LINKS AT CALUSA SPRINGS, LLC

KHH SHELL HALL LOAN ACQUISITION, LLC

MILLENNIUM TITLE AGENCY, LTD.

LLC Agreement. Shares issued hereunder shall be subject to the transfer provisions of the LLC Agreement.

LLC Interests. The Pledgor owns 100% of the equity interest in TPI and has provided to GE a true, correct and complete copy of the LLC Agreement as in effect on the date hereof.

Restructuring to Preserve Agreement. If any court or regulatory authority shall determine that the independent contractor relationship established hereby violates any statutes, rules or regulations (or in the event that either Manager or Provider, in good faith, determines that there is a material risk that such a determination would be made by any court or regulatory authority), the parties will negotiate in good faith to enter into an arrangement between Manager, Provider and the then-current Provider Professionals which substantially preserves for the parties the relative economic benefits of this Agreement.

in the case of any entity which qualifies as a Structured Subsidiary (other than a passive holding company) after the Sixth Amendment Effective Date, a direct or indirect Subsidiary of the Borrower which engages in no material activities other than in connection with the purchase or financing of assets from the Loan Parties or any other Person, and which is designated by the Borrower (as provided below) as a Structured Subsidiary, so long as:

LP and LLC. On the Closing Date and effective as of Closing, # Emmis shall resign as Manager of the LLC, cause the Emmis Board Members to resign from the Board of Directors of the LLC, and cause to resign any officers of Emmis who are officers of the LP or LLC, and # Sinclair shall # file with the Texas Secretary of State an amendment to the LP’s certificate of limited partnership to change the name of the LP to one that does not include “Emmis” or any variation thereof, and thereafter discontinue, and cause the LP and the LLC to discontinue, use of such name or any variation thereof, and # amend and restate the LP Agreement and LLC Agreement to remove references to Emmis from all operative provisions. Notwithstanding anything to the contrary in the LP Agreement or the LLC Agreement, effective upon Closing, # Emmis shall have no obligation under the LP Agreement or the LLC Agreement to the extent attributable to any period after Closing, and # the Emmis rights under the LP Agreement and the LLC Agreement, each as in effect as of the date hereof, to the extent attributable to any period before Closing, including without limitation rights to distributions, advancements, and reimbursements, and all liability limitations and waivers and all indemnification obligations of the LP and LLC, shall survive Closing for the benefit of Emmis and each other indemnitee thereunder and beneficiary thereof. Capitalized terms used in this Section and not defined have the meanings set forth in the LLC Agreement.

c/o ​

1 Medpace Holding Company, Inc. is a FSHCO (as defined in the Credit Agreement) and therefore is not a Subsidiary Guarantor.