JSC Decisions. The Joint Steering Committee shall work in good faith ​ on any action, decision or other matter for which it has authority under this Agreement, with each Party having one vote. ​. In the event that the Joint Steering Committee does not agree on any such action, decision or other matter within the scope of its responsibility, ​ shall have the final decision-making authority with respect to such action, decision or other matter.

Within the JSC. Subject to the exceptions specified below in this [Section 4.6(b)], all decisions within the JSC (whether originating there, or referred to it by an operating Committee) will be made by unanimous agreement. If a matter is referred by an operating ​, the ​ will use good faith efforts, in compliance with ​, to resolve promptly such matter. If the ​ is unable to reach unanimous agreement on any issue for which it is responsible, other than those addressed ​, within ​ after a Party affirmatively states that a decision needs to be made, either Party may elect to submit such issue to ​in accordance with ​. Notwithstanding the foregoing:

Responsibilities. As a Board member, you will be required to perform such duties as a director as may be determined and assigned by the Board and under the Company’s articles of incorporation, bylaws and policies, as well as such duties assigned under Delaware and other applicable laws. You will be expected to participate in regularly scheduled and special Board meetings, meet or otherwise periodically confer with Company executives and provide such other services as are customary and appropriate for members of a board of directors. The Company expects that you will attend regularly-scheduled meetings in person. However, we understand that scheduling issues arise.

Composition. Each Party will initially appoint ​ representatives to the JSC, all of whom have sufficient seniority within the applicable Party to make decisions arising within the scope of the JSC’s responsibilities. The Parties’ initial representatives to the JSC are set forth on ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED

such other responsibilities as may be assigned to the JSC pursuant to this Agreement or as may be mutually agreed upon in writing by the parties from time to time.

Committee Responsibilities. Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the following actions:

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.

Delegated Responsibilities. The Global Compensation Department shall have the authority to delegate any of its responsibilities for administration to such other groups or persons as it deems proper for prudent administration of the Plan.

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.

Provider to Control. Provider shall have the complete professional, managerial and technical responsibility for the quality, validity, accuracy, timeliness and reliability of the Services and the Work Product (as defined in Section 6.1), whether such Services and Work Product are performed by employees or agents of Provider, its affiliates or its subcontractors (all collectively referred to as “Provider” or “its Personnel”).