LOCK-UP AGREEMENT
EXHIBIT 99.2
EXECUTION VERSION
This Lock-up Agreement (this “Agreement”), is dated as of July 9, 2010, and is made by and
among the undersigned parties (each, a “Locked-Up Holder” and, collectively, the “Locked-Up
Holders”), each solely in its capacity as a beneficial owner (as defined below) of certain shares
of 6.25% Series A Cumulative Convertible Preferred Stock issued by Emmis Communications Corporation
(the “Preferred Shares”).
RECITALS
| A. | On May 25, 2010, Emmis Communications Corporation (“Emmis”) executed an agreement and plan of
merger (the “Merger Agreement”), that if consummated would result in Emmis being taken private
by Xxxxxxx X. Xxxxxxx (“Xxxxxxx”), Emmis’ Chairman, Chief Executive Officer and President.
The Merger Agreement provides for a series of transactions, each conditioned upon the other,
including, (a) the exchange of outstanding Preferred Shares for new 12% PIK Senior
Subordinated Notes due 2017 with a principal amount equal to 60% of the aggregate liquidation
preference (excluding accrued and unpaid dividends) of the Preferred Shares (the “Exchange
Offer”), (b) the repurchase of shares of Class A Common Stock of Emmis for $2.40 per share
(the “Share Repurchase”) and (c) amendments to the terms of the Preferred Shares (such
amendments or any other amendment or amendments that adversely affect the rights or
preferences of the holders of Preferred Shares, whether or not proposed in connection with the
Merger Agreement, the “Proposed Amendments” and together with the Exchange Offer and the Share
Repurchase, the “Proposed Transactions”). |
| B. | If the Proposed Transactions are completed, the Merger Agreement provides for the merger of
JS Acquisition Inc. (“JS Acquisition”), an entity formed by Smulyan, into Emmis. Emmis would
be taken private and each outstanding (a) Common Share (as defined below) that is not owned by
JS Acquisition and (b) Preferred Share (owned by anyone else other than Alden Global Capital
or its affiliates (collectively, “Alden”)) will be converted into the right to receive cash
from Emmis. |
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Locked-Up Holders hereby agree as follows:
1. Agreement. Solely in its capacity as a beneficial owner of Preferred Shares, each
Locked-Up Holder covenants and agrees that during the term of this Agreement, (a) it will vote or
cause to be voted any and all of its Preferred Shares beneficially owned by it (whether
beneficially owned by it on the date hereof or with respect to which beneficial ownership is
acquired by it after the date hereof (such Preferred Shares with respect to which beneficial
ownership is acquired after the date hereof, the “Future Preferred Shares”)) against the
Proposed Amendments unless the Requisite Locked-Up Holders (as defined below) shall have
consented in writing to a vote in favor of the Proposed Amendments and (b) it will take all
necessary action to achieve the foregoing. In furtherance of such agreement, a party may be
appointed at the direction or consent of Locked-Up Holders party hereto beneficially owning
two-thirds of the Subject Preferred Shares to act as the true and lawful attorney and agent in the
Locked-Up Holders’ respective name, place and stead, to vote as their proxy as a beneficial owner
of Preferred Shares against the Proposed Amendments, and to act as fully as the Locked Up-Holders
could do if personally present at such meeting or as agent for the Locked-Up Holders in connection
with the submission of a proxy, and, in any such case, with indemnifications, as necessary or
appropriate, and as may be agreed to by the Locked-Up Holders. The proxy and power of attorney
granted by the Locked-Up Holder shall be irrevocable during the term of this Agreement, and shall
be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy. Each
Locked-Up Holder represents and warrants that it has not given any other proxy or power of attorney
related to the Proposed Amendments that has not been revoked by an effective revocation thereof,
and during the term of this Agreement, each Locked-Up Holder shall not without the prior written
consent of the Requisite Locked-Up Holders grant any such proxy or power of attorney. In the event
of a stock dividend or distribution, or any change in the Preferred Shares by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the like, the term
“Preferred Shares” will be deemed to refer to and include all such stock dividends and
distributions and any shares into which or for which any or all of the Preferred Shares may be
changed or exchanged.
2. Sale/Acquisition.
(a) For a period commencing with the date hereof until the earlier of the termination of this
Agreement pursuant to Section 4 hereof and the consummation of Proposed Transactions previously
consented to in writing by the Requisite Locked-Up Holders (which consent shall expressly refer to
this Section 2), each Locked-Up Holder hereby agrees not to sell, assign, transfer, hypothecate or
otherwise dispose of, directly or indirectly, (i) any Preferred Shares or (ii) any option, interest
in or right to acquire any Preferred Shares, in either case absent the written consent of the
Requisite Locked-Up Holders and unless the transferee thereof agrees in writing to be bound by the
terms of this Agreement by executing and delivering to all Locked Up Holders a joinder
substantially in the form attached hereto as Annex A. In the event any Locked-Up Holder receives
the written consent of the Requisite Locked-Up Holders to effect any of the transactions described
in the foregoing clauses (i) and (ii), it shall give written notice to all Locked-Up Holders no
later than the first business day after giving effect to any such transaction. This Agreement
shall in no way be construed to preclude the Locked-Up Holders from acquiring Future Preferred
Shares or Common Shares or any interest therein; provided, that any Future Preferred Shares so
acquired shall automatically be deemed to be subject to the terms and conditions of this Agreement
for so long as this Agreement remains in effect; provided further, that a Locked-Up Holder shall
give written notice to all Locked-Up Holders no later than the first business day after acquiring
beneficial ownership of any such Future Preferred Shares or Common Shares.
(b) Each Locked-Up Holder further agrees that, without the prior written consent of the
Requisite Locked-Up Holders it shall not, and shall cause its affiliates and associates (each as
defined in Rule 12b-2 under the Exchange Act) not to enter into any agreement, arrangement or
understanding with any person for the purpose of holding, voting or disposing of any securities of
Emmis, or derivative instruments with respect to securities of Emmis; provided,
however, any Locked-Up Holder may, or may cause its affiliates and associates to enter into
any agreement, arrangement or understanding with any person for the purpose of acquiring any
securities of Emmis, or derivative instruments with respect to securities of Emmis. If a Locked-Up
Holder shall enter into an agreement, arrangement or understanding to effect any of the foregoing,
the Locked-Up Holder shall give written notice to all Locked-Up Holders no later than the first
business day after entering into any such agreement, arrangement or understanding
3. Ownership and Authority; Additional Information. Each Locked-Up Holder shall
deliver to Xxxxxx Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”), a beneficial ownership certificate,
substantially in the form attached hereto as Annex B (the “Ownership Certificate”), promptly upon
any change (by acquisition, sale or otherwise) of its beneficial ownership of Preferred Shares or
Common Shares. In addition, each Locked-Up Holder agrees to promptly furnish to Xxxxxx Xxxx (a)
any information necessary or appropriate for the making of any required or advisable public filing
or amendment thereto and (b) any other information supplementing information contained in any
publicly filed statement or amendment thereto as is necessary in order to make the statements
contained in such publicly filed statement or amendment not misleading.
4. Conditions; Termination.
(a) This Agreement shall automatically terminate upon the earlier of (i) September 30, 2010
and (ii) the written notice of the Requisite Locked-Up Holders of the termination of this
Agreement; and
(b) In the event of termination of this Agreement pursuant to this Section 4, the obligations
of the Locked-Up Holders hereunder shall cease, and no party shall have any liability to any other
party hereunder; provided, however, that no such termination shall relieve any party of liability
for any willful and material breach of this Agreement prior to the effectiveness of such
termination.
5. Representations and Warranties. Each of the Locked-Up Holders hereby represents
and warrants as to itself, that the following statements are true, correct and complete, as of the
date hereof:
(a) Lawful and Beneficial Ownership. It is the lawful and beneficial owner of the Emmis
securities and swaps or other derivative transactions relating to Emmis securities
set forth on the signature page hereto.
(b) Securities Laws. Neither it nor its affiliates or associates (i) is the beneficial owner
of any securities of Emmis or is a party to any swaps or other derivative transactions relating
to securities of Emmis, other than as described in the signature page hereto or (ii) has any
agreement, arrangement or understanding with any person for the purpose of acquiring, holding,
voting or disposing of any securities of Emmis.
(c) Power and Authority. It has all requisite power and authority to enter into this
Agreement and to perform its respective obligations under this Agreement.
(d) Authorization. The execution and delivery of this Agreement and the performance of its
obligations hereunder have been duly authorized by all necessary action on its part.
6. Acknowledgement. Each Locked-Up Holder agrees that it shall be responsible for
compliance with any obligations such Locked-Up Holder may have pursuant to Section 13(d) or Section
16 of the Exchange Act, if any, to the extent it may be deemed part of a “Group” within the meaning
of Rule 13d-5(b) under the Exchange Act or otherwise relating to its beneficial ownership of
securities of Emmis (including, without limitation, making all filings, if any, required to be made
by it on Schedule 13D and Forms 3, 4 and 5), it being agreed that no Locked-Up Holder shall be
responsible for any such non-compliance by any other Locked-Up Holder other than itself.
7. Effectiveness. This Agreement shall not become effective and binding on the
parties hereto unless and until counterpart signature pages hereto shall have been executed and
delivered by the parties hereto and it is executed by beneficial owners of at least one-third (1/3)
of the aggregate outstanding Preferred Shares.
8. Miscellaneous.
(a) Additional Signatories. Additional beneficial owners of Preferred Shares, with the prior
consent of the Requisite Locked-Up Holders, may join and be bound by all of the terms of this
Agreement by executing and delivering to all Locked-Up Holders a joinder substantially in the form
attached hereto as Annex A.
(b) Definitions. As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural forms of the terms
defined):
(i) “beneficially own” or “beneficial ownership” with respect to any securities shall
mean having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(ii) “Common Shares” shall mean shares of Emmis’ Class A, Class B or Class C Common
Stock.
(iii) “Requisite Locked-Up Holders” shall mean Locked-Up Holders party hereto
beneficially owning more than one-half of the Subject Preferred Shares.
(iv) “Subject Preferred Shares” shall mean the Preferred Shares beneficially owned by
the Locked-Up Holders on the date hereof and any Future Preferred Shares.
9. Amendments. This Agreement may not be modified or amended except in a writing
signed by Locked-Up Holders party hereto beneficially owning more than two-thirds of the Subject
Preferred Shares; provided, however, the obligations of each party to this Agreement, including,
without limitation, with respect to the term of this Agreement under Section 4(a)
hereto, may not be materially increased without the consent of Locked-Up Holders party hereto
beneficially owning more than two-thirds of the Subject Preferred Shares plus each adversely
affected party.
10. Governing Law; Jurisdiction. This Agreement shall be construed in accordance
with, and this Agreement shall be governed by, the laws of the State of New York, without regard to
any conflicts of law provision which would require the application of the law of any other
jurisdiction. By its execution and delivery of this Agreement, each of the Locked-Up Holders
hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding
against it with respect to any matter under or arising out of or in connection with this Agreement
or for recognition or enforcement of any judgment in any such action, suit or proceeding, may be
brought in any federal or state court of competent jurisdiction in the Borough of Manhattan of The
City of New York.
By execution and delivery of this Agreement, each Locked-Up Holder hereby irrevocably accepts
and submits itself to the exclusive jurisdiction of any such court, generally and unconditionally,
with respect to any such action, suit or proceeding and hereby waives any defense of forum non
conveniens or based upon venue if such action, suit or proceeding is brought in accordance with
this provision.
11. Headings. The headings of the Sections, paragraphs and subsections of this
Agreement are inserted for convenience only and shall not affect the interpretation hereof.
12. Limitation on Assignment; Successors and Permitted Assigns. None of the parties
hereto may assign any of its respective rights or obligations under this Agreement. This Agreement
is intended to bind and inure to the benefit of the parties and their respective successors, heirs,
executors, administrators and representatives.
13. Notice. Any notices or other communications to one or more Locked-Up Holders
required or permitted hereunder shall be in writing, and shall be sufficiently given if made by
hand delivery, by telecopier or registered or certified mail, postage prepaid, return receipt
requested, at the names and addresses on the applicable signature page or pages hereto, with a copy
to, Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attn: Xxxxxxx
Xxxxxxxxx, Esq. Any notice or communication to any party shall be deemed to have been given or
made as of the date so delivered, if personally delivered; on the date actually received if sent by
registered or certified mail, postage prepaid; and when receipt is acknowledged, if telecopied.
14. No Agency or Advisory Relationship. Except as expressly provided herein, each
Locked-Up Holder is acting independently of the others with respect to its investment in securities
of Emmis and no Locked-Up Holder has the authority to represent or bind any other Locked-Up Holder.
Each Locked-Up Holder (either itself or together with its investment manager) is a sophisticated
financial investor that has conducted and will continue to conduct its own investigation into the
affairs of Emmis as it may deem necessary for the purposes of its own investment, and no Locked-Up
Holder is providing any other Locked-Up Holder with investment, tax, legal or other advice. No
Locked-Up Holder is a fiduciary of any other Locked-Up Holder.
15. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same Agreement.
Faxed or pdf signatures shall be valid and binding for all purposes.
16. Coordination of Public Statements. Each Locked-Up Holder agrees that it shall,
and shall cause its affiliates to, consult with the other Locked-Up Holders prior to making any
public announcement concerning Emmis and/or its investment in Emmis and, where the Requisite
Locked-Up Holders object to all or any part of a public announcement, not make such public
announcement except to the extent it is believed in good faith, based on the advice of counsel, to
be required by applicable law or regulation.
17. Expenses. Locked-Up Holders party hereto beneficially owning more than two-thirds
of the Subject Preferred Shares may from time to time agree in writing that certain expenses to be
incurred in connection with their respective investments in the Preferred Stock shall be “Joint
Expenses” for purposes of this Section 17. Unless otherwise agreed, any Joint Expenses will be for
the ratable account of the Locked-Up Holders in accordance with the percentage of the Preferred
Shares beneficially owned by them as of the date of the designation of such expenses as Joint
Expenses (disregarding, for this purpose, any shares held by another Locked-Up Holder that may be
deemed to be beneficially owned solely by virtue of the Locked-Up Holders being deemed a “group”
within the meaning of Rule 13d-5(b) under the Exchange Act). Amounts incurred by a Locked-Up
Holder with respect to Joint Expenses in excess of its ratable share will be reimbursed by the
other Locked-Up Holders on demand upon presentation of appropriate supporting documentation. Other
than Joint Expenses, each Locked-Up Holder shall bear its own costs and expenses in connection with
this Agreement and its investment in Emmis.
18. Liability. No Locked-Up Holder nor any of its affiliates, or any of their
respective partners, members, employees, counsel, agents or representatives shall be liable to any
other Locked-Up Holder or its affiliates, in each case for any loss, liability, damage or expense
arising out of or in connection with this Agreement or any Schedule 13D, or amendment thereto,
filed by any Locked-Up Holder or its affiliates, or the actions or transactions contemplated hereby
or thereby, except to the extent such loss, liability, damage or expense is caused by such party’s
actual and material breach of the express provisions of this Agreement, gross negligence, fraud,
bad faith or willful misconduct.
19. No Third Party Beneficiaries. Unless expressly stated herein, this Agreement
shall be solely for the benefit of the parties hereto and no other person or entity.
20. Specific Performance. It is understood and agreed by each of the parties hereto
that money damages would not be a sufficient remedy for any breach of this Agreement by any party
and each non-breaching party shall be entitled to specific performance and injunctive or other
equitable relief as a remedy for any such breach.
21. 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.
* * * * *
[Remainder of Page Intentionally Left Blank]
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
Xxxx/Xxxxx/Xxx: Xxxxx, XX 00000
Country: USA
Telecopy: 000 000 0000
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 101,210
Locked-Up Holder: 101,210
Common Shares Beneficially Owned by Such
Locked-Up Holder: 0
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 Xx.
Xxxx/Xxxxx/Xxx: Xxxxxxxxxxx, XX 00000
Country: US
Xxxx/Xxxxx/Xxx: Xxxxxxxxxxx, XX 00000
Country: US
Telecopy:
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 51,000
Locked-Up Holder: 51,000
Common Shares Beneficially Owned by Such
Locked-Up Holder:
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
City/State/Zip: Houston, TX 77027
Country: United States
Telecopy: 000 000 0000
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 10,000
Locked-Up Holder: 10,000
Common Shares Beneficially Owned by Such
Locked-Up Holder: N/A
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
City/State/Zip: Houston, TX 77027
Country: United States
Telecopy: 000 000 0000
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 37,500
Locked-Up Holder: 37,500
Common Shares Beneficially Owned by Such
Locked-Up Holder: N/A
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
Xxxx/Xxxxx/Xxx: Xx. Xxxxx, XX 00000
Country: USA
Telecopy: 000 000 0000
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 337,050
Locked-Up Holder: 337,050
Common Shares Beneficially Owned by Such
Locked-Up Holder: zero
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
Xxxx/Xxxxx/Xxx: Xxxxxxx Xxxxxxx, XX 00000
Country: USA
Telecopy: 000 000 0000
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 117,098
Locked-Up Holder: 117,098
Common Shares Beneficially Owned by Such
Locked-Up Holder: 0
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
Xxxx/Xxxxx/Xxx: Xxx Xxxx, XX 00000
Country: USA
Telecopy: 000 000 0000
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 216,000
Locked-Up Holder: 216,000
Common Shares Beneficially Owned by Such
Locked-Up Holder: N/A
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
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
City/State/Zip: Xxxx Xxxxx Xxxxx 00000
Country: USA
Telecopy: 000-000-0000
Preferred Shares Beneficially Owned by Such
Locked-Up Holder: 100,000
Locked-Up Holder: 100,000
Common Shares Beneficially Owned by Such
Locked-Up Holder: N/A
Locked-Up Holder: N/A
ANNEX A
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.
| 1. | Agreement to be Bound. The Joining Party hereby agrees to join and be bound by
all of the terms of the Agreement. The Joining Party shall hereafter be deemed to be a
“Locked-Up Holder” for all purposes under the Agreement. |
||
| 2. | Representations and Warranties. The Joining Party hereby makes, as of the date
hereof, the representations and warranties of the Locked-Up Holders set forth in the
Agreement in Sections 1 and 5 thereof. |
||
| 3. | Governing Law. This Joinder shall be governed by and construed in accordance
with the internal laws of the State of New York, without regard to any conflicts of law
provisions which would require the application of the law of any other jurisdiction. |
* * * * *
[Remainder of Page Intentionally Left Blank]
In Witness Whereof, the Joining Party has caused this Joinder to be executed as of
the date first written above.
| JOINING PARTY |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Address:
City/State/Zip:
Country:
Telecopy:
Preferred Shares Beneficially Owned by Such
Joining Party:
Joining Party:
Common Shares Beneficially Owned by Such
Joining Party:
Joining Party:
ANNEX B
OWNERSHIP CERTIFICATE
This Ownership Certificate, dated as of , 2010 is being delivered pursuant to
Section 3 of the Lock-Up Agreement (the “Agreement”), dated as of July 9, 2010, by and among the
Locked-Up Holders1 signatory thereto. The undersigned, on behalf of itself and its
affiliates, certifies, represents and warrants that, as of the date hereof, it has acquired or
transferred and is the beneficial owner of Preferred Shares and Common Shares of Emmis as follows.
| Preferred Shares | Class A Common Stock | Class B Common Stock | Class C Common Stock | |||||||||||||
Previously Owned |
||||||||||||||||
Acquired |
||||||||||||||||
Transferred |
||||||||||||||||
Current Ownership |
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The undersigned, on behalf of itself and its affiliates, further certifies, represents and warrants
that, as of the date hereof, it does not beneficially own any other securities of Emmis other than
as set forth herein, and that it is not a party to any swaps or other derivative transactions
relating to Preferred Shares or Common Shares of Emmis, except as disclosed on Schedule 1
hereto.
* * * * *
[Remainder of Page Intentionally Left Blank]
| 1 | Each capitalized term used herein but not otherwise
defined shall have the meaning set forth in the Agreement. |
In Witness Whereof, the undersigned has caused this Ownership Certificate to be
executed and delivered by its duly authorized officer as of the date first above written.
| LOCKED-UP HOLDER |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Address:
City/State/Zip:
Country:
Telecopy:
SCHEDULE 1
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