Common use of Further Acknowledgement Clause in Contracts

Further Acknowledgement. The parties to this Agreement agree and acknowledge that certain Locked-Up Holders are executing this Agreement as investment advisors for, and on behalf of, certain investment funds identified on such Locked-Up Holders’ signature pages. Notwithstanding the foregoing, by executing this Agreement, each such Locked-Up Holder executing this Agreement in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters set forth in this Agreement with respect to the Emmis securities such Locked-Up Holder beneficially owns (including those set forth on its signature page), (ii) it has the full authority on behalf of all such funds to vote, transfer and hold all the Emmis securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Agreement and to perform its respective obligations under, this Agreement, on behalf of each such fund. In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written. LOCKED-UP HOLDER DJD GROUP By: /s/ Xxx XxXxxxxx Name: Xxx XxXxxxxx Title: General Partner Address: 0000 Xxxxxxxx Xxxx #00X Xxxx/Xxxxx/Xxx: Xxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 101,210 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER DOUBLE DIAMOND PARTNERS By: /s/ Xxxxx X. Fight Name: Xxxxx X. Fight Title: General Partner Address: 0000 Xxxxxx Xxxxx Ct. City/State/Zip: Brecksville, OH 44141 Country: US Telecopy: Preferred Shares Beneficially Owned by Such Locked-Up Holder: 51,000 Common Shares Beneficially Owned by Such Locked-Up Holder: LOCKED-UP HOLDER XXXXXX FAMILY FOUNDATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 City/State/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 10,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER XXXXXXX X. XXXXXX By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 City/State/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 37,500 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER R2 INVESTMENTS, LDC By: Amalgamated Gadget, L.P, its Investment Manager By: Scepter Holdings, Inc., its General Partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: CFO & Treasurer Address: 000 Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxx/Xxxxx/Xxx: Xx. Xxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 337,050 Common Shares Beneficially Owned by Such Locked-Up Holder: zero LOCKED-UP HOLDER ZAZOVE AGGRESSIVE GROWTH FUND, L.P. By: Zazove Associates LLC, its General Partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Operating Officer Address: 0000 Xxxxx Xxxx. Xxxx/Xxxxx/Xxx: Xxxxxxx Xxxxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 117,098 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER THIRD POINT LLC By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Administrative Officer Address: 000 Xxxx Xxxxxx, 00xx xxxxx Xxxx/Xxxxx/Xxx: Xxx Xxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 216,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER LKCM PRIVATE DISCIPLINE MASTER FUND, SPC By: /s/ J. Xxxxx Xxxx Name: J. Xxxxx Xxxx Title: Vice President of LKCM Alternative Management, LLC, general partner of LKCM Private Discipline Management, L.P., general partner of LKCM Private Discipline Master Fund, SPC Address: 000 Xxxxxxxx Xxxxxx. Xxxxx 0000 City/State/Zip: Xxxx Xxxxx Xxxxx 00000 Country: USA Telecopy: 000-000-0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 100,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A

Further Acknowledgement. The parties to this Agreement agree and acknowledge that certain Locked-Up Holders are executing this Agreement as investment advisors for, and on behalf of, certain investment funds identified on such Locked-Up Holders’ ' signature pages. Notwithstanding the foregoing, by executing this Agreement, each such Locked-Up Holder executing this Agreement in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters set forth in this Agreement with respect to the Emmis securities such Locked-Up Holder beneficially owns (including those set forth on its signature page), (ii) it has the full authority on behalf of all such funds to vote, transfer and hold all the Emmis securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Agreement and to perform its respective obligations under, this Agreement, on behalf of each such fund. In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written. LOCKED-UP HOLDER DJD GROUP By: /s/ Xxx XxXxxxxx Name: Xxx XxXxxxxx Title: General Partner Address: 0000 Xxxxxxxx Xxxx #00X Xxxx/Xxxxx/Xxx: Xxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 101,210 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER DOUBLE DIAMOND PARTNERS By: /s/ Xxxxx X. Fight Name: Xxxxx X. Fight Title: General Partner Address: 0000 Xxxxxx Xxxxx Ct. City/State/Zip: Brecksville, OH 44141 Country: US Telecopy: :_____________________________ Preferred Shares Beneficially Owned by Such Locked-Up Holder: 51,000 Common Shares Beneficially Owned by Such Locked-Up Holder: LOCKED-UP HOLDER XXXXXX FAMILY FOUNDATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 City/State/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 10,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER XXXXXXX X. XXXXXX By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 City/State/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 37,500 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER R2 INVESTMENTS, LDC By: Amalgamated Gadget, L.P, its Investment Manager By: Scepter Holdings, Inc., its General Partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: CFO & Treasurer Address: 000 Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxx/Xxxxx/Xxx: Xx. Xxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 337,050 Common Shares Beneficially Owned by Such Locked-Up Holder: zero LOCKED-UP HOLDER ZAZOVE AGGRESSIVE GROWTH FUND, L.P. By: Zazove Associates LLC, its General Partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Operating Officer Address: 0000 Xxxxx Xxxx. Xxxx/Xxxxx/Xxx: Xxxxxxx Xxxxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 117,098 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER THIRD POINT LLC By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Administrative Officer Address: 000 Xxxx Xxxxxx, 00xx xxxxx Xxxx/Xxxxx/Xxx: Xxx Xxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 216,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER LKCM PRIVATE DISCIPLINE MASTER FUND, SPC By: /s/ J. Xxxxx Xxxx Name: J. Xxxxx Xxxx Title: Vice President of LKCM Alternative Management, LLC, general partner of LKCM Private Discipline Management, L.P., general partner of LKCM Private Discipline Master Fund, SPC Address: 000 Xxxxxxxx Xxxxxx. Xxxxx 0000 City/State/Zip: Xxxx Xxxxx Xxxxx 00000 Country: USA Telecopy: 000-000-0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 100,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/AA This Joinder to the Lock-Up Agreement, dated as of July 9, 2010, by and among the Locked-Up Holders signatory thereto (the "Agreement"), is executed and delivered by _________________ (the "Joining Party") as of __________, 2010. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.

Further Acknowledgement. The parties to this Agreement agree and acknowledge that certain Locked-Up Holders are executing this Agreement as investment advisors for, and on behalf of, certain investment funds identified on such Locked-Up Holders’ signature pages. Notwithstanding the foregoing, by executing this Agreement, each such Locked-Up Holder executing this Agreement in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters set forth in this Agreement with respect to the Emmis securities such Locked-Up Holder beneficially owns (including those set forth on its signature page), (ii) it has the full authority on behalf of all such funds to vote, transfer and hold all the Emmis securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Agreement and to perform its respective obligations under, this Agreement, on behalf of each such fund. In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written. LOCKED-UP HOLDER DJD GROUP By: /s/ Xxx XxXxxxxx Name: Xxx XxXxxxxx Title: General Partner Address: 0000 Xxxxxxxx Xxxx #00X Xxxx/Xxxxx/Xxx: Xxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 101,210 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER DOUBLE DIAMOND PARTNERS By: /s/ Xxxxx X. Fight Name: Xxxxx X. Fight Title: General Partner Address: 0000 Xxxxxx Xxxxx Ct. City/State/Zip: Brecksville, OH 44141 Country: US Telecopy: _____________________________ Preferred Shares Beneficially Owned by Such Locked-Up Holder: 51,000 Common Shares Beneficially Owned by Such Locked-Up Holder: ___________________________ LOCKED-UP HOLDER XXXXXX FAMILY FOUNDATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 City/State/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 10,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER XXXXXXX X. XXXXXX By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Address: 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000 City/State/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 37,500 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER R2 INVESTMENTS, LDC By: Amalgamated Gadget, L.P, its Investment Manager By: Scepter Holdings, Inc., its General Partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: CFO & Treasurer Address: 000 Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxx/Xxxxx/Xxx: Xx. Xxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 337,050 Common Shares Beneficially Owned by Such Locked-Up Holder: zero LOCKED-UP HOLDER ZAZOVE AGGRESSIVE GROWTH FUND, L.P. By: Zazove Associates LLC, its General Partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Operating Officer Address: 0000 Xxxxx Xxxx. Xxxx/Xxxxx/Xxx: Xxxxxxx Xxxxxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 117,098 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER THIRD POINT LLC By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chief Administrative Officer Address: 000 Xxxx Xxxxxx, 00xx xxxxx Xxxx/Xxxxx/Xxx: Xxx Xxxx, XX 00000 Country: USA Telecopy: 000 000 0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 216,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER LKCM PRIVATE DISCIPLINE MASTER FUND, SPC By: /s/ J. Xxxxx Xxxx Name: J. Xxxxx Xxxx Title: Vice President of LKCM Alternative Management, LLC, general partner of LKCM Private Discipline Management, L.P., general partner of LKCM Private Discipline Master Fund, SPC Address: 000 Xxxxxxxx Xxxxxx. Xxxxx 0000 City/State/Zip: Xxxx Xxxxx Xxxxx 00000 Country: USA Telecopy: 000-000-0000 Preferred Shares Beneficially Owned by Such Locked-Up Holder: 100,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/AHOLDER

Further Acknowledgement. The parties to this Agreement agree and acknowledge that certain Locked-Up Holders are executing this Agreement as investment advisors for, and on behalf of, certain investment funds identified on such Locked-Up Holders’ signature pages. Notwithstanding the foregoing, by executing this Agreement, each such Locked-Up Holder executing this Agreement in such capacity further represents and warrants to the other Locked-Up Holders that (i) it has the requisite power and authority to agree to all of the matters set forth in this Agreement with respect to the Emmis securities such Locked-Up Holder beneficially owns (including those set forth on its signature page), (ii) it has the full authority on behalf of all such funds to vote, transfer and hold all the Emmis securities such Locked-Up Holder beneficially owns, and (iii) it has all requisite power and authority to enter into this Agreement and to perform its respective obligations under, this Agreement, on behalf of each such fund. * * * * * In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written. LOCKED-UP HOLDER DJD GROUP By: /s/ Xxx XxXxxxxx Don DeFosxxx Name: Xxx XxXxxxxx Don DeFosxxx Title: General Partner Address: 0000 Xxxxxxxx 3203 Baysxxxx Xxxx #00X Xxxx/Xxxxx/Xxx: Xxxxx, XX 00000 CountryXxxxxxx: USA Telecopy: 000 000 0000 Preferred 813 902 9000 Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 101,210 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER DOUBLE DIAMOND PARTNERS By: /s/ Kevan A. Xxxxx X. Fight Name: Kevan A. Xxxxx X. Fight Title: General Partner Address: 0000 Xxxxxx 6787 Waltxx Xxxxx CtXx. CityXxxx/State/Zip: Brecksville, OH 44141 Country: US Telecopy: Preferred Shares Beneficially Owned by Such Locked-Up Holder: 51,000 Common Shares Beneficially Owned by Such Locked-Up Holder: LOCKED-UP HOLDER XXXXXX FAMILY FOUNDATION RADOFF FAXXXX XOUNDATION By: /s/ Xxxxxxx X. Bradley L. Xxxxxx Name: Xxxxxxx X. Bradley L. Xxxxxx Title: President Address: 0000 Xxxx 1177 West Xxxx Xxxxx, Xxxxx 0000 CityXxxx/StateXxxte/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 832 202 0000 Preferred Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 10,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER XXXXXXX X. BRADLEY L. XXXXXX ByXy: /s/ Xxxxxxx X. Bradley L. Xxxxxx Name: Xxxxxxx X. Bradley L. Xxxxxx Title: Address: 0000 Xxxx 1177 West Xxxx Xxxxx, Xxxxx 0000 CityXxxx/StateXxxte/Zip: Houston, TX 77027 Country: United States Telecopy: 000 000 832 202 0000 Preferred Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 37,500 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER R2 INVESTMENTS, LDC By: Amalgamated Gadget, L.P, its Investment Manager By: Scepter Holdings, Inc., its General Partner By: /s/ Xxxx Xxxxxx Noel Nessxx Name: Xxxx Xxxxxx Noel Nessxx Title: CFO & Treasurer Address: 000 Xxxxxxxx 301 Commexxx Xxxxxx Xxxxx 0000 Xxxx/Xxxxx/Xxx: Xx. Xxxxx, XX 00000 CountryXxxxxxx: USA Telecopy: 000 000 0000 Preferred 817 332 7000 Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 337,050 Common Shares Beneficially Owned by Such Locked-Up Holder: zero LOCKED-UP HOLDER ZAZOVE AGGRESSIVE GROWTH FUND, L.P. By: Zazove Associates LLC, its General Partner By: /s/ Xxxxxx X. Steven M. Xxxxxxx Name: Xxxxxx X. Steven M. Xxxxxxx Title: Chief Operating Officer Address: 0000 Xxxxx 1001 Tahox Xxxx. Xxxx/Xxxxx/Xxx: Xxxxxxx Xxxxxxx, XX 00000 CountryXxxxxxx: USA Telecopy: 000 000 0000 Preferred 847 239 7000 Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 117,098 Common Shares Beneficially Owned by Such Locked-Up Holder: 0 LOCKED-UP HOLDER THIRD POINT LLC By: /s/ Xxxxx X. James P. Xxxxxxxxx Name: Xxxxx X. James P. Xxxxxxxxx Title: Chief Administrative Officer Address: 000 Xxxx 390 Park Xxxxxx, 00xx xxxxx Xxxx/Xxxxx/Xxx: Xxx Xxxx, XX 00000 CountryXxxxxxx: USA Telecopy: 000 000 0000 Preferred 212 318 3000 Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 216,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A LOCKED-UP HOLDER LKCM PRIVATE DISCIPLINE MASTER FUND, SPC By: /s/ J. Xxxxx Xxxx Bryan Kinx Name: J. Xxxxx Xxxx Bryan Kinx Title: Vice President of LKCM Alternative Management, LLC, general partner of LKCM Private Discipline Management, L.P., general partner of LKCM Private Discipline Master Fund, SPC Address: 000 Xxxxxxxx 301 Commexxx Xxxxxx. Xxxxx 0000 CityXxxx/StateXxxte/Zip: Xxxx Xxxxx Fort Wortx Xxxxx 00000 CountryXxxxxxx: USA Telecopy: 000817-000332-0000 Preferred 4000 Xxxxxxxed Shares Beneficially Owned by Such Locked-Up Holder: 100,000 Common Shares Beneficially Owned by Such Locked-Up Holder: N/A