Nondisparagement/References. Executive agrees not to make negative comments or otherwise disparage the Companies or their respective officers, directors, other employees holding the titles of Senior Vice President who reported directly to Executive or the titles of Executive Vice President or higher, or shareholders holding more than 5% of Holdings' outstanding common stock as of the Termination Date (and such shareholders' affiliates) in any manner reasonably likely to be harmful to them or their business, business reputation or personal reputation. The Companies agree that the Companies will not, and the individuals holding the titles of Senior Vice President who reported directly to Executive or the titles of Executive Vice President or higher, and the members, as of the date hereof, of the Boards of Directors of the Companies will not, while employed by the Companies or serving as a director of Holdings, as the case may be, make negative comments about Executive or otherwise disparage Executive in any manner that is reasonably likely to be harmful to his business reputation or personal reputation. The parties hereto will not assist, encourage, discuss, cooperate, incite, or otherwise confer with or aid any others in discrediting the other or in pursuit of a claim or other action against the other, except as required by law. Executive shall direct any employment inquiries or requests for references to General Counsel, ​, 8501 Williams Road, Estero, Florida 33928. Nothing contained in this Section 11 shall prevent any party from # making truthful statements in any judicial, arbitration, governmental, or other appropriate forum for adjudication of disputes between the parties or in any response or disclosure by any party compelled by legal process or required by applicable law or # exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934).

Nondisparagement. You agree that neither You nor anyone acting on your behalf or at your direction will disparage, denigrate, defame, criticize, impugn or otherwise damage or assail the reputation or integrity of ​ publicly or privately to any third party, including without limitation # to any current or former employee, officer, director, contractor, supplier, customer, or client of ​; # any prospective or actual purchaser of the equity interests of ​ or its business or assets; or # to any person or entity in the automotive industry, automotive marketing, advertising or other services, or the automotive press. Notwithstanding the foregoing provisions of this Section 6, the foregoing provisions shall not be deemed to prevent or restrict You from disclosing factual information to the extent any such provisions are prohibited by applicable law with respect to any such disclosure of factual information.

During the Voting Period, the Investors shall not, directly or indirectly (including through officers, directors, employees, agents, attorneys or affiliated entities), disparage the Company or its respective officers, directors, employees, business operations, stockholders and agents, as applicable, in any manner likely to be harmful to them or their business, business reputation or personal reputation, nor shall the Investors provide assistance, information, encouragement or advice to any third party for the purpose of disparaging the Company or its respective officers, directors, employees, business operations, stockholders and agents, as applicable, in any manner likely to be harmful to them or their business, business reputation or

Nondisparagement. Executive agrees that both during the Employment Period and thereafter, the Executive shall not make or publish any statements or comments that disparage or injure the reputation or goodwill of Adtalem or any of its affiliates, or any of its or their respective officers or directors, or otherwise make any oral or written statements that a reasonable person would expect at the time such statement is made to likely have the effect of diminishing or injuring the reputation or goodwill of Adtalem, or any of its affiliates, or any of its or their respective officers or directors; provided, however, nothing herein shall prevent the Executive from providing any information that may be compelled by law. Likewise, Adtalem and its affiliates, as represented by their respective Directors and Officers, shall not make or publish any statements or comments that disparage or injure the reputation of the Executive, or otherwise make any oral or written statements that a reasonable person would expect at the time such statement is made to likely have the effect of diminishing or injuring the reputation of the Executive; provided, however, nothing herein shall prevent the Adtalem from providing any information that may be compelled by law.

Nondisparagement. You agree to take no action that would cause the Company or any Related Company (including its present and former employees and directors) embarrassment or humiliation or otherwise cause or contribute to the Company or any Related Company (including its present and former employees and directors) being held in a negative light or in disrepute by the general public or the Company’s or any Related Company's clients, shareholders, customers, federal or state regulatory agencies, employees, agents, officers, or directors. Nothing in this provision prohibits you from providing truthful testimony as required by law or to a government authority with jurisdiction over the Company or a Related Company in connection with an investigation by that authority, as to a possible violation of applicable law.

Nondisparagement. The Executive shall not, whether in writing or orally, in any forum, malign, denigrate or disparage the Company, its affiliates or any of their respective predecessors or successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) in any forum statements that tend to portray any of the aforementioned parties in an unfavorable light. Disclosure of information that the Executive is required to disclose pursuant to any applicable law, court order, subpoena, compulsory process of law or governmental decree shall not constitute a violation or breach of this Section; provided that the Executive delivers written notice of such required disclosure to the Company or its designee promptly before making such disclosure if such notice is not prohibited by applicable law, court order, subpoena, compulsory process of law or governmental decree.

Nondisparagement. Executive agrees that, both during and after Executive’s employment, Executive will not directly publicly make, publish, , any statements that in any way defame, criticize, malign, impugn, reflect negatively on, or disparage the Company or any member of the Company Group, or place any member of the Company Group in a negative light, in any manner whatsoever. Executive further agrees that during the Employment Period and for a period of 12 months thereafter, Executive will comply fully with any and all media and technology (including any e-mail, internet and social media) policies as in effect from time to time,, to the extent applicable, and any lawful Board directives regarding public statements regarding the Company, any member of the Company Group, or their respective personnel, related persons, investors or affiliates. Notwithstanding the foregoing, nothing in this Section 11 shall be construed in a manner that would violate any law or shall preclude Executive from testifying as required by lawful subpoena or other legal process, making good faith reports to governing regulatory bodies or authorities, or communicating inside the Company consistent with legitimate business needs. Notwithstanding any provisions to the contrary in this Agreement, after expiration of the restrictive covenants set forth in Sections 8, 9 and 10 of this Agreement, no actions of the Executive shall be deemed a violation of this Section 11 if such actions arise out of, or relate, directly or indirectly, to Executive’s service as an employee, officer, director of a competitor of Company.

Nondisparagement. At all times, Executive and Company agree not to disparage the one another or otherwise make comments harmful to the other’s reputation.

References. All references in the Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement as amended hereby; and any and all references in the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby.

References. References herein to rights and obligations of Executive shall apply, where appropriate, to Executive’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.