LOCK-UP AGREEMENT This Lock-up Agreement (this "Agreement"), is dated as of December 12, 2011,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...Lock-Up Agreement • December 21st, 2011 • Zazove Associates LLC • Radio broadcasting stations • New York
LOCK-UP AGREEMENT This Lock-up Agreement (this "Agreement"), is dated as of December 12, 2011,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 shares of 6.25% Series A Cumulative Convertible Preferred Stock (the "Preferred Shares") and all holders of such shares, the "Preferred Shareholders") issued by Emmis Communications Corporation ("Emmis"). RECITALS A. On December 1, 2011, Emmis launched a modified "Dutch auction" tender offer to purchase up to $6,000,000 in value of Preferred Shares at a price per share not less than $12.50 and not greater than $15.56 (the "Tender Offer"). The Tender Offer is currently scheduled to expire at 5:00 p.m., New York City time, on December 30, 2011, unless extended. Depending on the final purchase price of the offer, if the offer is fully subscribed, Emmis could purchase between 385,604 and 480,000 Preferred S
