Real Property as vested in Purchaser (the “Title Policy”). Purchaser, at its sole cost and expense, may request the issuance at Closing of such endorsements to the Title Policy as it deems appropriate; provided, however, that issuance of such endorsements shall not be a condition precedent to Purchaser’s obligations hereunder and Seller shall not incur any costs or expenses in connection with the issuance of such endorsements.

The Company will not be obligated to deliver any Plan Shares pursuant to this US Non-Employee Sub-Plan or to remove restrictions from Plan Shares previously delivered under this US Non-Employee Sub-Plan until:

Delivery and Assignment of Preferred Shares. At the Closing (as defined below), the Stockholder shall transfer, deliver and assign to the Company, free and clear of all liens and encumbrances, the Preferred Shares in exchange for the Exchange Shares, at which time said Preferred Shares shall be canceled and retired and revert to authorized but unissued shares of preferred stock of the Company and Stockholder shall have no right, title or interest therein.