The interest and property rights of any participating Director under the Plan shall not be subject to option nor be assignable either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any act in violation of this Section 12 shall be void.

Nonassignability. Neither Executive nor any of his or her beneficiaries shall have any right or power to alienate, anticipate, commute, pledge, encumber or assign any right to receive any amount which hereafter may become or at any time be due hereunder, and no attempt to effect any such alienation, anticipation, commutation, pledge, encumbrance or assignment will be recognized, honored or accepted by the Company.

Nonassignability. The Grantee’s rights and interest in the Performance Shares may not be sold, transferred, assigned, pledged, exchanged, hypothecated or otherwise disposed of except by will or the laws of descent and distribution.

Nonassignability. The Restricted Shares and the right to vote such shares and to receive dividends thereon, may not, except as otherwise provided in the Plan, be sold, assigned, transferred, pledged, or encumbered in any way prior to the vesting of such shares, whether by operation of law or otherwise, except by will or the laws of descent and distribution or qualified domestic relations. After vesting, the sale or other transfer of the shares of Common Stock shall be subject to applicable laws and regulations under the Exchange Act.

Nonassignability. No rights of any Participant under this Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of (including through the use of any cash-settled instrument), either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation or other disposition in violation of the provisions of this [Section 6(b)] shall be void and shall not be recognized or given effect by the Company.

Nonassignability. No Award will be assignable or transferable without the written consent of the Committee in its sole discretion, except by will or by the laws of descent and distribution.

Purchased Interests. Emmis owns the Purchased Interests free and clear of Liens, except for the pledge described on [Schedule 2.4] attached hereto (the “Pledge”), which is to be released at or prior to Closing.

Purchased Interests. Sinclair is legally, financially and otherwise qualified to acquire the Purchased Interests under applicable Law, including without limitation the regulations and policies of the FCC, subject to obtaining the waiver contemplated hereby.

Purchased Interests. Between the date of this Agreement and Closing, without the prior written consent of Sinclair, Emmis shall not dispose of or agree to dispose of the Purchased Interests, or permit to exist any Liens other than the Pledge upon, the Purchased Interests.

Additional Interests. The Company shall not have the right to issue or sell to any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or any other business entity, or a governmental entity or any department, agency, or political subdivision thereof (each, a “Person”) (including the Member) any of the following (“Additional Interests”) without the express written consent of the Member: # additional Units or other interests in the Company (including new classes or series thereof having different rights); # obligations, evidences of indebtedness or other securities or interests convertible into or exchangeable for Units or other interests in the Company; and # rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Units or securities exercisable for or convertible or exchangeable into Units, whether at the time of issuance or upon the passage of time or the occurrence of some future event. The Member shall determine the terms and conditions governing the issuance of such Additional Interests, including the number and designation of such Additional Interests, the preference (with respect to distributions) over any other membership interests and any required contributions in connection therewith. Upon the issuance or sale of Additional Interests, the Member or an authorized Officer shall amend [Schedule 1] without further vote, act or consent of any other Person to reflect the issuance or sale of such Additional Interests.