Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Agent’s Own Account; Clients’ Account. The Company has been advised and acknowledges that the Agent and the Forward Purchaser may trade, in compliance with applicable law, in the Common Shares for the Agent’s or the Forward Purchaser’s own accounts and for the accounts of their clients at the same time as sales of the Shares occur pursuant to this Agreement.

Purchase for Own Account. This Warrant and the Shares to be acquired upon exercise hereof are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the shares of Common Stock to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the shares of Stock. The Purchaser has not been formed for the specific purpose of acquiring the shares of Stock.

The Common Stock will be acquired for the Shareholders’ own account, not as a nominee or agent. The Shareholders have no present intention of selling, granting any participation in or otherwise distributing any of the Common Stock in a manner contrary to the Act or any applicable state securities law. The Shareholders do not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person with respect to any of the Common Stock.

Purchase Entirely for Own Account. The FDOC Stock to be acquired by the CR Shareholders hereunder is being for investment purposes and for the CR Shareholders’ own accounts and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the CR Shareholders have no present intention of selling, granting any participation in or otherwise distributing the FDOC Stock. The CR Shareholders further represent that they do not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person with respect to the FDOC Stock. For purposes of this Agreement, “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof) or other entity.

Purchase for Own Account, Etc. Such Stock Payee is purchasing the Shares for such Stock Payee’s own account for investment purposes only and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and/or sales registered under the Securities Act. Such Stock Payee has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and is capable of evaluating the merits and risks of its investment in the Company. Such Stock Payee understands that it must bear the economic risk of this investment indefinitely, unless the Shares are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering the resale of any such Shares. Notwithstanding anything in this Section 4.2 to the contrary, by making the representations herein, such Stock Payee does not agree to hold the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption from the registration requirements under the Securities Act.

Purchase Entirely for Own Account. The Preferred Stock proposed to be acquired by the Shareholders hereunder will be acquired for investment for their own account, and not with a view to the resale or distribution of any part thereof, and each Shareholder has no present intention of selling or otherwise distributing the Preferred Stock, except in compliance with applicable securities laws.

Purchase Entirely for the Purchaser’s Own Account. The Purchaser is purchasing the Shares in the ordinary course of business for investment purposes only for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares.

Acceptance of Shares for Own Account for Investment. Grantee is acquiring the Shares for Grantee’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Grantee has no present intention of selling or otherwise disposing of all or any portion of the Shares.

Deferral Account. Deferral Account means the individual bookkeeping account maintained by the Company for an Eligible Employee to record the Eligible Employee’s Deferral Amounts and Deferral Incentive credits.

Income Account. The account will be credited with the amount deferred, and interest shall begin to accrue, as of the date the Non-Employee Director’s cash compensation is payable. Interest is credited at a rate equal to the simple combined average of the monthly Aa Industrial Bond yield averages for the immediately preceding calendar quarter as reported in Moody’s Bond Record. Interest is compounded quarterly. Amounts credited to the Income Account shall be distributed either in a single payment or in substantially equal quarterly, semi-annual or annual installments (over a period not to exceed 15 years), as specified by the Non-Employee Director on the deferral election form. If a Non-Employee Director fails to specify the manner in which the Income Account shall be distributed, then it shall be distributed in a single payment.

The Committee will furnish each Participant, or make available to each Participant on-line, periodic statements of the value of each of his/her Deferral Accounts.

Designated Account. Agent is authorized to make the Revolving Loans, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to [Section 2.6(d)]. Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Revolving Loan or Swing Loan requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.

The LP’s Intercompany Account with Emmis (the “Intercompany Account”) is adjusted to reflect payables and receivables between Emmis and the LP and/or LLC on a monthly basis when the books of the LP are closed. Once the balance sheet of the LP has been prepared for the month in which Closing occurs, which shall not be later than the 15th day of the month after the month in which Closing occurs, if the Intercompany Account is a payable of the LP, then Sinclair shall cause the LP to make such payment to Emmis not later than the 15th day of the month after the month in which Closing occurs (the “Settlement Date”), and if the Intercompany Account is a receivable of the LP, then Emmis shall make such payment to the LP not later than the Settlement Date.

Account Adjustments. Each Account shall be adjusted to reflect investment gain or loss on any balance in the Account as of the close of the immediately preceding Accounting Date. The adjustment shall be the same as what would actually have been recognized if the Account had been invested in the Qualified Plan under the investment options actually selected (or deemed selected) by the Participant hereunder.

Participant's Account. The Administrator shall create and maintain adequate records to reflect the interest of each Participant in the Plan. Such records shall be in the form of notional individual accounts, with each Participant having a Matching Restoration Account and an Employer Retirement Restoration Account. Such Accounts shall be kept for record-keeping purposes only and shall not be construed as providing for assets to be held in trust or escrow or any other form of asset segregation for the Participant or for any Beneficiary to whom benefits are to be paid pursuant to the terms of the Plan.

Cash Account. Adtalem shall maintain an account (the “Account”) on its books in the name of the Participant which shall reflect the amount of the Cash Award to the Participant and that is not yet vested. Until the Cash Award vest, it just represents Adtalem’s unsecured promise to pay to the Participant cash upon vesting.