Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) Each of DSW and RVI agrees that neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW Without limiting Parent's or the Company's other obligations under this Agreement (including under Section 8.1(b) hereof), Parent and RVI agrees the Company agree that neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shallthey will not, and that it shall use its reasonable best efforts to will cause its each of their subsidiaries and its Subsidiaries’ their respective officers, directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) not to, directly or indirectly, (iA) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (iiB) have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (C) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiD) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose publicly or agree or publicly propose to do any of the foregoingforegoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior "Acquisition Proposal” " means any inquiry, proposal or offer from any Person with respect to (A) any purchase of a bona fide written Acquisition Proposal which business or asset of Parent and the RVI Board Company that constitutes 15% or more of Directors the net revenues, net income or assets of Parent and the Company, taken as a whole, (B) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction (other than a Permitted Transaction) involving Parent or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC), or (C) any purchase or sale of, or tender or exchange offer for, the equity securities of Parent that, if consummated, would result in any Person (or the DSW Board stockholders of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects such Person) beneficially owning securities representing 15% or more of the proposal and total voting power of Parent (or of the person making the proposal (surviving parent entity in such transaction) or any of its Significant Subsidiaries, including any required voting agreements, breaksingle or multi-up fees, expense reimbursement provisions and conditions to consummation): step transaction or series of related transactions (i) is more favorable to the unaffiliated shareholders of RVI other than a proposal or DSW, as the case may be, from offer made by Buyer or an affiliate thereof or a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(aPermitted Transaction), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI Banknorth agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (as defined below), or any purchase or sale of 1510% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders stockholders of such person) beneficially owning securities representing 1510% or more of its or any of its Subsidiaries’ the total voting power of Banknorth (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementTD or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iiiiv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree or publicly propose to do any of the foregoing. (b) . Notwithstanding anything in the foregoing provisions of this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”Section 6.4(a), (C) engage in any discussions or negotiations withthe event that, or provide any confidential information or data toprior to obtaining the Required Banknorth Vote, any person in response to Banknorth receives an unsolicited bona fide written Acquisition Proposal by any such person first made after the date and its board of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines directors concludes in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this AgreementBanknorth may, and has considered in good faith, after consulting with may permit its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, Subsidiaries and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions furnish or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed cause to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.furnished

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of the Company or its Subsidiaries shall, and that the Company shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate or solicit any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of Subsidiaries) of the Company and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, 20% or more of the equity securities of the Company (any such proposal or offer (other than a proposal or offer made by Parent, Merger Sub or any of their affiliates) being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, (ii) engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve grant any waiver or recommend, release under any standstill or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related with respect to any Acquisition Proposal class of equity securities of the Company or agree or publicly propose to do any of its Subsidiaries, provided, however, that the foregoing. (b) Company may waive any provision in such standstill or similar agreement which has the effect of prohibiting direct communication relating to a proposal between such third party and the Company's Board of Directors or executive officers, and provided, further, that such waiver or release was made without prior solicitation or negotiation by the Company or its directors, officers, employees, agents or representatives. Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards the Company or its Board of Directors shall be permitted to (1) at any time prior to the time at which the Company's Shareholder Approval shall have been obtained, engage in discussions or negotiations with a third party who seeks, without prior solicitation by or negotiation with the Company or its directors, officers, employees, agents or representatives, to initiate such discussions or negotiations and may furnish such third party information concerning the Company and its business, properties, and assets if, and only to the extent that (A) the Board of Directors has determined, in their reasonable judgment, that such discussions may reasonably lead to a Superior Proposal, and (B) prior to furnishing such information to, or entering into discussions with, such third party, the Company receives from such third party an executed confidentiality agreement containing terms customary in transactions of such nature and the Company promptly notifies Parent of its intention to provide information to a third party; and (2) comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Except as set forth below, or make any disclosure that such party’s neither the Board of Directors of the Company nor any committee thereof may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (Bi) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in the Company Recommendation”), (Cii) engage approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or (iii) cause the Company or any of its Subsidiaries to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any discussions or negotiations withAcquisition Proposal. Notwithstanding the foregoing, or provide any confidential information or data toprior to the time at which the Company Shareholders Approval has been obtained, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of from a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreementthird party, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of DirectorsDirectors of the Company determines, in its reasonable judgment, after consultation with its outside legal counselfinancial advisor, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s the Board of Directors receives from such person an executed confidentiality of the Company or any committee thereof may, subject to payment of the Company Termination Fee set forth in Section 7.2(b) if and when applicable: (i) enter into a definitive agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and or (yii) prior to effecting such effect a Change in Recommendation, has (together with its financial of the Company Recommendation and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that approve or recommend such Acquisition Proposal no longer requires a Change Proposal, but in Recommendation; and (iii) in any such each case referred to in clause the foregoing clauses (Di) aboveand (ii), only if the Company notifies Parent, in writing and at least 72 hours prior to taking any such action, promptly of its intention to take such action, specifying the material terms of such Acquisition Proposal is and identifying the Person making such Acquisition Proposal, and Parent does not withdrawn and make, within 72 hours of receipt of such written notification, an offer that the applicable party’s Board of Directors determines of the Company determines, in good faith, faith after consultation with its financial advisors, is at least as favorable to the stockholders of the Company as such Acquisition Proposal, it being understood that the Company shall not enter into any binding agreement with respect to such offer constitutes a Superior ProposalAcquisition Proposal prior to the expiration of such 72-hour period. (cb) Each In addition to the notification required under the final sentence of DSW and RVI Section 5.4(a), the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it Company (or any of its representativesadvisors) of any inquiry relating to any potential Acquisition Proposal and the terms of such proposal or inquiry, indicating, in connection with such notice, including the identity of such the person and its affiliates making the material terms and conditions same, that it may receive in respect of any such Acquisition Proposal or request for information (including transaction, and shall keep Parent informed on a copy thereof if in writing current basis with respect to any significant developments with respect to the foregoing. The Company shall, and shall cause its Subsidiaries and the advisors, employees and other agents of the Company and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors Subsidiaries to, cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any third parties party conducted heretofore prior to the date hereof with respect to any Acquisition Proposal, Proposal and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of shall use its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform cause any such party (or its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the obligations undertaken in this Section 5.4Company to return or destroy all such information. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its commercially reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries it, or any purchase or sale of 15% or more of the consolidated assets (including equity interests without limitation stock of its Subsidiaries) of it the Company and its Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of the market capitalization of the Company, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 1510% or more of its or any of its Subsidiaries’ total voting power (or the equity securities of the surviving parent entity in such transaction) Company (any such proposal, proposal or offer or transaction (other than a proposal or offer made by the other party to this Agreementor an affiliate thereof or any proposal or offer made in conjunction with Specified Efforts) being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its commercially reasonable efforts to cause its and its Subsidiaries’ employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any accept an Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Proposal. Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards the Company or the Company’s Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI the Company Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”accordance with Section 5.01(b), or (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: (i) , in any such case as is referred to in clause (BC), (Ci) or (D) above, (x) such partythe Company’s Required Shareholders Stockholders Meeting shall not have occurred, (yii) such party has complied in all material respects with this Section 5.4 and (z) its the Company’s Board of Directors, Directors concludes in good faith (I) after consultation with its outside legal counselindependent financial advisor, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to could result in a Superior Proposal, and (II) after consultation with its outside legal counsel, that failure to take such action could be reasonably expected to result in a breach of its fiduciary duties under applicable law, (iii) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such partythe Company’s Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; customary for a transaction of this type (provided that (x) such party furnished agreement shall not be required to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal contain standstill provisions), and (yiv) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith providing any information or data to any Person or entering into discussions or negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) abovePerson, the Acquisition Proposal is not withdrawn and the applicable party’s Board Company notifies Parent promptly of Directors determines in good faithsuch inquiries, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW and RVI The Company agrees that it will promptly keep the other party Parent informed of the status and terms of any such Acquisition Proposal (including whether withdrawn proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also The Company agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partywill, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI The Company agrees that it will use commercially reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) 5.04. Nothing in this Section 5.4 5.04 shall (x) permit either party Parent or the Company to terminate this Agreement (except as specifically provided in Article 7 hereof) or to submit to (y) affect any other obligation of Parent or the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of Company under this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI Seasons agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (as hereinafter defined), other than any such transaction permitted by Section 6.2, or any purchase or sale of 155% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders stockholders of such person) beneficially owning securities representing 155% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementAgreement or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or Proposal; provided, however, that subject to compliance with Subsection (iiic) approve or recommend, or execute or enter into, any letter below and after the Board of intent, agreement Directors of Seasons concludes in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any good faith based on a written opinion of its outside counsel attesting that the foregoing restriction in 7.4(a) constitutes a breach of the foregoing. (b) Notwithstanding anything Seasons Board of Director’s statutory and common law obligations to its stockholders and that failure to take such actions would result in this Agreement to the contrarya violation of its fiduciary duties under applicable law, RVI Seasons may, and DSW may permit is Subsidiaries and its and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard representatives to, in response to an unsolicited Acquisition Proposal, furnish or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required cause to be made under applicable Lawfurnished confidential information or data and participate in negotiations or discussions regarding such Acquisition Proposal; and provided further that, prior to providing (Bor causing to be provided) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response permitted to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement be provided pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreementsentence, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is shall have entered into a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are with such third party on terms no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Confidentiality Agreement, . The term “Superior ProposalSignificant Subsidiary” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term ascribed thereto in Section 5.4(a), except that the reference to “15%” in the definition Rule 1-02 of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.Regulation S-X.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries it, or any purchase or sale of 15% or more of the consolidated assets (including equity interests without limitation stock of its Subsidiaries) of it the Company and its Subsidiaries, taken as a whole, having an aggregate value equal to 15% or more of the market capitalization of the Company, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or the equity securities of the surviving parent entity in such transaction) Company (any such proposal, proposal or offer or transaction (other than a proposal or offer made by the other party to this Agreementor an affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal”"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iiisubject to Section 7.1(h)) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any accept an Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Proposal. Notwithstanding anything in this Agreement to the contrary, RVI the Company and DSW and their respective Boards the Company's Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation the Company Recommendation, or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: , with respect to the actions contemplated by clauses (B) or (C), (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders the Company's Stockholders Meeting shall not have occurred, (ii) (x) in the case of clause (B) above, (I) such change is permitted by clause (y) such of the second proviso of the first sentence of Section 5.1(b) or (II) the Company has received an unsolicited bona fide written Acquisition Proposal from a third party has complied in all material respects with this Section 5.4 and (z) its the Company's Board of Directors, after consultation with its outside legal counsel, determines Directors concludes in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; Acquisition Proposal constitutes a Superior Proposal (iias defined in Section 8.11) and (y) in any such the case referred to in of clause (C) above, such party’s the Company's Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to could result in a Superior Proposal, and (iii) in the case of clause (C) above, prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s the Company's Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than containing terms at least as stringent as those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal 5.2 and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iiiiv) in any such the case referred to in of clause (DC) above, prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Acquisition Proposal is not withdrawn and the applicable party’s Board Company notifies Parent promptly of Directors determines in good faithsuch inquiries, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW and RVI The Company agrees that it will promptly keep the other party Parent informed of the status and terms of any such Acquisition Proposal (including whether withdrawn proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also The Company agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partywill, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI The Company agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) . Nothing in this Section 5.4 shall (x) permit either party Parent or the Company to terminate this Agreement (except as specifically provided in Article VII hereof) or to submit to (y) affect any other obligation of Parent or the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of Company under this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries Subsidiary nor any of the officers officers, directors and employees of the Company or directors of it or its Subsidiaries any Subsidiary shall, and that it the Company shall use its reasonable best efforts to cause its and its the Subsidiaries’ directorsagents and representatives (including any investment banker, attorney or accountant retained by it or any Subsidiary) not to initiate or solicit any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, tender offer, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any Subsidiary to acquire all or a substantial part of the business or properties of the Company or any Subsidiary or 5% or more of any capital stock of the Company or any capital stock of any Subsidiary (other than a proposal or offer made by Parent, Merger Subsidiary or any of their Affiliates), any such inquiry, proposal or offer being hereinafter referred to as an “Acquisition Proposal.” The Company further agrees that neither it nor any Subsidiary nor any of the officers, employeesdirectors and employees of it or the Subsidiaries shall, affiliates, and that it shall cause its and the Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its the Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or (ii) engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoingProposal. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW prior to the receipt of the required stockholder approval of the Merger, the Company, any Subsidiary, the Company Board or a committee of the Company Board and their respective Boards of Directors the Company’s and any Subsidiary’s officers, directors, employees, agents and representatives shall be permitted (i) to engage in discussions or negotiations with a third party who seeks, without prior solicitation (other than solicitations occurring prior to the date of this Agreement) by the Company, any Subsidiary or any of their directors, officers, employees, agents or representatives, to initiate such discussions or negotiations and may furnish such third party information concerning the Company and its business, properties, and assets if, and only to the extent that, in response to a bona fide written Acquisition Proposal, (A) the Company Board has determined in good faith, after consultation with its legal and financial advisors, that such discussions may reasonably lead to a Superior Proposal and (B) prior to furnishing such information to, or entering into discussions with, such third party, the Company receives from such third party an executed confidentiality agreement containing terms customary in transactions of such nature, and the Company notifies Parent of its intention to provide information to a third party one (1) Business Day prior to providing such information, and (ii) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Except as set forth below, or make neither the Company Board nor any disclosure that such party’s Board of Directors committee thereof may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (Bi) effect a Change change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”)its recommendation to holders of the Company Common Stock because of receipt of an Acquisition Proposal, (Cii) engage approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or (iii) cause the Company or any Subsidiary to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any discussions or negotiations withAcquisition Proposal. Notwithstanding the foregoing, or provide any confidential information or data to, any person in response to an unsolicited a bona fide unsolicited written Acquisition Proposal by any such person first made after from a third party that the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Company Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its legal and financial advisors, that such offer constitutes is a Superior Proposal, the Company Board may change its recommendation and may enter into a definitive agreement with respect to such Acquisition Proposal, but only if the Company notifies Parent, in writing of its intention to take such action at least two (2) Business Days prior to taking such action, specifying the material terms of such Superior Proposal and identifying the Person making such Superior Proposal, and if Parent does not make, within two (2) Business Days of receipt of such written notification, an offer that the Company Board determines, in good faith after consultation with its legal and financial advisors, is at least as favorable to the stockholders of the Company as such Superior Proposal, it being understood that the Company shall not change its recommendation as a result of such Superior Proposal or enter into any binding agreement with respect to such Superior Proposal prior to the expiration of such two (2) Business Day period, and that the Company shall postpone or adjourn the Company Stockholders’ Meeting, as necessary, to accommodate the procedures set forth in this sentence. (c) Each In addition to the notification required under the final sentence of DSW and RVI Section 6.3(b), the Company shall notify Parent promptly after receipt by the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it Company (or any of its representativesadvisors) of any inquiry relating to any potential Acquisition Proposal and the terms of such proposal or inquiry, indicating, in connection with such notice, including the identity of such person the Person and its Affiliates making the material terms and conditions same, that it may receive in respect of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence)transaction, and in shall keep Parent informed on a current basis with respect to any event each of DSW and RVI shall provide written notice significant developments with respect to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such informationforegoing. (d) Each of DSW and RVI agrees that (i) it will and will cause its SubsidiariesThe Company shall, and its shall cause the Subsidiaries and their the officers, directors, affiliatesadvisors, agentsemployees, representatives and advisors other agents of the Company and the Subsidiaries to, cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations with any third parties conducted heretofore prior to the date hereof with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW Nara and RVI Center Financial agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 1520% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person Person (or the shareholders stockholders of such personPerson) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ the total voting power of it (or of the surviving parent entity in such transaction) or of any of its Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementParty or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal Proposal, or (iii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree or publicly propose to do any of the foregoing. (b) (i) Notwithstanding anything in this Agreement to the contraryforegoing, RVI and DSW and their respective Boards the board of Directors directors of each Party shall be permitted permitted, prior to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board its respective meeting of Directors may determine (after consultation with its outside legal counsel) is required stockholders to be made under applicable Lawheld pursuant to Section 5.1, (B) effect and subject to material compliance by such Party with the other terms of this Section 5.4 and to such Party first entering into a Change confidentiality agreement with the Person making the Acquisition Proposal described below having provisions that are no less favorable to such Party than those contained in RVI Recommendation or a Change in DSW Recommendation (as applicablethe Confidentiality Agreement, a “Change in Recommendation”), (C) to engage in any discussions or and negotiations with, or provide any confidential nonpublic information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person Person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case which such Party’s board of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines directors concludes in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI Seller agrees that neither it none of Seller, the Company nor any of its Subsidiaries Subsidiaries, nor any of the their respective officers or directors of it or its Subsidiaries and directors, shall, and that it Seller shall use its commercially reasonable best efforts to cause its each of Seller’s, the Company’s and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it Seller, the Company or any of its Subsidiaries) not to (and shall not authorize any of them to, ) directly or indirectly, indirectly (i) solicit, initiate, solicit, knowingly encourage or knowingly facilitate the making of any proposal or offer inquiries with respect to, or a transaction to effectthe making, a mergersubmission or announcement of, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution any offer or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more proposal for an Acquisition (as defined below) of the consolidated assets Company (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage participate in any discussions or negotiations withregarding, or provide furnish to any confidential Person any nonpublic information or data with respect to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions, or initiation (iv) enter into any letter of such discussions intent or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of similar document or any such contract agreement or commitment contemplating any Acquisition Proposal (including whether withdrawn or rejected)transaction contemplated thereby. Seller, the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, Company and its and their officers, directors, affiliates, agents, representatives and advisors to, Subsidiaries will cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it and, promptly after the Closing, will not release request in writing the return or destruction of any confidential information provided to such third party fromparty, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) the terms of any confidentiality agreement with such third party. For purposes of this AgreementSection 5.1, “Superior ProposalAcquisition” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects shall mean any of the proposal and the person making the proposal following transactions (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, other than the transactions contemplated by this Agreement Agreement) (after giving effect to i) a merger, consolidation, business combination or similar transaction involving the Company or any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSWSubsidiary, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed a sale or reasonably capable other disposition by the Company of being fully financed and is otherwise reasonably capable all or a substantial part of being completed on the terms proposed; provided thatassets of the Company, for purposes or (iii) the acquisition by any Person or group, directly or indirectly, of this definition beneficial ownership or a right to acquire beneficial ownership of “Superior Proposal,” any shares of capital stock or equity interests of the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may beCompany.

Acquisition Proposals. (a) Each of DSW Company and RVI Parent agrees that that, except as expressly permitted by this Section 0, neither it nor any of its Subsidiaries subsidiaries nor any of the officers or and directors of it or its Subsidiaries subsidiaries shall, and that it shall use its commercially reasonable best efforts to instruct and cause its and its Subsidiariessubsidiaries’ directors, officers, employees, affiliatesagents, agents representatives and representatives advisors (including any investment banker, attorney or accountant retained by it or any of its Subsidiariessubsidiaries) not to, directly or indirectly, (i) : initiate, solicit, encourage or knowingly facilitate the making of (including by providing information) any effort or attempt to make or implement any proposal or offer with respect to, or a transaction to effect, a merger, amalgamation, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries subsidiaries (other than any such transaction permitted by Section 0 or Section 4.2(e), as the case may be) or any purchase or sale of 1510% or more of the consolidated assets (including equity interests including, without limitation, stock of its Subsidiariessubsidiaries) of it and its Subsidiariessubsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders stockholders of such person) beneficially owning securities representing 1510% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”); have, (ii) have continue, participate or otherwise engage in any discussions or negotiations with or provide any confidential information or data to any person relating to an Acquisition Proposal; approve or recommend, engage in or propose to approve or recommend, any negotiations concerning an Acquisition Proposal or knowingly facilitate submit to the vote of its stockholders any effort or attempt to make or implement an Acquisition Proposal prior to the termination of this Agreement; or (iii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, amalgamation agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW Company and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI Parent agrees that (i) it will shall, and will shall cause its Subsidiaries, subsidiaries and its and their respective officers, directors, affiliatesemployees, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW Company and RVI Parent agrees that it will shall use commercially reasonable best efforts to promptly inform its and its Subsidiariessubsidiaries’ respective directors, officers, affiliatesemployees, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing 0. Notwithstanding anything in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders contrary, if at any Acquisition Proposal other than the Merger time prior to obtaining the termination Required Company Vote, in the case of this Agreement Company, or the Required Parent Vote, in accordance with Section 7.1. (f) For purposes the case of this AgreementParent, “Superior Proposal” means a Company or Parent, as the case may be, receives an unsolicited bona fide written Acquisition Proposal which Proposal, Company, its Board of Directors and its Special Committee or Parent, its Board of Directors and its Special Committee, as the RVI case may be, shall be permitted to engage in discussions or negotiations with, and to provide any confidential information or data to, such person in response to such Acquisition Proposal, if and only to the extent that, (i) Company or Parent, as the case may be, has not breached its obligations under this Section 0, (ii) the Special Committee of Company or Parent, as the case may be, has received from the person so requesting such information an executed confidentiality agreement on terms no less restrictive on and no more favorable to such person than those contained in the applicable Confidentiality Agreement (except that the confidentiality agreement with such person shall not be required to contain the standstill provision in the ninth paragraph of such Confidentiality Agreement), (iii) the Board of Directors or Special Committee of the DSW Company or Parent, as the case may be, after consultation with its outside legal counsel and its financial advisors, concludes in good faith that (A) such Acquisition Proposal constitutes, or could reasonably be expected to constitute, a Superior Proposal and (B) such action is reasonably likely to be required in order for the relevant directors to comply with such directors’ fiduciary duties under applicable law and (iv) Company or Parent, as the case may be, has notified the other party of such Acquisition Proposal pursuant to and in accordance with this Section 0. Each of Company or Parent shall promptly notify the other party of any Acquisition Proposal or any request for information that could reasonably be expected to be related to an Acquisition Proposal received by, or any request that could reasonably be expected to be related to an Acquisition Proposal for discussions with or negotiations by, it, any of its subsidiaries or any of their respective directors, officers, employees, agents, representatives or advisors (including any investment bankers, attorneys or accountants), indicating, in connection with such notice, the identity of the person making such Acquisition Proposal or request and the material terms and conditions thereof (including a copy thereof and any related available documentation and correspondence), and in any event Company or Parent, as the case may be, shall provide written notice to the other party of any Acquisition Proposal, request for information or request for such discussions or negotiations within 24 hours of such event. Company or Parent, as the case may be, will keep the other party reasonably informed on a reasonably current basis of the status and terms of any such Acquisition Proposal or request (including whether such Acquisition Proposal or request is withdrawn or rejected and any material change to the terms thereof) and concurrently will provide the other party with copies of any written information that it provides to the person making an Acquisition Proposal or any such request. Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Required Company Vote, in the case of Company, or the Required Parent Vote, in the case of Parent (in each case, after the expiration of the Notice Period), the Board of DirectorsDirectors and/or Special Committee of Company or Parent, as the case may be, concludes that an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 5.5 constitutes a Superior Proposal (after giving effect to all of the adjustments to this Agreement which may be offered by the other party prior to or during the Notice Period), the Board of Directors and/or Special Committee of Company or Parent, as the case may be, may (i) approve or recommend, or propose publicly to approve or recommend, such Superior Proposal to its shareholders or stockholders (it being understood that any such approval or recommendation shall constitute a Change in Company Recommendation or a Change in Parent Recommendation, as the case may be) and (ii) approve or recommend, or propose to approve or recommend, and execute or enter into any letter of intent, agreement in principle, merger agreement, amalgamation agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to such Superior Proposal; provided that the Board of Directors and/or Special Committee of Company or Parent, as the case may be, may not take any of the actions set forth in the foregoing clause (i) or (ii) unless (A) the party seeking to take such actions has provided a written notice to the other party (a “Notice of Superior Proposal”) advising such other party that it has received a Superior Proposal and specifying the identity of the person making such Superior Proposal and the material terms thereof (including a copy thereof and any related available documentation and correspondence) and (B) such other party does not, within three business days following its receipt of the Notice of Superior Proposal (the “Notice Period”), make an offer that, as determined in good faithfaith by the Board of Directors and/or Special Committee of Company or Parent, as the case may be, after consultation with its outside legal counsel and financial advisors, results in the applicable Acquisition Proposal no longer being a Superior Proposal (provided that, during the Notice Period, Company or Parent, as the case may be, shall, and shall cause its outside legal counsel and its financial advisors to, negotiate in good faith with the other party (to the extent such other party desires to negotiate) with respect to any proposal from such other party). The parties understand and legal advisors, taking into account agree that to comply with this Section 5.5(e) any material revisions to the legal, financial, regulatory, timing and other aspects terms of such Superior Proposal shall require the party seeking to take any of the proposal and actions set forth in the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): foregoing clause (i) is more favorable or (ii) of this Section 5.5(e) to deliver to the unaffiliated shareholders other party a new Notice of RVI Superior Proposal and the commencement of a new Notice Period. Nothing contained in this Section 0 shall prohibit Company or DSWParent, as the case may be, from a financial point of view, than (i) complying with Rule 14d-9 or 14e-2 promulgated under the transactions contemplated by this Agreement (after giving effect to any adjustments Exchange Act to the terms and provisions extent applicable with regard to an Acquisition Proposal (provided that, in the case of this Agreement committed to in writing an Acquisition Proposal made by RVI way of a tender offer or DSWexchange offer, any failure by Company or Parent, as the case may be, in response its Board of Directors or its Special Committee to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except recommend that the reference to “15%” stockholders of Company or Parent, as the case may be, reject such offer within the time period specified in the definition of “Acquisition Proposal” Rule 14e-2(a) shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI Change in Company Recommendation or DSWChange in Parent Recommendation, as the case may be), or making any legally required disclosure to its stockholders with regard to an Acquisition Proposal (provided that any disclosure (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) made pursuant to Rule 14d-9 or 14e-2(a) shall be deemed to be a Change in Company Recommendation, or Change in Parent Recommendation, as the case may be, unless the Board of Directors or Special Committee of Company or Parent, as the case may be, expressly reaffirms its recommendation to its stockholders in favor of approval of this Agreement and the transactions contemplated hereby) or (ii) informing any person of the existence of the provisions contained in this Section 0.

Acquisition Proposals. (a) Each of DSW and RVI Without limiting New Core’s other obligations under this Agreement (including under Article VI hereof), New Core agrees that neither it nor any from and after the date of its Subsidiaries nor any this Agreement until the earlier of the officers Effective Time or directors the termination of this Agreement in accordance with Article X, it or its Subsidiaries shallshall not, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ officers, directors, officers, employees, affiliates, agents and representatives (including any investment bankerfinancial advisor, attorney or accountant retained by it or any of its Subsidiariesit) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, any New Core Acquisition Proposal (as defined below), (ii) have any discussions with or provide any confidential information or data to any Person relating to any New Core Acquisition Proposal, or engage in any negotiations concerning any New Core Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement any New Core Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any New Core Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any New Core Acquisition Proposal. (b) For purposes of this Agreement, “New Core Acquisition Proposal” means any inquiry, proposal or offer from any Person with respect to (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or New Core, (B) any purchase or sale or other disposition of 15% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken New Core except as a wholepermitted under Section 6.1(f) of this Agreement, or (C) any purchase or sale of, or tender or exchange offer for, its voting or similar transaction with respect to, the equity securities of New Core that, if consummated, would result in any person Person (or the shareholders of such personPerson) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ the total voting power of New Core (or of the surviving parent entity in such transaction), including in the case of each of clauses (A) through (C), any such proposal, offer single or multi-step transaction or series of related transactions (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”)RDSI, (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition ProposalMerger Corp., engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation Rurban or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”Subsidiary thereof), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a1) Each of DSW and RVI agrees that neither it Neither the Parent nor the Sub or any of its Subsidiaries nor any of the their respective officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to the Parent and Sub will cause its and its Subsidiaries’ directors, officers, their respective employees, affiliates, agents and representatives (including including, without limitation, any investment banker, attorney or accountant retained by it the Parent or any of its SubsidiariesSub) not to, directly or indirectly, (i) initiate, solicit, initiate or encourage (including by way of furnishing information), or knowingly take any other action designed or reasonably likely to facilitate (including, without limitation, any amendment, modification or termination, or any agreement to do any of the making foregoing, to the Rights Agreement or any redemption of rights issued thereunder) any inquiries or the submission or any proposal or offer from any Person relating to an Acquisition Proposal (as defined below) involving Parent, Sub or any other Parent Subsidiary or participate in any discussions or negotiations regarding any such Acquisition Proposal; provided, however, that subject to compliance with this Section 6.1(b), the Parent, the Sub and their respective directors and officers may participate in any discussions or negotiations regarding, furnish any information with respect to, assist or facilitate any effort or attempt by any Person to do or seek, an Acquisition Proposal, solely to the extent that the Board of Directors of Parent or Sub, as applicable, determines in good faith, that such actions are necessary in order for the Board of Directors of Parent or Sub, as applicable, to comply with its fiduciary obligations under applicable law in response to an Acquisition Proposal or material modification to an Acquisition Proposal, which Acquisition Proposal or material modification was made after the date hereof and was not solicited after the date hereof. As used herein, the term "Acquisition Proposal" means, with respect to a transaction to effectparticular Person, a merger, reorganizationconsolidation, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a wholeinvolving, or any purchase of all or sale any significant portion of the assets or any equity securities of, or any tender offer or exchange offer forfor shares of any class of equity securities of, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made Person. The transactions contemplated by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to Agreement shall not be deemed an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI . The Parent and DSW Sub will cease and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required cause to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in terminated any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition ProposalProposal and will notify Purchaser promptly if any such Acquisition Proposal is received by, and (ii) it will not release any third party such information is requested from, or waive any provisions ofsuch negotiations or discussions are sought to be instituted or continued with, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors Parent or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may beSub.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving involving, or any purchase or sale of all or any significant portion of the assets or more than 15% of the common stock of, it or any of its Subsidiaries, or (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of capital stock of it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, proposal or offer or transaction (other than a proposal or offer made by the other party to this AgreementMerger Sub or an affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal”"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, endorse an Acquisition Proposal, grant any waiver or release under any standstill or similar agreement with respect to any capital stock of the Company or any of its Subsidiaries, have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any accept an Acquisition Proposal or agree or publicly propose to do any of Proposal. Notwithstanding the foregoing. (b) Notwithstanding anything in this Agreement to , the contrary, RVI and DSW and their respective Boards Company or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 l4d-9 and Rule 14e-2 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation response to an unsolicited bona fide written Acquisition Proposal by any Person, recommend approval of such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company or a Change withdraw or modify in DSW Recommendation (as applicable, a “Change any adverse manner its recommendation referred to in Recommendation”), Section 3.26 hereof or (C) engage in any discussions or negotiations with, or provide (subject to an appropriate confidentiality agreement which shall not be less favorable to the Company in any confidential material respect than the Confidentiality Agreement (as defined herein) and a copy of which shall be provided to Merger Sub) any information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: (i) , in any such case as is referred to in clause (B), (C) or (D) aboveC), (x) the Board of Directors of the Company shall have concluded in good faith after consultation with outside counsel that such party’s Required Shareholders Meeting shall not have occurred, action is required to prevent the Board of Directors of the Company from breaching its fiduciary duties to the stockholders of the Company under applicable law and (y) such party has complied in all material respects with this Section 5.4 and (z) its the Board of Directors, Directors of the Company shall have concluded in good faith after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood advisors that such Acquisition Proposal constitutes or is reasonably likely to (1) would, if accepted, result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions transaction that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, Company's stockholders (in their capacities as the case may bestockholders), from a financial point of view, than the transactions contemplated by this Agreement and (after giving effect 2) is reasonably likely to any adjustments to be completed, taking into account all legal, financial, regulatory and other aspects of the terms proposal and provisions the Person making the proposal (an Acquisition Proposal meeting the requirements of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposalclauses (1) and (ii2) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; referred to herein as a "Superior Proposal," provided that, that for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), 5.4 except that the reference to “"15%” " in the definition of “"Acquisition Proposal” " shall each be deemed to be a reference to “a majority” "50%"); provided, however, that the Board of Directors shall not take any of the foregoing actions referred to in clauses (A) through (C) until after giving 24 hours written notice to Merger Sub with respect to its intent to take any such action and “informing Merger Sub of the terms and conditions of such proposal and the person making it. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal” . The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.4 of the obligations undertaken in this Section 5.4. (b) The Company and its Subsidiaries shall only be deemed to refer to (i) promptly notify Merger Sub of the terms of any written proposal which it may receive in respect of any such Acquisition Proposal, including, without limitation, the identity of the prospective purchaser or soliciting party and (ii) provide Merger Sub with a transaction involving RVI or DSWcopy of any such Acquisition Proposal, as if written. The Company shall keep Merger Sub reasonably informed of the case may bestatus of any such Acquisition Proposal.

Acquisition Proposals. (a) Each of DSW Parent and RVI Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its commercially reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (other than any such transaction permitted by Section 4.1(e) or (f) in the case of Parent, and Section 4.2(f) in the case of Company) or any purchase or sale of 1525% or more of the consolidated assets (including equity interests including, without limitation, stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders stockholders of such person) beneficially owning securities representing 1525% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal Proposal, or (iii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or otherwise approve, endorse or recommend any Acquisition Proposal, or propose or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their either party to this Agreement or its respective Boards Board of Directors shall be permitted to (A) to the extent applicable and being otherwise in compliance with this Section 5.4(b), comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s the Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Lawlaw, (B) effect a Change in RVI Company Recommendation or a Change in DSW Parent Recommendation (as applicable, a “Change in Recommendation”), and (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that:, (i) in any such case referred to in clause (B), (C) or (DC) above, (xI) such party’s with respect to Company, the Required Shareholders Meeting shall Company Vote has not have occurredbeen obtained or, with respect to Parent, the Required Parent Vote has not been obtained, (yII) such party has complied in all material respects with this Section 5.4 5.4, and (zIII) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawlaw; (ii) in any such the case referred to in of clause (CB) above, such party’s (I) there has been a development, event or occurrence after the date of this Agreement (an “Occurrence”) as a result of which the Board of Directors, after consultation with its outside legal counsel and financial advisors, determines in good faith that there is failure to effect a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely Change in Recommendation would be inconsistent with its fiduciary duties under applicable law, (II) it has notified the other party to result this Agreement, at least three (3) business days in advance of a Superior Proposaldate of its consideration of a resolution to effect a Change in Recommendation, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the any material information and documentation required possessed by Section 5.4(c) it with respect to such Occurrence (including, if the Occurrence is the receipt of an Acquisition Proposal from a third party, the material terms and conditions of such Acquisition Proposal, the identity of the party making such Acquisition Proposal and a copy of any relevant proposed transaction agreements with the party making such Acquisition Proposal and any other material documents received by it or its representatives in connection therewith), and (yIII) prior to effecting such a Change in Recommendation, it has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s the Board of Directors to conclude that such Acquisition Proposal Occurrence no longer requires a Change in Recommendation; andor (iii) in any such the case referred to in of clause (DC) above, the Acquisition Proposal is not withdrawn and the applicable party’s its Board of Directors determines in good faithDirectors, after consultation with its outside legal counsel and financial advisors, concludes in good faith that there is a reasonable likelihood that such offer Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, its Board of Directors receives from such person an executed confidentiality agreement having provisions that are no less favorable to the party providing such information than those contained in the Confidentiality Agreement; provided that the provisions in such confidentiality agreement with respect to treatment of certain sensitive confidential information to ensure compliance with applicable antitrust laws may differ due to the nature of the person or entity making such Acquisition Proposal. (c) Each of DSW Parent and RVI Company shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW Parent and RVI Company shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 48 hours of such event. Each of DSW Parent and RVI Company agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW Parent and RVI Company shall provide the other party with written notice of any material development thereto within 24 48 hours thereof. Each of DSW Parent and RVI Company also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto (i) has already been provided with such informationinformation or (ii) is restricted from receiving such information to ensure compliance with applicable antitrust laws; provided that in such case, such party shall inform the other party of the type of information to be provided to the third party making the request. (d) Each of DSW Parent and RVI Company agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW Parent and RVI Company agrees that it will use commercially reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives executive officers and financial and legal advisors of the obligations undertaken in this Section 5.4. Each party shall, if it has not already done so, promptly request, to the extent it has a contractual right to do so, that each person, if any, that has heretofore executed a confidentiality agreement within the six months prior to the date of this Agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information or data heretofore furnished to any person by or on behalf of it or any of its Subsidiaries. (e) Nothing in this Section 5.4 shall (x) permit either party to terminate this Agreement or to (y) affect any other obligation of the parties under this Agreement. Neither party shall submit to the vote of its shareholders stockholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1Agreement. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors of Parent or the DSW Board of DirectorsCompany, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders stockholders of RVI Parent or DSWCompany, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI Parent or DSWCompany, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed financed, reasonably likely to receive all required governmental approvals on a timely basis and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%% or more” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI Parent or DSWCompany, as the case may be.

Acquisition Proposals. (a) Each of DSW WorldCom and RVI MCI agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly otherwise facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving involving, or any purchase or sale of all or any significant portion of the assets or 10% or more of the equity securities of, it or any of its Subsidiaries or that, in any purchase or sale of 15% or more such case, could reasonably be expected to interfere with the completion of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (Merger or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) other transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “"Acquisition Proposal”"). Each of WorldCom and MCI further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any accept an Acquisition Proposal or agree or publicly propose to do any of Proposal. Notwithstanding the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards MCI or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation response to an unsolicited bona fide written Acquisition Proposal by any Person, recommend such an unsolicited bona fide written Acquisition Proposal to the stockholders of MCI, or a Change withdraw or modify in DSW Recommendation (as applicable, a “Change in Recommendation”), any adverse manner its approval or recommendation of this Agreement or (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: (i) , in any such case as is referred to in clause (B) or (C), (Ci) or (D) above, (x) such party’s Required Shareholders the MCI Stockholders Meeting shall not have occurred, (yii) such party has complied in all material respects with this Section 5.4 and (z) its the Board of Directors, after consultation with its outside legal counsel, determines Directors of MCI concludes in good faith that failure to take such action would Acquisition Proposal (x) in the case of clause (B) above would, if consummated, constitute a Superior Proposal or (y) in the case of clause (C) above could reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in constitute a Superior Proposal, and (iii) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s the MCI Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no less favorable on terms substantially similar to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Confidentiality Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (yiv) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith providing any information or data to any Person or entering into discussions or negotiations with any Person, the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that of MCI notifies WorldCom immediately of such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) aboveinquiries, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW and RVI MCI agrees that it will promptly keep the other party informed WorldCom informed, on a current basis, of the status and terms of any such Acquisition Proposal (including whether withdrawn proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW WorldCom and RVI also MCI agrees to provide the other party hereto with copies of any written information that it provides will immediately cease and cause to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate be terminated any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW WorldCom and RVI MCI agrees that it will use reasonable best efforts take the necessary steps to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors the individuals or entities referred to in the first sentence of this Section 5.5 of the obligations undertaken in this Section 5.4. (e) 5.5. Nothing in this Section 5.4 5.5 shall (x) permit either party WorldCom or MCI to terminate this Agreement (except as specifically provided in Article VII hereof) or to submit to the vote (y) affect any other obligation of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of MCI or WorldCom under this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause not permit its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney attorney, consultant or accountant (“Representatives”) retained by it or any of its Subsidiaries) not on its behalf to, directly or indirectly, (i) initiate, solicit, encourage solicit or knowingly facilitate encourage any inquiries or the making of any proposal or offer from any Person or group of Persons other than Parent or its affiliates, with respect to, or a transaction to effect, : (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution plan of liquidation or similar transaction involving it the Company; (ii) any purchase of 15% or more of any class of voting securities of the Company or its Subsidiaries Subsidiaries; or (iii) any purchase or sale of 15% or more of the equity interest in the Company or the consolidated assets (including equity interests of its Subsidiarieson a book value basis) of it the Company and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) whole (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall not permit its and its Subsidiaries’ Representatives to, (iii) have engage in any discussions with or negotiations with, or provide any confidential or non-public information or data to to, any person Person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or ; (ii) knowingly facilitate encourage any effort or attempt to make or implement an Acquisition Proposal or Proposal; (iii) approve approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept any Acquisition Proposal; (iv) approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal Proposal; (v) withdraw, modify, qualify or change the Recommendation or (vi) resolve, propose or agree or publicly propose to do any of the foregoing. The Company agrees that it, and its Subsidiaries will immediately cease and cause to be terminated, and it will not permit its Representatives to continue, any existing activities, discussions or negotiations with any Persons with respect to any Acquisition Proposal (except with respect to the transactions contemplated by this Agreement). (b) Notwithstanding anything Nothing contained in this Agreement to shall prevent the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to Company or the Company Board from (Ax) comply complying with Rule its disclosure obligations under Sections 14d-9 and Rule 14e-2 under of the Exchange Act with regard to an Acquisition ProposalProposal so long as any action taken or statement made to so comply does not include a withdrawal, modification, qualification or make change of the Recommendation in a manner adverse to Parent that is made in contravention of Section 7.3(b) (provided, however, that any disclosure that such party’s Board “stop, look and listen” or similar communication of Directors may determine (after consultation with its outside legal counselthe type contemplated by Rule 14d-9(f) is required under the Exchange Act shall not be deemed to be made under applicable Lawa withdrawal, modification, qualification or change of the Recommendation in a manner adverse to Parent) and (By) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in at any discussions or negotiations with, or provide any confidential information or data time prior to, but not after, the conditions set forth in Section 8.1(a) has been satisfied, and as long as there has not been a material or intentional failure to comply with any person of the obligations under this Section 7.2 with respect to the applicable Acquisition Proposal (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal by any if the Company receives from the Person so requesting such person first made after information an executed confidentiality agreement on terms no less restrictive on such Person than the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (terms contained in the case Confidentiality Agreement, and concurrently discloses the same non-public information to Parent if such non-public information has not been previously disclosed to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from such Person an executed confidentiality agreement as described in (A) above; or (C) withdrawing, modifying, qualifying or changing the Recommendation so as to recommend such an unsolicited bona fide written Acquisition Proposal to the stockholders of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementCompany, if and only to the extent that: that (iI) in any such each case referred to in clause (BA), (CB) or (DC) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied the Company Board determines in all material respects with this Section 5.4 and (z) its Board of Directorsgood faith, after consultation with its outside legal counsel, that such action is required to comply with the Company directors’ fiduciary duties to stockholders of the Company under applicable Law, (II) in each case referred to in clause (A), (B) or (C) above, the Company Board determines in good faith after consultation with its outside legal counsel and financial advisors that failure such Acquisition Proposal constitutes, or is reasonably likely to lead to, an Acquisition Proposal (which, for all such purposes, shall substitute 50% for 15% in the definition thereof) that, if accepted, is reasonably likely to be consummated, and if consummated, would result in a more favorable transaction (taking into account legal, financial, regulatory and other aspects of such Acquisition Proposal and the Merger and other transactions contemplated by this Agreement deemed relevant by the Company Board, the identity of the third party making such Acquisition Proposal, the terms and conditions of the Acquisition Proposal and the anticipated timing and prospects for completion of such Acquisition Proposal) to the Company’s stockholders than the transaction contemplated by this Agreement (taking into account all of the terms of any proposal by Parent to amend or modify the terms of the Merger and other transactions contemplated by this Agreement) (any such more favorable Acquisition Proposal is referred to in this Agreement as a “Superior Proposal”), and (III) in the case of clause (C) above, (i) Parent shall have been provided by the Company prompt written notice of (x) the Company Board’s intention to take such the action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any the Acquisition Proposal, including the identity of the party making such Acquisition Proposal or request for information (including Proposal, and, if available, a copy thereof of the relevant proposed transaction agreements with such party and other material documents, (ii) the Company shall have given Parent four business days after delivery of such notice to propose revisions to the terms of this Agreement (or make another proposal) and shall have negotiated in good faith with Parent with respect to such proposed revisions or other proposal, if any and (iii) the Company Board shall have determined in writing good faith, after considering the results of such negotiations and any related available documentation giving effect to the proposals made by Parent, if any, and after consultation with its outside legal counsel, that such withdrawal, modification, qualification or correspondencechange of the Recommendation is required to comply with its fiduciary obligations to the stockholders of the Company under applicable Law; provided, further that in the event the Company Board does not make the determination referred to in clause (iii) of this paragraph but thereafter determines to withdraw, modify, qualify or change the Recommendation pursuant to this Section 7.2, the procedures referred to in clauses (i), (ii) and (iii) shall apply anew and shall also apply to any subsequent withdrawal, modification, qualification or change. (c) The Company agrees that it will notify Parent promptly (and in any event each within 24 hours of DSW and RVI shall provide written notice to the other party of Company gaining Knowledge thereof) if any Acquisition Proposal, request for or any inquiry or indication that would reasonably be expected to lead to any Acquisition Proposal, by any Person is received by, any non-public information relating to the Company or initiation any of its Subsidiaries is requested by such a Person from, or any inquiry, discussions or negotiations regarding any Acquisition Proposal are sought to be initiated by such a Person with, the Company, its Subsidiaries or any of its Representatives. Such notice shall include the identity of the person making such Acquisition Proposal, indication, inquiry or request and a copy of such Acquisition Proposal, indication, inquiry or request (or, where no such copy is available, a description of such Acquisition Proposal, indication, inquiry or request), including any modifications thereto. The Company shall keep Parent reasonably informed on a current basis (and in any event within 24 hours of the occurrence of any material changes, developments, discussions or negotiations) of the status of any such event. Each Acquisition Proposal, indication, inquiry or request and of DSW and RVI agrees that it will promptly keep the other party informed of any material changes in the status and terms of any such Acquisition Proposal Proposal, indication, inquiry or request (including whether withdrawn or rejectedthe material terms and conditions thereof). Without limiting the foregoing, the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, Company shall promptly (and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereofhours) notify Parent orally and in writing if it determines to initiate actions concerning an Acquisition Proposal as permitted by Section 7.2(b) (y) (A) and (B). Each of DSW The Company shall not, and RVI also agrees to provide the other party hereto shall cause it Subsidiaries not to, enter into any confidentiality agreement with copies of any written information that it provides Person subsequent to the third party making date of this Agreement which prohibits the request therefor within 24 hours of the time it provides Company from providing such information to such third party, unless the other party hereto has already been provided with such informationParent. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that that, except as expressly permitted hereby, during the Pre-Closing Period, neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ directors, officers, employees, affiliatesagents, agents investment bankers, attorneys, accountants and other representatives (including any such employees, agents, investment bankerbankers, attorney or accountant retained by it or any of its Subsidiariesattorneys, accountants and other representatives, collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, encourage solicit or knowingly facilitate encourage any inquiries or the making of any proposal or offer with respect that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below) or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have engage in, continue or otherwise participate in, any discussions with or negotiations concerning, or provide any confidential information or data to any person relating to Person for the purpose of encouraging or facilitating, an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or otherwise facilitate knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean (i) any proposal or offer for a merger, consolidation, dissolution, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (iiiii) approve any proposal or recommendoffer to acquire in any manner, directly or execute or enter intoindirectly, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any over 15% of the foregoing. equity securities or consolidated total assets (bincluding, without limitation, equity securities of its Subsidiaries) of the Company, in each case other than the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement Agreement, prior to the contraryadoption of this Agreement at the Company Meeting (the “Specified Time”), RVI and DSW and their respective Boards of Directors shall be permitted to the Company may (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (as defined above, but substituting 50% for 15%, except in the case of an asset sale, in which case “all or substantially all” shall be substituted for 15%) that did not result from a termination breach of this Section 7.2(a) and subject to compliance with Section 7.2(b) if the Company Board receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive of the other party than those contained in the Confidentiality Agreement by RVI(and promptly discloses (and if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent) or 7.1(g(B) (engage in the case of a termination of this Agreement by DSW) of this Agreementor participate in any negotiations or discussions with any Person who has made such an Acquisition Proposal, if and only to the extent that: , (ix) in any each such case referred to in clause (A) or (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its the Company Board of Directors, after consultation with its outside legal counsel, determines in good faith after consultation with outside legal counsel that failure to take such action would reasonably be expected to be inconsistent with its the fiduciary duties obligations of the Company Board under applicable Law; , and (iiy) in any such case referred with respect to in clause (CB) above, such party’s the Company Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood (after consultation with its outside counsel and financial advisor) that such Acquisition Proposal constitutes or (1) if accepted, is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisorsbe consummated, taking into account the all legal, financial, regulatory, timing regulatory and other aspects of the proposal and the person Person making the proposal (including any required voting agreementsproposal, break-up feesand if consummated, expense reimbursement provisions and conditions to consummation): (i) is would result in a transaction more favorable to the unaffiliated shareholders holders of RVI or DSW, as the case may be, Company Common Stock from a financial point of view, view than the transactions transaction contemplated by this Agreement (after giving effect any such more favorable Acquisition Proposal being referred to any adjustments to the terms and provisions of in this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of a “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned ”) or (2) is reasonably likely to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer lead to a transaction involving RVI or DSW, as the case may beSuperior Proposal.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries subsidiaries nor any of its respective officers and directors or the officers or and directors of it or any of its Subsidiaries subsidiaries shall, and that it shall direct and use its all reasonable best efforts to cause its employees and its Subsidiaries’ directorsagents, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or by any of its Subsidiariessubsidiaries (collectively, its “Representatives”) not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, encourage any inquiries or knowingly facilitate the making or implementation of any proposal or offer with respect toAcquisition Proposal, or a transaction or, except to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any the extent that the board of its Subsidiaries or any purchase or sale of 15% or more directors of the consolidated assets (including equity interests Company determines, in good faith, after consultation with its outside financial and legal advisors, that such action is required in order for the board of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or directors of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party Company to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions comply with or provide any confidential information or data to any person relating to an Acquisition Proposalits fiduciary duties, engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations withconcerning, or provide any confidential information or data to, or have any person in response discussions with, any Person relating to an unsolicited bona fide written Acquisition Proposal by or otherwise facilitate any such person first made after the date of this Agreement effort or attempt to implement or make an Acquisition Proposal (and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B)event, (C) or (D) above, (x) such party’s Required Shareholders Meeting the Company shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in provide any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any confidential information or data to any person Person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from unless such person an shall have executed a confidentiality agreement having confidentiality provisions that are no less on terms at least as favorable to the party providing such information than as those contained in the Master Separation Confidentiality Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) ). “Acquisition Proposal” means any proposal or offer with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to following involving the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it Company or any of its representativesSignificant Subsidiaries: (1) any merger, indicatingconsolidation, share exchange, business combination or other similar transaction; (2) any sale, lease, exchange, pledge, transfer or other disposition of 30% or more of its consolidated assets or liabilities in connection with such noticea single transaction or series of transactions; (3) any tender offer or exchange offer for 30% or more of the outstanding shares of its capital stock; or (4) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing, other than the Merger provided for in this Plan. Notwithstanding anything in this Plan to the contrary, the identity Company shall (i) promptly advise PNC, orally and in writing, of such person and (A) the receipt by it (or any of the other persons referred to above) of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, (B) the material terms and conditions of any such Acquisition Proposal proposal or request for information inquiry (including a copy thereof if in writing and any related available documentation whether written or correspondenceoral), and in (C) the identity of the person making any event each of DSW such proposal or inquiry and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly (ii) keep the other party hereto fully informed of the status and terms details of any such Acquisition Proposal (including whether withdrawn proposal or rejected), the status inquiry and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore developments with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of thereto. The Company shall use its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement enforce any existing confidentiality or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement standstill agreements in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may bethereof.

Acquisition Proposals. Without limitation on any of such party's other obligations under this Agreement (a) Each including under Article IV hereof), each of DSW Parent and RVI the Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries it, or any purchase or sale of 15% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it such party and its Subsidiaries, taken as a whole, having an aggregate value equal to $5,000,000 or more, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 1510% or more of its or any the equity securities of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) party (any such proposal, proposal or offer or transaction (other than a proposal or offer made by the other party to this Agreementor an affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal”"). Each of Parent and the Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any accept an Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Proposal. Notwithstanding anything in this Agreement to the contrary, RVI Parent and DSW and their respective Boards its Board of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Parent or the Company, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreementmay be, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall promptly notify the other party to this Agreement of any Acquisition Proposal such inquiries, proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, any of it or its Subsidiaries or with any of its representativesor its Subsidiaries' officers, directors, employees, agents or other representatives indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW Parent and RVI the Company agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn proposals or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereofoffers. Each of DSW Parent and RVI also the Company agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partywill, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliatesemployees, agents, agents and other representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW Parent and RVI the Company agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective officers, directors, officersemployees, affiliates, agents, agents and other representatives and advisors of the obligations undertaken in this Section 5.45.5. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, directors, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) not toshall not, directly or indirectly, (i) initiate, solicit, encourage or knowingly otherwise facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a wholeinvolving, or any purchase or sale of any substantial portion of the assets of, or tender or exchange offer forany equity securities of, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any transaction that would involve the transfer or potential transfer of its Subsidiaries’ total voting power (or of control of, the surviving parent entity in such transaction) Company (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “"Acquisition Proposal”), (ii") have and has terminated any discussions with or negotiations with, and the provision of information or data to, any Person (other than Parent) respecting an Acquisition Proposal. The Company further agrees that it and its Subsidiaries, officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it) shall not, directly or indirectly, provide any confidential information or data to any person Person relating to or in contemplation of an Acquisition Proposal, Proposal or engage in any negotiations concerning or discussions relating to or in contemplation of an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommendProposal; provided, or execute or enter intohowever, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything that nothing contained in this Agreement to shall prevent the contrary, RVI and DSW and their respective Boards Company or its Board of Directors shall be permitted to from (Aa) comply complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an any Acquisition Proposal, or make ; and (b) if any disclosure only to the extent that such party’s the Board of Directors may determine of the Company concludes in good faith (after consultation having consulted with its and considered the advice of outside legal counsel) is required that such Acquisition Proposal would, if consummated, result in a transaction more favorable to the Company shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), until the Required Company Vote has been obtained, the Company may furnish or cause to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any furnished confidential information or data toand may participate in such negotiations and discussions but only if (i) the Company is not then in breach of its obligations under this Section, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(fii) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its the Board of Directors, Directors of the Company concludes in good faith (after consultation having consulted with its and considered the advice of outside legal counsel, determines in good faith ) that failure to take such action would reasonably be expected is necessary in order for its directors to be inconsistent comply with its their respective fiduciary duties under applicable Law; law and (iiiii) in confidentiality arrangements on terms no less beneficial to the Company as those entered into by Parent are entered into with respect thereto. The Company will notify Parent immediately if any such case referred to in clause (C) aboveinquiries, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes proposals or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with offers respecting an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any such information related to an Acquisition Proposal or data is requested from, or any such discussions with or negotiations byare sought to be initiated or continued with, it or any of its representatives, such Persons indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence)offers, and in any event each of DSW and RVI shall provide written notice keep Parent apprised with respect to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms thereof. The Company also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any such an Acquisition Proposal (including whether withdrawn or rejected), the status and nature of to return all confidential information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information heretofore furnished to such third party, unless the other party hereto has already been provided with such information. (d) Each Person by or on behalf of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to and will not waive any Acquisition Proposal"standstill" provision of any such, or any other, agreement. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 The Company shall permit either party to terminate this Agreement or to submit to the vote provide Parent at least two business days advance notice of its shareholders any Acquisition Proposal other than the Merger prior intention to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI present to its Board of Directors or the DSW Board accept any Superior Proposal and shall provide Parent with a summary of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions conditions thereof. Notwithstanding the foregoing, none of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such actions set forth on Schedule 5.4 shall constitute an Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW ▇▇▇▇▇▇▇▇ and RVI Tosco agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries Significant Subsidiaries, or any purchase or sale of 1520% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting equity securities that, if consummated, would result in any person Person (or the shareholders stockholders of such personPerson) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the any other party to this AgreementAgreement or an Affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal”"), (ii) have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiiv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose publicly or agree or publicly propose to do any of the foregoingforegoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, RVI each of ▇▇▇▇▇▇▇▇ and DSW ▇▇▇▇▇ (and their respective Boards of Directors Directors) shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine Proposal (after consultation with its outside legal counsel) is required to be made under applicable Lawthe extent applicable), (B) effect a Change in RVI the ▇▇▇▇▇▇▇▇ Recommendation or a Change in DSW Recommendation (the Tosco Recommendation, as applicablethe case may be, a “Change in Recommendation”), or (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: (i) , in any such case referred to in clause (B) or (C), (CI) in the case of ▇▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇▇ Stockholders Meeting shall not have occurred, or (D) abovein the case of Tosco, (x) such party’s Required Shareholders the Tosco Stockholders Meeting shall not have occurred, (yII) such (x) in the case of clause (B) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines Directors concludes in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; Acquisition Proposal constitutes a Superior Proposal and (iiy) in any such the case referred to in of clause (C) above, such party’s its Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in could constitute a Superior Proposal, and (III) in the case of clause (B) or (C) above, its Board of Directors, after consultation with outside counsel, determines in good faith that there is a reasonable probability that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, (IV) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s its Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no customary in such agreements, as advised by counsel, provided that if such confidentiality agreement contains provisions that are less favorable to restrictive than the party providing such information than those comparable provision, or omits restrictive provisions, contained in the Master Separation Confidentiality Agreement; provided that , then the Confidentiality Agreement will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions, as the case may be, and (xV) such party furnished prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it notifies the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to promptly of such Acquisition Proposal and (y) prior to effecting such a Change in Recommendationinquiries, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW ▇▇▇▇▇▇▇▇ and RVI ▇▇▇▇▇ agrees that it will promptly keep the each other party reasonably informed of the status and terms of any such Acquisition Proposal (including whether withdrawn inquiries, proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each including the identity of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereofmaking such inquiry, proposal or offer. Each of DSW ▇▇▇▇▇▇▇▇ and RVI also Tosco agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partywill, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties (other than the parties to this Agreement) conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW ▇▇▇▇▇▇▇▇ and RVI ▇▇▇▇▇ agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) 6.5. Nothing in this Section 5.4 6.5 shall (x) permit either party ▇▇▇▇▇▇▇▇ or Tosco to terminate this Agreement (except as specifically provided in Article VIII hereof) or to submit to the vote (y) affect or limit any other obligation of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ under this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW AMB and RVI ProLogis agrees that neither it nor any of its Subsidiaries nor any of the officers or officers, trustees and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries or any purchase or sale of 1520% or more of the consolidated assets (including equity stock or other ownership interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders stockholders or other equity interest holders of such person) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other one party to this AgreementAgreement or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have participate in any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or Proposal, (iii) approve or recommend, or execute or enter into, into any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal (an “Acquisition Agreement”), or (iv) propose or agree or publicly propose to do any of the foregoing. (b) (i) Notwithstanding anything in this Agreement to the contraryforegoing, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with of AMB and the Board of Trustees of ProLogis shall each be permitted, prior to its outside legal counsel) is required respective meeting of stockholders or shareholders to be made under applicable Lawheld pursuant to Section 5.1, (B) effect and subject to compliance with the other terms of this Section 5.4 and to first entering into a Change confidentiality agreement having provisions that are no less favorable to such party than those contained in RVI Recommendation or a Change in DSW Recommendation (as applicablethe Confidentiality Agreement, a “Change in Recommendation”), (C) to engage in any discussions or and negotiations with, or provide any confidential nonpublic information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person Person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of that did not result from a termination breach of this Agreement by RVISection 5.4) or 7.1(g) (in and which the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of DirectorsDirectors of AMB or the Board of Trustees of ProLogis, as applicable, concludes in good faith (after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal ) constitutes or is reasonably likely to result in a Superior Proposal, if and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable only to the party providing such information than those contained extent that the directors of AMB or the trustees of ProLogis, as applicable, conclude in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisorstheir outside legal counsel) that failure to do so would be inconsistent with their duties under applicable Law. AMB or ProLogis, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received byas applicable, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice a copy of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees nonpublic information or data provided to provide the other a third party hereto with copies of any written information that it provides pursuant to the third party making the request therefor within 24 hours of the time it provides prior sentence prior to or simultaneously with furnishing such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI Without limiting Alpha's other obligations under this Agreement (including under Article VI hereof), Alpha agrees that from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ ' officers, directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, any Alpha Acquisition Proposal (as defined below), (ii) have any discussions with or provide any confidential information or data to any Person relating to an Alpha Acquisition Proposal, or engage in any negotiations concerning an Alpha Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Alpha Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Alpha Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Alpha Acquisition Proposal. (b) For purposes of this Agreement, "Alpha Acquisition Proposal" means any inquiry, proposal or offer from any Person with respect to (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it Alpha or any of its Significant Subsidiaries or (as defined in Rule 1-02 of Regulation S-X of the SEC), (B) any purchase or sale or other disposition of 1520% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it Alpha and its Subsidiaries, taken as a whole, or (C) any purchase or sale of, or tender or exchange offer for, its voting or similar transaction with respect to, the equity securities of Alpha that, if consummated, would result in any person Person (or the shareholders stockholders of such personPerson) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ the total voting power of Alpha (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries, including in the case of each of clauses (A) through (C), any such proposal, offer single or multi-step transaction or series of related transactions (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation Conexant or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”Subsidiary thereof), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI CCI agrees that neither it nor any of its Subsidiaries nor any of the Subsidiaries, officers or and directors of it or its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly otherwise facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a wholeinvolving, or any purchase of all or sale any significant portion of the assets or any equity securities of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) CCI (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “"Acquisition Proposal”"). CCI further agrees that neither it nor any of its Subsidiaries, officers and directors shall, and that it shall direct and use its best efforts to cause its employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it) have any discussions with not to, directly or indirectly, provide any confidential information or data to any person Person relating to an Acquisition Proposal, engage or in any negotiations concerning contemplation of an Acquisition Proposal or knowingly facilitate engage in any effort discussions or attempt negotiations relating to make or implement in contemplation of an Acquisition Proposal or (iii) approve or recommendProposal; provided, or execute or enter intohowever, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything that nothing contained in this Agreement to the contrary, RVI and DSW and their respective Boards shall prevent CCI or its Board of Directors shall be permitted to from (A) comply complying with Rule 14d-9 14e-2 and Rule 14e-2 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, ; (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage engaging in any discussions or negotiations with, or provide providing any confidential information or data to, any person Person in response to an unsolicited a bona fide written Acquisition Proposal by any such person first made after Person; or (C) recommending such bona fide written Acquisition Proposal to the date shareholders of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementCCI, if and only to the extent that: (i) , in any such case as is referred to in clause (B) or (C), (Ci) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its the Board of Directors, Directors of CCI concludes in good faith (after consultation with its outside legal counselfinancial advisors) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and is on terms that would, if consummated, result in a transaction more favorable to CCI shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and (ii) the Board of Directors of CCI determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes action is necessary for it not to breach its fiduciary obligations to shareholders under applicable law. CCI will notify Parent immediately if any inquiries, proposals or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with offers respecting an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any such information related to an Acquisition Proposal or data is requested from, or any such discussions with or negotiations byare sought to be initiated or continued with, it or any of its representatives, such Persons indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence)offers, and in any event each of DSW and RVI shall provide written notice keep Parent apprised with respect to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventstatus and terms thereof. Each of DSW and RVI CCI agrees that it will promptly keep the other party informed of the status immediately cease and terms of cause to be terminated any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with with, and the provision of information and data to, any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it . CCI will not release any third party from, also promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return all confidential information heretofore furnished to such Person by or waive any provisions of, any confidentiality or standstill agreement to which on behalf of it or any of its Subsidiaries is a party with respect to any Acquisition ProposalSubsidiaries. Each of DSW and RVI agrees that it CCI will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote provide Parent at least two business days' advance notice of its shareholders any Acquisition Proposal other than the Merger prior intention to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI present to its Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation accept any Superior Proposal and shall provide Parent with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects a summary of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions terms and conditions thereof. (b) Parent and Merger Sub agree that, while this Agreement remains in effect, at any meeting of the holders of shares of CCI Common Stock at which Parent or Merger Sub or any of their Affiliates shall have the right to consummation): vote its shares of CCI Common Stock or at any meeting of the holders of shares of CCI Common Stock, however called, or in connection with any written consent of the holders of shares of CCI Common Stock, each of Parent and Merger Sub and any such Affiliate shall vote (ior cause to be voted) is more favorable the shares of CCI Common Stock held by it, to the unaffiliated shareholders extent voting rights exist with respect to the proposals to be acted upon, in favor of RVI or DSW, as adoption of this Agreement and approval of the case may be, from a financial point of view, than the other transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may beAgreement.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries nor shall, and the Company shall, and shall cause its Subsidiaries to, cause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries regarding or the making or submission of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal with respect to the Company, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person that has made an Acquisition Proposal with respect to the Company or to any Person that the Company, any of its Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal with respect to the Company, or (iii) accept an Acquisition Proposal with respect to the Company or enter into any agreement, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the penultimate sentence of this Section 5.3(a)), (x) providing for, constituting or relating to an Acquisition Proposal with respect to the Company or (y) that would require, or would have the effect of causing, the Company to abandon, terminate or fail to consummate the Mergers or the other transactions contemplated by this Agreement. Any violation of the foregoing restrictions by any of the officers Company’s Subsidiaries or directors by any Representative of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it the Company or any of its Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (ii) not toof this Section 5.3(a) with respect to a third party at any time prior to obtaining the Company Required Vote if, directly or indirectlyprior to such vote, (ix) initiate, solicit, encourage or knowingly facilitate the making of any proposal or offer Company receives a bona fide written Acquisition Proposal with respect toto the Company from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it facilitated by the Company or any of its Subsidiaries or any purchase or sale of 15% or more their respective Representatives after the date and in violation of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (iiy) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, engage the Company Board determines in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine good faith by resolution duly adopted (after consultation with its financial advisors and outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal proposal constitutes or is reasonably likely to result in a Superior Proposal from the third party that made the applicable Acquisition Proposal with respect to the Company, and (z) the Company Board determines in good faith by resolution duly adopted (after consultation with its financial advisors and outside legal counsel) that the third party making such Acquisition Proposal has the financial and legal capacity to consummate such Acquisition Proposal, and prior to providing provided that the Company shall not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement; no actions taken in accordance with this sentence shall constitute a violation of clause (i) of this Section 5.3(a). Nothing contained in this Section 5.3 shall prohibit the Company or data the Company Board from taking and disclosing to the Company’s stockholders a position with respect to an Acquisition Proposal with respect to the Company pursuant to Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law. (b) The Company agrees that in addition to the obligations of the Company set forth in paragraph (a) of this Section 5.3, as promptly as practicable after receipt thereof (but in no event more than 24 hours after the Company’s receipt thereof), the Company shall advise Parent in writing of any request for information from a Person that has made, or the Company reasonably believes may be contemplating, an Acquisition Proposal with respect to the Company or any Acquisition Proposal with respect to the Company received from any Person, or any inquiry made or discussions or negotiations sought to be initiated or continued with respect to any person Acquisition Proposal with respect to the Company, and the material terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Company shall promptly provide to Parent copies of any written materials received by the Company in connection with an any of the foregoing and any correspondence related thereto, and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. The Company agrees that it shall provide to Parent any non-public information concerning the Company or its Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal with respect to the Company which was not previously provided to Parent as promptly as practicable after it provides such information to such other Person. The Company shall keep Parent fully informed of the status of any Acquisition Proposals with respect to the Company (including the identity of the parties and price involved and any material changes to any terms and conditions thereof). (c) Neither (i) the Company Board nor any committee thereof shall directly or indirectly (A) withdraw (or amend or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent or Merger Sub), the approval, recommendation or declaration of advisability by the Company Board or any such personcommittee thereof of this Agreement, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable the Mergers or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal with respect to the party providing such information Company (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) nor (ii) shall the Company or any of its Subsidiaries execute or enter into, any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal (other than those contained in the Master Separation an Acceptable Confidentiality Agreement permitted pursuant to Section 5.3(a)) (each an “Acquisition Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c”) with respect to such Acquisition Proposal and the Company or (yB) prior requiring it to effecting such a Change abandon, terminate or fail to consummate the Mergers or any other transaction contemplated by this Agreement. Notwithstanding anything to the contrary in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, at any time prior to obtaining the Company Required Vote, and has considered subject to the Company’s compliance at all times with the provisions of this Section 5.3 and Section 5.6, the Company Board may make a Company Adverse Recommendation Change described in clause (A) of the definition thereof if the Company Board (i) determines in good faith, after consulting consultation with outside legal counsel, that the failure to make a Company Adverse Recommendation Change described in clause (A) of the definition thereof would be reasonably expected to be inconsistent with its fiduciary duties to the stockholders of the Company, and (ii) provides written notice to Parent (a “Company Notice of Change”) advising Parent that the Company Board is contemplating making such Company Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that (x) the Company Board may not make such Company Adverse Recommendation Change until the fourth Business Day after receipt by Parent of the Company Notice of Change and (y) during such four Business Day period, at the request of Parent, the Company shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow the Company Board not to make such Company Adverse Recommendation Change consistent with its fiduciary duties. (d) Parent agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and Parent shall, and shall cause its Subsidiaries to, cause their respective Representatives not to (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries regarding or the making or submission of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal with respect to Parent, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information relating to Parent or any of its Subsidiaries or afford access to the properties, books or records of Parent or any of its Subsidiaries to any Person that has made an Acquisition Proposal with respect to Parent or to any Person that Parent, any of its Subsidiaries or any of their respective Representatives knows or has reason to believe is contemplating making an Acquisition Proposal with respect to Parent, or (iii) accept an Acquisition Proposal with respect to Parent or enter into any agreement, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the penultimate sentence of this Section 5.3(d)), (x) providing for, constituting or relating to an Acquisition Proposal with respect to Parent or (y) that would require, or would have the effect of causing, Parent to abandon, terminate or fail to consummate the Mergers or the other transactions contemplated by this Agreement. Any violation of the foregoing restrictions by any of Parent’s Subsidiaries or by any Representative of Parent or any of its Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Parent or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by Parent. Notwithstanding anything to the contrary in this Agreement, Parent and Parent Board may take any actions described in clause (ii) of this Section 5.3(d) with respect to a third party at any time prior to obtaining the Parent Required Vote if, prior to such approval, (x) Parent receives a bona fide written Acquisition Proposal with respect to Parent from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or facilitated by Parent or any of its Subsidiaries or any of their respective Representatives after the date and in violation of this Agreement) and (y) the Parent Board determines in good faith by resolution duly adopted (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes or is reasonably likely to result in a Superior Proposal from the third party that made the applicable Acquisition Proposal with respect to Parent, and (z) the Parent Board determines in good faith by resolution duly adopted (after consultation with its financial advisors and outside legal counsel) that the third party making such Acquisition Proposal has the financial and legal advisorscapacity to consummate such Acquisition Proposal, provided that Parent shall not deliver any modifications information to such third party without entering into an Acceptable Confidentiality Agreement; no actions taken in accordance with this sentence shall constitute a violation of clause (i) of this Section 5.3(d). Nothing contained in this Section 5.3 shall prohibit Parent or the Parent Board from taking and disclosing to Parent’s shareholders a position with respect to an Acquisition Proposal with respect to Parent pursuant to Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law. (e) Parent agrees that in addition to the obligations of Parent set forth in paragraph (d) of this Section 5.3, as promptly as practicable after receipt thereof (but in no event more than 24 hours after Parent’s receipt thereof), Parent shall advise the Company in writing of any request for information from a Person that has made, or Parent reasonably believes may be contemplating, an Acquisition Proposal with respect to Parent or any Acquisition Proposal with respect to Parent received from any Person, or any inquiry made or discussions or negotiations sought to be initiated or continued with respect to any Acquisition Proposal with respect to Parent, and the material terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and Parent shall promptly provide to the Company copies of any written materials received by Parent in connection with any of the foregoing and any correspondence related thereto, and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. Parent agrees that it shall provide to the Company any non-public information concerning Parent or its Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal with respect to Parent which was not previously provided to the Company as promptly as practicable after it provides such information to such other Person. Parent shall keep the Company fully informed of the status of any Acquisition Proposals with respect to Parent (including the identity of the parties and price involved and any material changes to any terms and conditions thereof). (f) Neither (i) the Parent Board nor any committee thereof shall directly or indirectly (A) withdraw (or amend or modify in a manner adverse to the Company), or publicly propose to withdraw (or amend or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by the Parent Board or any such committee thereof of this Agreement, the Mergers, the Parent Proposal or the other transactions contemplated by this Agreement proposed by the other party hereto or (B) recommend, adopt or approve, or propose publicly to determine whether such modifications cause such party’s Board of Directors to conclude that such recommend, adopt or approve, any Acquisition Proposal no longer requires a Change with respect to Parent (any action described in Recommendation; and this clause (iiii) in any such case being referred to as a “Parent Adverse Recommendation Change”), nor (ii) shall Parent or any of its Subsidiaries execute or enter into, (A) any Acquisition Agreement with respect to Parent (other than an Acceptable Confidentiality Agreement permitted pursuant to Section 5.3(d)) or (B) any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, requiring it to abandon, terminate or fail to consummate the Mergers or any other transaction contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Parent Required Vote, and subject to Parent’s compliance at all times with the provisions of this Section 5.3 and Section 5.6, the Parent Board may make a Parent Adverse Recommendation Change described in clause (DA) above, of the Acquisition Proposal is not withdrawn and definition thereof if the applicable party’s Parent Board of Directors (i) determines in good faith, after consultation with its financial advisorsoutside legal counsel, that such offer constitutes the failure to make a Superior Proposal. Parent Adverse Recommendation Change described in clause (cA) Each of DSW and RVI shall notify the other party definition thereof would be reasonably expected to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions be inconsistent with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice fiduciary duties to the other party shareholders of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition ProposalParent, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit provides written notice to the vote Company (a “Parent Notice of its shareholders any Acquisition Proposal other than Change”) advising the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except Company that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.Parent Boa

Acquisition Proposals. (a) Each of DSW Globespan and RVI Virata agrees --------------------- that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best commercial efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries Significant Subsidiaries, or any purchase or sale of 1520% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting equity securities that, if consummated, would result in any person Person (or the shareholders stockholders of such personPerson) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other any party to this Agreement) being hereinafter referred to as Agreement or an “Affiliate thereof), an "Acquisition Proposal”"), (ii) have any discussions discussion with or provide any -------------------- confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiiv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose publicly or agree or publicly propose to do any of the foregoingforegoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, RVI each of Globespan and DSW Virata (and their respective Boards of Directors Directors) shall be permitted to (Ai) comply with applicable law (including Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act Act) with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (Bii) effect a Change in RVI the Globespan Recommendation or a Change in DSW Recommendation the Virata Recommendation, as the case may be, or (as applicable, a “Change in Recommendation”), (Ciii) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: (i) , in any such case referred to in clause (Bii) or (iii), (CA) in the case of Globespan, the Globespan Stockholders Meeting shall not have occurred, or (D) abovein the case of Virata, (x) such party’s Required Shareholders the Virata Stockholders Meeting shall not have occurred, (yB) such (I) in the case of clause (ii) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines Directors concludes in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; Acquisition Proposal constitutes a Superior Proposal and (iiII) in any such the case referred to in of clause (Ciii) above, such party’s its Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in could constitute a Superior Proposal, and (C) in the case of clause (ii) or (iii) above, its Board of Directors, after consultation with outside counsel, determines in good faith that it is required to do so in the exercise of its fiduciary duties under applicable law, (D) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s its Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no less favorable at least as restrictive to such Person as the party providing such information than those comparable provisions contained in the Master Separation Confidentiality Agreement; provided that , and (xE) such party furnished prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it notifies the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to promptly of such Acquisition Proposal and (y) prior to effecting such a Change in Recommendationinquiries, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW Globespan and RVI Virata agrees that it will promptly keep the each other party reasonably informed of the status and terms of any such Acquisition Proposal (including whether withdrawn inquiries, proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each including the identity of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereofmaking such inquiry, proposal or offer. Each of DSW Globespan and RVI also Virata agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partywill, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties (other than the parties to this Agreement) conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW Globespan and RVI Virata agrees that it will use reasonable best commercial efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) 6.5. Nothing in this Section 5.4 6.5 shall (x) permit either party Globespan or Virata to terminate this Agreement (except as specifically provided in Article VIII hereof) or to submit to the vote (y) affect or limit any other obligation of its shareholders any Acquisition Proposal other than the Merger prior to the termination of Globespan or Virata under this Agreement except as specifically provided in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition ProposalSections 6.1(b) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a6.1(c), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW Except as expressly permitted by this Section 5.3, the Company shall not, and RVI agrees that neither it nor any shall cause each of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) their respective Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer with respect relating to, any transaction (other than any the transaction permitted or a transaction contemplated by this Agreement) to effect, effect (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of whose assets, taken together, constitute 15% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it the Company and its Subsidiaries, taken as a whole, based on fair market value, (B) any direct or any purchase or indirect sale of, or tender or exchange offer for, its the Company’s voting securities securities, in one or a series of related transactions, that, if consummated, would result in any person Person (or the shareholders of such personPerson) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ the Company’s total voting power (or of the surviving parent entity in such transaction) or (C) any direct or indirect sale, lease, exchange, mortgage, pledge, license, transfer or other disposition, directly or indirectly, by merger, consolidation, sale of equity interests, share exchange, joint venture, business combination or otherwise, in one or a series of related transactions, of assets or businesses of the Company or its Subsidiaries constituting 15% or more of the consolidated assets or revenues of the Company and its Subsidiaries, taken as a whole (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementParent or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data relating to the Company or any of its Subsidiaries to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or approve, recommend, execute or enter into, or propose to approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 5.3(b)(i)) or propose or agree or publicly propose to do any of the foregoing. Nothing in this Section 5.3 shall prohibit the Company, or its Board of Directors, directly or indirectly through any officer, employee or Representative, informing any Person that the Company is a party to this Agreement and referring such Person to this Section 5.3. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors the Company or the Company Board shall be permitted to (A) comply comply, to the extent applicable, with Rule 14d-9 and Rule 14e-2 14e-2, or make any “stop-look-listen” communication to the Company Securityholders pursuant to Rule 14d-9(f), each as promulgated under the U.S. Exchange Act with regard to an Acquisition Proposal, provided that this Section 5.3(b)(A) shall not permit the Company or the Company Board to make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Lawa Company Change in Recommendation except as expressly permitted by Section 5.3(b)(C), (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data and afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, any person Person in response to an unsolicited bona fide, written Acquisition Proposal by any such Person made after the date hereof under circumstances not relating to any breach of this Section 5.3, (C) effect a Company Change in Recommendation or terminate this Agreement in accordance with Section 7.2(h) in order to enter into a binding written agreement with respect to a Superior Proposal, in each case in response to an unsolicited bona fide written Acquisition Proposal by any such person first Person made after the date hereof under circumstances not relating to any breach of this Agreement and Section 5.3, or (D) terminate comply with Part 2 - Division 3 of National Instrument - 62¬104 Take Over Bids and Issuer Bids of the Canadian Securities Administrators and similar provisions under applicable Canadian Securities Laws relating to the provision of directors’ circulars in respect of an Acquisition Proposal that is not a Superior Proposal but only following compliance with this Agreement pursuant Section 5.3 by the Company and provided that this Section 5.3(b)(D) shall not permit the Company or the Company Board to Sections 7.1(f) (make a Company Change in the Recommendation except as expressly permitted by Section 5.3(b)(C), in each case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in the case of clause (B) above, (I) the Requisite Approval has not been obtained, (II) the Company has complied with this Section 5.3 in all material respects, (III) the Company Board, after consultation with its financial advisors and outside legal counsel, has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (IV) prior to providing any such information or data or access (in each case referred to as described in clause (B) above) to any Person in connection with an Acquisition Proposal, the Company shall enter into a confidentiality agreement with such Person having provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), provided that such confidentiality agreement shall not prohibit compliance by the Company with any of the provisions of this Section 5.3; and (ii) in the case of clause (C) or (D) above, (xI) such party’s Required Shareholders Meeting shall the Requisite Approval has not have occurredbeen obtained, (yII) such party the Company has complied with this Section 5.3 in all material respects respects, (III) the Company Board, after consultation with this Section 5.4 its financial advisors and (z) its Board of Directorsoutside legal counsel, has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal and, after consultation with its outside legal counsel, determines has determined in good faith that failure to take such action would reasonably be expected to be inconsistent with its the fiduciary duties of the directors of the Company under applicable Law; law, (iiIV) the Company has notified Parent in writing, at least four Business Days in advance, of its intention to effect such action (which notice shall include a copy of the relevant proposed transaction agreements and a copy of any financing commitments relating thereto); provided that such notice shall be given again (but shall be limited to two Business Days in advance) in the event of any revision to the financial terms or other material terms such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (yV) prior to effecting taking such a Change in Recommendationaction, the Company has, and has (together with caused its financial and legal advisors) engaged advisors to, negotiate with Parent in reasonable, good faith negotiations with the other party to this Agreement, and has considered enable Parent to propose in good faith, after consulting with its financial and legal advisors, any modifications writing revisions to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal would no longer requires constitute a Change in Recommendation; and Superior Proposal, and (iiiVI) in any following the end of such case referred to in clause (D) abovenotice period, the Acquisition Proposal is not withdrawn Company Board shall have considered in good faith any changes to this Agreement proposed in writing by Parent, and the applicable party’s Board of Directors determines shall have determined in good faith, after consultation with its financial advisorsadvisors and outside legal counsel, that notwithstanding such offer constitutes proposed changes, such Acquisition Proposal remains a Superior Proposal. (c) Each of DSW and RVI The Company shall notify the other party Parent as promptly as practicable of any request for information related to this Agreement of a potential Acquisition Proposal or any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it by the Company or any of its representativesRepresentatives, orally and in writing, indicating, in connection with such notice, the identity of such person Person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available material documentation or correspondence), and in any event each of DSW and RVI the Company shall provide written notice to the other party Parent of any such Acquisition Proposal, request Proposal or requests for information or and initiation of such discussions or negotiations within 24 hours by the end of the Business Day (New York time) following the day on which such eventevent occurs. Each of DSW and RVI The Company agrees that it will keep Parent promptly keep the other party informed and reasonably apprised of the status and material terms of any such Acquisition Proposal (including whether withdrawn or rejected), ) and the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiationsrequested, and in any event each of DSW and RVI the Company shall provide the other party Parent with written notice of any material development thereto within 24 hours thereofwith respect to any of the foregoing by the end of the day (New York time) following the day on which such development occurs. Each of DSW and RVI The Company also agrees to provide the other party hereto Parent with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides substantially contemporaneously with providing such information to such third party, unless the other party hereto Parent has already been provided with such information. (d) Each of DSW and RVI agrees that The Company (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors Representatives to, cease immediately and terminate any and all existing activitiessolicitation, knowing encouragement, knowing facilitation, discussions or negotiations with any third parties (other than Parent and its affiliates and its and their Representatives) conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not, and will cause its Subsidiaries not to, release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition ProposalProposal and (iii) will and will cause its Subsidiaries to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including by seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Each of DSW and RVI The Company agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit 5.3. The Company shall, if it has not already done so, promptly request, to the vote extent it has a contractual right to do so, that each Person, if any, that has heretofore executed a confidentiality agreement within the twelve months prior to the date hereof in connection with its consideration of its shareholders any Acquisition Proposal other than the Merger prior return or destroy all confidential information or data heretofore furnished to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors any Person by or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects on behalf of the proposal and the person making the proposal (including Company or any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may beits Subsidiaries.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause not authorize or instruct any of its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries Subsidiaries, or any purchase or sale of 15assets having a fair market value (as determined by the Board of Directors of the Company in good faith) in excess of 10% or more of the fair market value of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting equity securities that, if consummated, would result in any person Person (or the shareholders stockholders of such personPerson) beneficially owning securities representing 1510% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as Buyer or an “Acquisition Proposal”Affiliate thereof), an "ACQUISITION PROPOSAL"), (ii) have any discussions discussion with or provide any confidential information Confidential Information or non-public data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal (other than a proposal or offer made by Buyer or an Affiliate thereof), (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose publicly or agree or publicly propose to do any of the foregoingforegoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, RVI the Company (and DSW and their respective Boards its Board of Directors Directors) shall be permitted to (Ai) continue negotiations with any Person related to the sale of its Academic Systems subsidiary ("ACADEMIC SYSTEMS") so long as negotiations with said Person began prior to August 1, 2003, (ii) comply with applicable law (including Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act Act) with regard to an Acquisition Proposal, or (iii) file with the SEC a report on Form 8-K in accordance with the requirements thereof with respect to this Agreement and file a copy of this Agreement and any related agreements as an exhibit to such report, (iv) make any disclosure that such party’s to the Company's stockholders or any public announcement if, in the good faith judgment of the Board of Directors may determine (of the Company, after consultation with its outside legal counsel, failure to so disclose would be inconsistent with any applicable law, rule or regulation or any duty of the Board of Directors; provided that the Company shall not, except in accordance with the provisions of Section 6.1(b) is required to be made under applicable Lawand 6.4(b)(v), effect a Change in the Company Recommendation, (Bv) effect a Change in RVI the Company Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (Cvi) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after Person, or take any of the date of this Agreement actions described in Sections 6.4(a)(iii) and (Div) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreementabove, if and only to the extent that: (i) , in any such case referred to in clause (v) or (vi): (A) the Company Stockholder Approval shall not yet have been obtained; (B) the Company has not previously breached any of its covenants in Section 6.4(a), ; (C) or (DI) in the case of clause (v) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such the Company has received an unsolicited bona fide written Acquisition Proposal from a third party has complied in all material respects with this Section 5.4 and (z) its the Company's Board of Directors, after consultation with its outside legal counsel, determines Directors concludes in good faith that failure such Acquisition Proposal would lead to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; a Superior Proposal and (iiII) in any such the case referred to in of clause (Cvi) above, such party’s the Company's Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely would lead to result in a Superior Proposal; (D) the Company's Board of Directors, and after consultation with outside counsel, determines in good faith that it is required to do so in the exercise of its fiduciary duties under applicable law; (E) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s the Company's Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no less favorable at least as restrictive to such Person as the party providing such information than those comparable provisions contained in the Master Separation Confidentiality Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iiiF) in prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it promptly notifies Buyer of the receipt of such inquiries, proposals or offers received by, any such case referred information requested from, or any such discussions or negotiations sought to in clause (D) abovebe initiated or continued with, any of its representatives. The Company agrees that, subject to any obligation of confidentiality to which the Acquisition Proposal is not withdrawn Company may be bound, it will promptly keep Buyer informed of the status and material terms of any inquiries, proposals or offers and the applicable party’s status and material terms of any discussions or negotiations, including the identity of the party making such inquiry, proposal or offer, except to the extent that the Company's Board of Directors determines in good faithDirectors, after consultation with outside counsel, determines in good faith that to do so would be inconsistent with the exercise of its financial advisorsfiduciary duties under applicable law. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to provide Buyer with any information regarding an expression of interest, proposal, inquiry or offer relating to the sale of Academic Systems that such offer constitutes is received by or on behalf of the Company from a Superior ProposalPerson with whom the Company began negotiations prior to August 1, 2003. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI The Company agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected)will, the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties (other than Buyer) conducted heretofore with respect to any Acquisition ProposalProposal provided, and (ii) it will not release however, that, notwithstanding anything to the contrary, the Company shall be permitted to continue negotiations with any third party fromPerson related to the sale of Academic Systems so long as negotiations with said Person began prior to August 1, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal2003. Each of DSW and RVI The Company agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) 6.4. Nothing in this Section 5.4 6.4 shall (x) permit either party the Company to terminate this Agreement (except as specifically provided in Article VIII hereof) or to submit to (y) affect or limit any other obligation of the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of Company under this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, except as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; specifically provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a6.1(b), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI IPC agrees that neither it nor any of its Subsidiaries subsidiaries nor any of the officers or and directors of it or its Subsidiaries subsidiaries shall, and that it shall cause (and use its commercially reasonable best efforts to cause instruct) its and its Subsidiariessubsidiaries’ directors, officers, employees, affiliatesagents, agents representatives and representatives advisors (including any investment banker, attorney or accountant retained by it or any of its Subsidiariessubsidiaries) not to, directly or indirectly, : (i) initiate, solicit, encourage or knowingly facilitate the making of (including by providing information) any effort or attempt to make or implement any proposal or offer with respect to, or a transaction to effect, a an amalgamation, merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries subsidiaries or any purchase or sale of 1510% or more of the consolidated assets (including equity interests stock of its Subsidiariessubsidiaries) of it and its Subsidiariessubsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 1510% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementValidus) being hereinafter referred to as an “Acquisition Proposal”), ; (ii) have have, participate or otherwise engage in any discussions or negotiations with or provide any confidential information or data to any person relating to an Acquisition Proposal; (iii) approve or recommend, engage in or propose to approve or recommend, any negotiations concerning an Acquisition Proposal or knowingly facilitate submit to the vote of its shareholders any effort or attempt to make or implement an Acquisition Proposal prior to the termination of this Agreement; or (iv) approve or (iii) recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, amalgamation agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do Proposal; provided that IPC, its officers and directors, any of its subsidiaries and any of the foregoing. (b) Notwithstanding anything in this Agreement to the contraryofficers and directors of its subsidiaries may, RVI and DSW IPC and its subsidiaries may cause their respective Boards employees, agents, representatives and advisors (including any investment banker, attorney or accountant retained by it or any of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”subsidiaries), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) directly or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreementindirectly, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board board of Directorsdirectors of IPC, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or action is reasonably likely to result be required in a Superior Proposalorder for the directors to comply with their fiduciary duties under applicable Law and so long as IPC, its officers and prior to providing directors, its subsidiaries and its officers and directors and their respective employees, agents, representatives and advisors (including any information investment banker, attorney or data to any person in connection with an Acquisition Proposal accountant retained by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection subsidiaries) shall have complied with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondenceSection 5.5(c), and participate or otherwise engage in discussions or negotiations with or furnish confidential information or data to persons relating to an Acquisition Proposal; provided, further that (A) prior to participating or otherwise engaging in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of or furnishing such event. Each of DSW and RVI agrees that it will promptly keep confidential information or data IPC has entered into a confidentiality agreement with such person on terms not less restrictive in the other party informed aggregate to such person than the provisions of the status Confidentiality Agreement are to Validus and terms of any its subsidiaries and their respective personnel and representatives and (B) all such Acquisition Proposal (including whether withdrawn information or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions data has previously been provided or negotiations, and in any event each of DSW and RVI shall provide the other party made available to Validus or its representatives or is provided or made available to Validus or its representatives prior to or substantially concurrent with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information is provided to such third party, unless the other party hereto has already been provided with such informationperson. (db) Each of DSW IPC agrees that, subject to Section 5.5(d), it shall, and RVI agrees that (i) it will and will shall cause its Subsidiaries, subsidiaries and its and their respective officers, directors, affiliatesemployees, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will shall not, and shall not permit any of its subsidiaries to, release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI IPC agrees that it will shall use its commercially reasonable best efforts to promptly inform its and its Subsidiariessubsidiaries’ respective directors, officers, affiliatesemployees, agents, representatives and advisors of the obligations undertaken in this Section 5.45.5. IPC also agrees that it will promptly request each third party that has executed a confidentiality agreement prior to the date of this Agreement (other than any third party listed in Section 5.5(b) of the IPC Disclosure Letter) in connection with such third party’s consideration of a transaction involving IPC or any of its subsidiaries (or any portion thereof) to return or destroy all confidential information heretofore furnished to such third party or its representatives by or on behalf of IPC or any of its subsidiaries. (c) IPC shall promptly notify Validus of any (i) Acquisition Proposal, (ii) request for information that could reasonably be expected to be related to an Acquisition Proposal received by it, any of its subsidiaries or any of their respective directors, officers, employees, agents, representatives or advisors (including any investment bankers, attorneys or accountants), and (iii) request that could reasonably be expected to be related to an Acquisition Proposal for discussions with or negotiations by, it, any of its subsidiaries or any of their respective directors, officers, employees, agents, representatives or advisors (including any investment bankers, attorneys or accountants), indicating, in connection with such notice, the identity of the person making such Acquisition Proposal or request and the material terms and conditions thereof (including a copy thereof and any related available documentation and correspondence), and in any event IPC shall provide written notice to Validus of any Acquisition Proposal, request for information or request for such discussions or negotiations within 24 hours of such event. IPC will (A) inform the person making such Acquisition Proposal, request for information or request for discussions or negotiations of its obligations under this Agreement and (B) keep Validus reasonably informed on a reasonably current basis of the terms of any such Acquisition Proposal or request for information or request for discussions or negotiations (including whether such Acquisition Proposal or request for information or request for discussions or negotiations is withdrawn and any material change to the terms thereof). (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Required IPC Vote, the board of directors of IPC concludes that a bona fide written Acquisition Proposal that did not result from a breach of this Section 5.5 could be reasonably likely to constitute a Superior Proposal (after giving effect to all the adjustments to this Agreement which may be offered by Validus prior to or during the Notice Period), the board of directors of IPC may make a Change in IPC Recommendation; provided that the board of directors of IPC may not make a Change in IPC Recommendation unless (i) IPC has provided a written notice to Validus (a “Notice of Superior Proposal”) advising Validus that it has received an Acquisition Proposal that could be reasonably likely to constitute a Superior Proposal and specifying the identity of the person making such Acquisition Proposal and the material terms thereof (including a copy thereof and any related available documentation and correspondence) and (ii) Validus does not, within five business days following its receipt of the Notice of Superior Proposal (the “Notice Period”), make an offer that, as determined in good faith by the board of directors of IPC after consultation with its outside legal counsel and financial advisors, results in the applicable Acquisition Proposal no longer being a Superior Proposal (provided that, during the Notice Period, IPC shall, and shall cause its outside legal counsel and its financial advisors to, negotiate in good faith with Validus (to the extent Validus desires to negotiate) with respect to such proposal). The parties understand and agree that to comply with this Section 5.5(d) any revisions to the terms of such Superior Proposal which, individually or in the aggregate, would be material when considering such Superior Proposal in its totality, shall require IPC to deliver to Validus a new Notice of Superior Proposal and the commencement of a new Notice Period. (e) Nothing contained in this Section 5.4 5.5 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): prohibit IPC from (i) is more favorable complying with Rule 14d-9 or 14e-2 promulgated under the Exchange Act to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement extent applicable with regard to an Acquisition Proposal (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes in the case of this definition of “Superior Proposal,” the term an Acquisition Proposal shall have the meaning assigned made by way of a tender offer or exchange offer, any failure by IPC or its board of directors to such term in Section 5.4(a), except recommend that the reference to “15%” shareholders of IPC reject such offer within the time period specified in the definition of “Acquisition Proposal” Rule 14e-2(a) shall be deemed to be a reference Change in IPC Recommendation), or making any legally required disclosure to its shareholders with regard to an Acquisition Proposal (provided that any disclosure (other than a “a majoritystop, look and listen” and “Acquisition Proposal” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) made pursuant to Rule 14d-9 or 14e-2(a) shall only be deemed to refer be a Change in IPC Recommendation unless the board of directors of IPC expressly reaffirms its recommendation to a transaction involving RVI its shareholders in favor of approval of this Agreement and the transactions contemplated hereby) or DSW, as (ii) informing any person of the case may beexistence of the provisions contained in this Section 5.5.

Acquisition Proposals. (a) Each of DSW and RVI UDS agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it UDS or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it UDS or any of its Subsidiaries Significant Subsidiaries, or any purchase or sale of 1520% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting equity securities that, if consummated, would result in any person Person (or the shareholders stockholders of such personPerson) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the any other party to this AgreementAgreement or an Affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal”"), (ii) have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiiv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose publicly or agree or publicly propose to do any of the foregoingforegoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, RVI UDS (and DSW and their respective Boards its Board of Directors Directors) shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine Proposal (after consultation with its outside legal counsel) is required to be made under applicable Lawthe extent applicable), (B) effect a Change in RVI Recommendation the UDS Recommendation, or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: (i) , in any such case referred to in clause (B) or (C), (CI) or (D) above, (x) such party’s Required Shareholders the UDS Stockholders Meeting shall not have occurredoccurred other than as a result of a breach by UDS of its obligations pursuant to Section 6.1, (yII) such (x) in the case of clause (B) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines Directors concludes in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; Acquisition Proposal constitutes a Superior Proposal and (iiy) in any such the case referred to in of clause (C) above, such party’s its Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in could constitute a Superior Proposal, and (III) in the case of clause (B) or (C) above, its Board of Directors, after receipt of the advice of UDS's outside counsel, determines in good faith that there is a reasonable probability that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, (IV) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s its Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no customary in such agreements, as advised by counsel, provided that if such confidentiality agreement contains provisions that are less favorable to restrictive than the party providing such information than those comparable provision, or omits restrictive provisions, contained in the Master Separation Confidentiality Agreement; provided that (x) , then the Confidentiality Agreement will be deemed to be amended to contain only such party furnished less restrictive provisions or to omit such restrictive provisions, as the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal case may be, and (yV) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith providing any information or data to any Person or entering into discussions or negotiations with the other party to this Agreementany Person, and has considered in good faithit notifies Valero promptly of such inquiries, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW and RVI UDS agrees that it will promptly keep the other party Valero reasonably informed of the status and terms of any such Acquisition Proposal (including whether withdrawn inquiries, proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each including the identity of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereofmaking such inquiry, proposal or offer. Each of DSW and RVI also UDS agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partywill, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties (other than the parties to this Agreement) conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI UDS agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) 6.5. Nothing in this Section 5.4 6.5 shall (x) permit either party UDS to terminate this Agreement (except as specifically provided in Article VIII hereof) or to submit to the vote (y) affect or limit any other obligation of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of Valero or UDS under this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, consolidation, share exchange, consolidationexchange or purchase, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries it, or any purchase or sale of 15the consolidated assets of the Company having an aggregate value equal to 3% or more of the consolidated assets (including equity interests book value of its Subsidiaries) of it and its Subsidiaries, taken as a wholethe Company's total assets, or (except as provided in Section 4.2(c) above) any purchase or sale of, or tender or exchange offer for, its voting for equity securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) Company (any such proposalproposal or offer, offer or transaction (other than a proposal or offer made by the other party to this Agreement) Parent or an affiliate thereof, being hereinafter referred to as an “"Acquisition Proposal”"). The Company further agrees that neither it nor any of the officers and directors of it shall, and that it shall use its reasonable best efforts to cause its employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it) not to, directly or indirectly, have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any accept an Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Proposal. Notwithstanding anything in this Agreement to the contrary, RVI the Company and DSW and their respective Boards the Company's Board of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under effect a change in the Exchange Act with regard to an Acquisition ProposalCompany Recommendation, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: , (i) in any such the case referred to in of clause (B), (C) or (DA) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such the Company has received an unsolicited bona fide written Acquisition Proposal from a third party has complied in all material respects with this Section 5.4 and (z) its the Company's Board of Directors, after consultation with its outside legal counsel, determines Directors concludes in good faith that failure such Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and the Board of Directors of the Company has affirmatively voted to take accept such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; Acquisition Proposal, (ii) in any such the case referred to in of clause (CB) above, such party’s the Company's Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to will result in a Superior Proposal, and (iii) in the case of clause (B) above, prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s the Company's Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained and (iv) in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions case of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (DB) above, prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Acquisition Proposal is not withdrawn and the applicable party’s Board Company notifies Parent promptly of Directors determines in good faithsuch inquiries, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information offers. Notwithstanding the foregoing, the Company's Board of Directors may only take the actions set forth in the foregoing clauses (including a copy thereof if i) through (iv) in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice the previous sentence to the other party extent that the Company's Board of any Acquisition Proposal, request Directors shall conclude in good faith on the basis of written advice of outside counsel that such action is necessary in order for information or initiation the Company's Board of such discussions or negotiations within 24 hours of such eventDirectors to act in a manner which is consistent with its fiduciary obligations under applicable law. Each of DSW and RVI The Company agrees that it will promptly keep the other party Parent informed of the status and terms of any such Acquisition Proposal (including whether withdrawn proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and including the identity of the person or group engaging in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereofsuch discussions or negotiations. Each of DSW and RVI also The Company agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partywill, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI The Company agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) . Nothing in this Section 5.4 shall (x) permit either party the Company to terminate this Agreement (except as specifically provided in Article VII hereof) or to submit to (y) affect any other obligation of the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of Company under this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW Chase and RVI ▇▇▇▇▇▇ each agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (other than any such transaction permitted by Section 4.1(e) in the case of ▇▇▇▇▇▇, and Section 4.2(e) in the case of Chase) or any purchase or sale of 1520% or more of the consolidated assets (including equity interests including, without limitation, stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders stockholders of such person) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementAgreement or an affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal”"), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiiv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their either party to this Agreement or its respective Boards Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI ▇▇▇▇▇▇ Recommendation or a Change in DSW Chase Recommendation (as applicable, a “"Change in Recommendation”"), or (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) , in any such case referred to in clause (B), (C) or (D) above, C): (xi) such party’s Required Shareholders Meeting 's stockholders meeting to vote on the adoption of this Agreement shall not have occurred, , (yii) such party has complied in all material respects with this Section 5.4 and 5.4, (ziii) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to likely be inconsistent with its fiduciary duties under applicable Law;law, (iiiv) in the case only of clause (B) above, (I) it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined below) (after giving effect to all of the concessions which may be offered by the other party to this Agreement pursuant to clause (III) below), (II) it has notified the other party to this Agreement, at least five business days in advance, of its intention to effect a Change in Recommendation, specifying the material terms and conditions of such Superior Proposal and furnishing to the other party to this Agreement a copy of any relevant proposed transaction agreements with the party making such Superior Proposal and any other material documents received by it or its representatives, and (III) prior to effecting such a Change in Recommendation, it has, and has caused its financial and legal advisors to, negotiate with the other party to this Agreement in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal, (v) in the case referred to in only of clause (C) above, such party’s its Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s its Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Confidentiality Agreement; provided that , and (xvi) such party furnished to it notifies the other party to this Agreement the as promptly as practicable (and in any event within 24 hours of providing any confidential information and documentation required by Section 5.4(c) with respect or data to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith any person or entering into discussions or negotiations with the other party to this Agreementany person), and has considered in good faithof such inquiries, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information offers (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW Chase and RVI ▇▇▇▇▇▇ agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (dc) Each of DSW Chase and RVI ▇▇▇▇▇▇ agrees that (i) it will will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal, (ii) it will immediately cease and cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors toadvisors, to cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (iiiii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW Chase and RVI ▇▇▇▇▇▇ agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (ed) Nothing in this Section 5.4 shall (x) permit either party to terminate this Agreement or to (y) affect any other obligation of the parties under this Agreement. Neither party shall submit to the vote of its shareholders stockholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1Merger. (fe) For purposes of this Agreement, “"Superior Proposal” " means a bona fide written Acquisition Proposal which the RVI Board of Directors of Chase or the DSW Board of Directors▇▇▇▇▇▇, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the all legal, financial, regulatory, timing regulatory and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): ), (i) is more favorable to the unaffiliated shareholders stockholders of RVI Chase or DSW▇▇▇▇▇▇, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “"Superior Proposal,” " the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” "20% or more" in the definition of “"Acquisition Proposal” " shall be deemed to be a reference to “"a majority” " and “"Acquisition Proposal” " shall only be deemed to refer to a transaction involving RVI voting securities of Chase or DSW▇▇▇▇▇▇, as the case may be.

Acquisition Proposals. (a) Each of DSW Except as permitted by this Section 6.4, ▇▇▇▇▇ shall not, and RVI agrees that neither it nor any shall cause each of its Subsidiaries nor (and any of the officers employees or directors of it or its Subsidiaries shallSubsidiaries) not to, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) their respective Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer with respect relating to, any transaction (other than any the transaction permitted or a transaction contemplated by this Agreement) to effect, effect (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of whose assets, taken together, constitute 15% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it ▇▇▇▇▇ and its Subsidiaries, taken as a whole, based on fair market value, (B) any direct or any purchase or indirect sale of, or tender or exchange offer for, its Penny’s voting securities securities, in one or a series of related transactions, that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ Penny’s total voting power (or of the surviving parent entity in such transaction) or (C) any direct or indirect sale (including through acquisition of stock in any Subsidiary of ▇▇▇▇▇), in one or a series of related transactions, of assets or businesses of ▇▇▇▇▇ or its Subsidiaries constituting 15% or more of the consolidated assets or revenues of ▇▇▇▇▇ and its Subsidiaries, taken as a whole (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementNavy or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data relating to ▇▇▇▇▇ or any of its Subsidiaries to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or approve, recommend, execute or enter into, or propose to approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 6.4(b)(i)) or propose or agree or publicly propose to do any of the foregoing. Nothing in this Section 6.4 shall prohibit ▇▇▇▇▇, or its Board of Directors, directly or indirectly through any officer, employee or Representative, informing any person that ▇▇▇▇▇ is a party to this Agreement and referring such person to this Section 6.4. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors ▇▇▇▇▇ or the ▇▇▇▇▇ Board shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 14e-2, or make any “stop-look-listen” communication to the ▇▇▇▇▇ stockholders pursuant to Rule 14d-9(f), each as promulgated under the Exchange Act with regard to an Acquisition Proposal, provided that this Section 6.4(b)(A) shall not permit ▇▇▇▇▇ or the ▇▇▇▇▇ Board to make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsela Change in ▇▇▇▇▇ Recommendation except as expressly permitted by Section 6.4(b)(C) is required to be made under applicable Lawor Section 6.4(b)(D), (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data and afford access to the business, properties, assets, books or records of ▇▇▇▇▇ or any of its Subsidiaries to, any person in response to an unsolicited (after the date hereof) bona fide, written Acquisition Proposal by any such person made after the date hereof under circumstances not resulting from any breach of this Section 6.4, (C) effect a Change in ▇▇▇▇▇ Recommendation or terminate this Agreement in accordance with Section 8.1(h) in order to enter into a binding written agreement with respect to a Superior Proposal, in each case in response to an unsolicited (after the date hereof) bona fide written Acquisition Proposal by any such person first made after the date hereof under circumstances not resulting from any breach of this Agreement and Section 6.4 or (D) terminate this Agreement pursuant effect a Change in ▇▇▇▇▇ Recommendation in response to Sections 7.1(f) (an Intervening Event, in the each case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in the case of clause (B) above, (I) the ▇▇▇▇▇ Stockholders Meeting has not occurred, (II) ▇▇▇▇▇ has complied with this Section 6.4 in all material respects, (III) the ▇▇▇▇▇ Board, after consultation with its financial advisors and outside legal counsel, has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (IV) prior to providing any such information or data or access (in each case referred to as described in clause (B) above) to any person in connection with an Acquisition Proposal, Penny shall enter into a confidentiality agreement with such person having provisions as to confidentiality that are no less favorable to Penny than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), provided that such confidentiality agreement shall not prohibit compliance by Penny with any of the provisions of this Section 6.4; (ii) in the case of clause (C) or (D) above, (xI) such party’s Required Shareholders the Penny Stockholders Meeting shall has not have occurred, (yII) such party Penny has complied with this Section 6.4 in all material respects respects, (III) the Penny Board, after consultation with this Section 5.4 its financial advisors and (z) its Board of Directorsoutside legal counsel, has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal and, after consultation with its outside legal counsel, determines has determined in good faith that failure to take such action would reasonably be expected to be inconsistent with its the fiduciary duties of the directors of Penny under applicable Law; law and that, (iiIV) Penny has notified Navy in writing, at least three Business Days in advance, of its intention to effect such action (which notice shall include a copy of the relevant proposed transaction agreements and a copy of any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreementfinancing commitments relating thereto); provided that (x) such party furnished notice shall be given again in the event of any revision to the financial terms or other party material terms such Superior Proposal; provided, further, however, that such subsequent three Business Day notice period shall be shortened to this Agreement the information longer of two Business Days and documentation required by Section 5.4(c) with respect the time remaining on the prior notice period if the only change to the material terms of such Acquisition Superior Proposal and is a change of price, (yV) prior to effecting taking such a Change in Recommendationaction, Penny has, and has (together with caused its financial and legal advisors) engaged advisors to, negotiate with Navy in reasonable, good faith negotiations with the other party to this Agreement, and has considered enable Navy to propose in good faith, after consulting with its financial and legal advisors, any modifications writing revisions to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal would no longer requires constitute a Change in Recommendation; and Superior Proposal, and (iiiVI) in any following the end of such case referred to in clause (D) abovenotice period, the Acquisition Proposal is not withdrawn Penny Board shall have considered in good faith any changes to this Agreement proposed in writing by Navy, and the applicable party’s Board of Directors determines shall have determined in good faith, after consultation with its financial advisorsadvisors and outside legal counsel, that notwithstanding such proposed changes, such Acquisition Proposal remains a Superior Proposal; and (iii) in the case of clause (D) above, (I) the Penny Stockholders Meeting has not occurred, (II) Penny has complied with this Section 6.4(b)(iii) in all material respects, (III) the Penny Board, after consultation with its outside legal counsel, has determined in good faith that failure to make a Change in Penny Recommendation would be inconsistent with the fiduciary duties of the directors of Penny under applicable law, provided, however, that such offer constitutes action shall not be in response to an Acquisition Proposal or a Superior ProposalProposal (which is addressed in clause (ii) above), (IV) Penny has notified Navy in writing, at least three Business Days in advance, of its intention to effect a Change in Penny Recommendation (which notice shall include a reasonable description of the Intervening Event that serves as the basis of such Change in Penny Recommendation); provided that such three Business Day notice shall be given again in the event of any change to the material facts and circumstances relating to such Intervening Event, (V) prior to effecting such a Change in Penny Recommendation, Penny has, and has caused its financial and legal advisors to, negotiate with Navy in good faith to enable Navy to propose in writing revisions the terms and conditions of this Agreement in such a manner that would obviate the need for making such Change in Penny Recommendation, and (VI) following the end of such notice period, the Penny Board shall have considered in good faith any changes to this Agreement proposed in writing by Navy, and shall have determined in good faith, after consultation with its outside legal counsel, that notwithstanding such proposed changes, the failure to make a Change in Penny Recommendation would be inconsistent with the fiduciary duties of the directors of Penny under applicable law. (c) Each of DSW and RVI Penny shall notify the other party Navy as promptly as practicable of any request for information related to this Agreement of a potential Acquisition Proposal or any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it by Penny or any of its representativesRepresentatives, orally and in writing, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available material documentation or correspondence), and in any event each of DSW and RVI Penny shall provide written notice to the other party Navy of any such Acquisition Proposal, request Proposal or requests for information or and initiation of such discussions or negotiations within 24 hours by the end of the Business Day (New York time) following the day on which such eventevent occurs. Each of DSW and RVI Penny agrees that it will keep Navy promptly keep the other party informed and reasonably apprised of the status and material terms of any such Acquisition Proposal (including whether withdrawn or rejected), ) and the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiationsrequested, and in any event each of DSW and RVI Penny shall provide the other party Navy with written notice of any material development thereto within 24 hours thereofwith respect to any of the foregoing by the end of the Business Day (New York time) following the day on which such development occurs. Each of DSW and RVI Penny also agrees to provide the other party hereto Navy with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides substantially contemporaneously with providing such information to such third party, unless the other party hereto Navy has already been provided with such information. (d) Each of DSW and RVI agrees that Penny (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors Representatives to, cease immediately and terminate any and all existing activitiessolicitation, knowing encouragement, knowing facilitation, discussions or negotiations with any third parties (other than Navy and its affiliates and its and their Representatives) conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not, and will cause its Subsidiaries not to, release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition ProposalProposal and (iii) will and will cause its Subsidiaries to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including by seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Each of DSW and RVI Penny agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.46.4. Penny shall, if it has not already done so, promptly request, to the extent it has a contractual right to do so, that each person, if any, that has heretofore executed a confidentiality agreement within the twelve months prior to the date hereof in connection with its consideration of any Acquisition Proposal return or destroy all confidential information or data heretofore furnished to any person by or on behalf of Penny or any of its Subsidiaries. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which that the RVI Penny Board of Directors or the DSW Board of Directors, as the case may be, concludes determines in good faith, after consultation with its financial advisors and outside legal advisorscounsel, taking into account the all legal, financial, regulatory, timing and other aspects of the proposal proposal, all conditions contained therein and the person making the proposal (including any required voting agreementsproposal, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders stockholders of RVI or DSW, as the case may bePenny, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, Penny in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed); provided that, for purposes of this definition of “Superior Proposal,” the term “Acquisition Proposal Proposal” shall have the meaning assigned to such term in Section 5.4(a6.4(a), except that the reference to “15%% or more” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be50%”.

Acquisition Proposals. (a) Each of DSW The Company and RVI agrees that neither it the Principal Shareholders, as --------------------- applicable, will not, nor any of its Subsidiaries nor will they permit any of the officers Company Subsidiaries to, nor will they authorize or directors permit any officer, director, or employee, investment banker, attorney, accountant or other advisor or representative of, Company, the Principal Shareholders, or any of it Company Subsidiaries to, directly or its Subsidiaries shallindirectly (i) solicit, initiate or encourage the submission of any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, Company and the Principal Shareholders will, and that it shall will cause the Company Subsidiaries, and will use its their reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, their affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliatesemployees, agentsinvestment bankers, attorneys, accountants and other agents and representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with in respect to of any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any possible Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors"Acquisition Proposal" means an inquiry, officers, affiliates, agents, representatives and advisors offer or proposal regarding any of the obligations undertaken in this Section 5.4. following (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement Agreement): (after giving effect to w) any adjustments to merger, consolidation, share exchange, recapitalization, business combination or other similar transaction involving Company or any Company Subsidiary (other than a reincorporating merger or a holding company merger that in either case results in the terms Shareholders of Company owning all of the equity interests in the surviving corporation and provisions any reorganization that involves only the subsidiaries of this Agreement committed to Company); (x) any sale, exchange or other disposition of all or any substantial portion of the shares in writing Company by RVI the Principal Shareholders, other than in accordance with the Voting Agreement; (y) any sale, lease, exchange, mortgage, pledge, transfer or DSWother disposition of all or substantially all the assets of Company and the Company Subsidiaries, taken as the case may bea whole, in response a single transaction or series of transactions; or (z) any public announcement of a proposal, plan or intention to such Acquisition Proposal) and (ii) is fully financed do any of the foregoing or reasonably capable any agreement to engage in any of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may beforegoing.

Acquisition Proposals. (a) Each of DSW and RVI SunCoast agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (as hereinafter defined), other than any such transaction permitted by Section 6.2, or any purchase or sale of 1510% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders stockholders of such person) beneficially owning securities representing 1510% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementAgreement or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or make (iiia) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any constitutes a breach of the foregoing. (b) Notwithstanding anything SunCoast Board of Director’s statutory and common law obligations to its stockholders and that failure to take such actions would result in this Agreement to the contrarya violation of its fiduciary duties under applicable law, RVI SunCoast may, and DSW may permit is Subsidiaries and its and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard representatives to, in response to an unsolicited Acquisition Proposal, furnish or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required cause to be made under applicable Lawfurnished confidential information or data and participate in negotiations or discussions regarding such Acquisition Proposal; and provided further that, prior to providing (Bor causing to be provided) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response permitted to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement be provided pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreementsentence, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is shall have entered into a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are with such third party on terms no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Confidentiality Agreement, . The term “Superior ProposalSignificant Subsidiary” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term ascribed thereto in Section 5.4(a), except that the reference to “15%” in the definition Rule 1-02 of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.Regulation S-X.

Acquisition Proposals. (a) Each of DSW and RVI ICBC agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use not authorize its reasonable best efforts to cause its and or its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (as hereinafter defined), other than any such transaction permitted by Section 6.2, or any purchase or sale of 15% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it ICBC and its Subsidiaries, taken as a whole, or any purchase issuance or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders stockholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, proposal or offer or transaction (other than a proposal or offer made by the other party to this AgreementSovereign) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt by any person to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiiv) approve or recommend, or publicly propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose or agree to do any of the foregoing. (b) . Notwithstanding anything the foregoing provisions of this Section 7.4(a), in this Agreement the event that, prior to the contrarydate of the ICBC Stockholders Meeting, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to ICBC receives an unsolicited bona fide Acquisition Proposal, ICBC may, and may permit its Subsidiaries and its and their representatives to, prior to the ICBC Stockholders Meeting, (x) furnish or make cause to be furnished confidential information or data, (y) participate in such negotiations or discussions and (z) approve or recommend, or propose publicly to approve or recommend, any disclosure that such partyAcquisition Proposal if ICBC’s Board of Directors may determine (concludes in good faith after consultation with its outside legal counsel) is required to be made under applicable Lawcounsel and financial advisors that, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) any action described in clauses (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (Cx) or (Dy) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal (as hereinafter defined) and, in the case of any action described in clause (z) above, such Acquisition Proposal constitutes a Superior Proposal, and ; provided that prior to providing (or causing to be provided) any confidential information or data permitted to any person in connection with an Acquisition Proposal by any such personbe provided pursuant to this sentence, such party’s Board of Directors receives from such person an executed ICBC shall have entered into a confidentiality agreement having confidentiality provisions that are with such third party on terms no less favorable to ICBC than the party providing such information than those contained Confidentiality Agreement (provided that ICBC may enter into a confidentiality agreement without a standstill provision, or with standstill or other provisions less favorable to ICBC, if it waives or similarly modifies the corresponding provisions in the Master Separation Confidentiality Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, The term “Superior ProposalSignificant Subsidiary” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term ascribed thereto in Section 5.4(a), except that the reference to “15%” in the definition Rule 1-02 of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.Regulation S-X.

Acquisition Proposals. (a) Each of DSW and RVI The Company agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries Subsidiaries, or any purchase or sale of 1510% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting equity securities that, if consummated, would result in any person Person (or the shareholders stockholders of such personPerson) beneficially owning securities representing 1510% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as Buyer or an “Acquisition Proposal”Affiliate thereof), an "ACQUISITION PROPOSAL"), (ii) have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiiv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose publicly or agree or publicly propose to do any of the foregoingforegoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, RVI the Company (and DSW and their respective Boards its Board of Directors Directors) shall be permitted to (Ai) comply with applicable law (including Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act Act) with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (Bii) effect a Change in RVI the Company Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (Ciii) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: (i) , in any such case referred to in clause (B), (Cii) or (Diii): (A) above, (x) such party’s Required Shareholders the Company Stockholders Meeting shall not have occurred; (B) the Company has not previously breached any of its covenants in Section 6.4(a); (C) (I) in the case of clause (ii) above, (y) such the Company has received an unsolicited bona fide written Acquisition Proposal from a third party has complied in all material respects with this Section 5.4 and (z) its the Company's Board of Directors, after consultation with its outside legal counsel, determines Directors concludes in good faith that failure such Acquisition Proposal would lead to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; a Superior Proposal and (iiII) in any such the case referred to in of clause (Ciii) above, such party’s the Company's Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely would lead to result in a Superior Proposal; (D) the Company's Board of Directors, and after consultation with outside counsel, determines in good faith that it is required to do so in the exercise of its fiduciary duties under applicable law; (E) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s the Company's Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no less favorable at least as restrictive to such Person as the party providing such information than those comparable provisions contained in the Master Separation Confidentiality Agreements and Exclusivity Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iiiF) in prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it notifies Buyer within 24 hours of the receipt of such case referred to in clause (D) aboveinquiries, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW and RVI The Company agrees that it will promptly keep the other party Buyer informed of the status and terms of any such Acquisition Proposal (including whether withdrawn inquiries, proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each including the identity of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partyinquiry, unless the other party hereto has already been provided with such informationproposal or offer. (dc) Each of DSW and RVI The Company agrees that (i) it will will, and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties (other than Buyer) conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI The Company agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliateskey employees, agents, agents and representatives and advisors of the obligations undertaken in this Section 5.4. (e) 6.4. Nothing in this Section 5.4 6.4 shall (x) permit either party the Company to terminate this Agreement (except as specifically provided in Article VIII hereof) or to submit to (y) affect or limit any other obligation of the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of Company under this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, except as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; specifically provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a6.1(b), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. Prior to the Effective Time, Merry Land agrees that: (a) Each of DSW and RVI agrees that neither it nor any Controlled Subsidiary of its Subsidiaries nor any of the officers Merry Land shall (i) initiate, solicit or directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not toencourage, directly or indirectly, (i) initiate, solicit, encourage any inquiries or knowingly facilitate the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to, or a transaction to effect, a merger, reorganizationacquisition, share exchangetender offer, exchange offer, consolidation, business combination, recapitalization, liquidation, dissolution sale of assets or similar transaction involving it all or any significant portion of its Subsidiaries or any purchase or sale (A) the assets of 15% or more of Merry Land and the consolidated assets (including equity interests of its Subsidiaries) of it and its Merry Land Subsidiaries, taken as a whole, (B) the equity securities of Merry Land or any purchase or sale of, or tender or exchange offer for, its voting (C) the equity securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) Merry Land Subsidiaries representing all or a significant portion of the value of Merry Land, and other than the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “"Acquisition Proposal”"), (ii) engage in any negotiations concerning or provide any non-public information or data to, or afford access to the properties, books or records of Merry Land or its subsidiaries, or have any discussions with or provide any confidential information or data to with, any person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or knowingly otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) enter into any agreement (other than a confidentiality agreement as contemplated by Section 4.1(d)), arrangement or understanding providing for or relating to an Acquisition Proposal (other than in a manner contemplated in this Section 4.1) or (iiiiv) grant any waiver or release under any standstill or similar agreement with respect to any class of Merry Land securities; (b) it will use its best efforts not to permit any of its Subsidiaries which are not Controlled Subsidiaries, officers, directors, employees, financial advisors, attorneys, representatives or agents to engage in any of the activities described in Section 4.1(a); (c) it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing or that could reasonably be expected to lead to any Acquisition Proposal and will take the necessary steps to inform the individuals or entities referred to in Section 4.1(b) of the obligations undertaken in this Section 4.1; (d) it will notify Cornerstone immediately if Merry Land receives any such inquiries or proposals, or any requests for such information, or if any such negotiations or discussions are sought to be initiated or continued with it; (e) neither its Board of Directors nor any committee thereof shall (i) approve or recommend, or execute propose to approve or enter intorecommend, any Acquisition Proposal or (ii) approve or recommend any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option acquisition agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything Proposal; provided that nothing contained in this Agreement Section 4.1 shall prohibit the Board of Directors of Merry Land from (i) furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited written Acquisition Proposal (provided that Merry Land has complied in all material respects with its obligations under this Section 4.1), if, and only to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to extent that (A) the Board of Directors of Merry Land determines in good faith (after consultation with its outside legal counsel) that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, Merry Land provides written notice to Cornerstone to the effect that it is furnishing information to, or entering into discussions with, such Person, and (C) subject to any confidentiality agreement with such Person (which Merry Land determined in good faith was required to be executed in order for the Board of Directors to comply with its duties to shareholders imposed by law), Merry Land keeps Cornerstone informed of the status (not the terms) of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 or Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 4.1 shall (x) permit Merry Land to terminate this Agreement (except as specifically provided in Article VII hereof), (y) permit Merry Land to enter into an agreement with respect to an Acquisition Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, Merry Land shall not enter into an agreement with any Person that provides for, or make in any disclosure way facilitates, an Acquisition Proposal (other than a confidentiality agreement in customary form executed as provided above)) or (z) affect any other obligation of Merry Land under this Agreement; provided that such party’s the Board of Directors of Merry Land may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect approve and recommend a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide written Superior Acquisition Proposal by any such person first made after the date and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventMerger. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this AgreementAs used herein, “Superior Acquisition Proposal” means a bona fide written Acquisition Proposal made by a third party which a majority of the RVI members of the Board of Directors or the DSW Board of Directors, as the case may be, concludes Merry Land determines in good faith, faith (after consultation with its an independent investment adviser) to be more favorable to Merry Land’s shareholders (in their capacity as shareholders) from a financial advisors and legal advisors, point of view (taking into account the account, among other things, all legal, financial, regulatory, timing regulatory and other aspects of the proposal and the person making identity of the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (iofferor) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to Merger and which the terms and provisions Board of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) Directors of Merry Land determines is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on consummated. Immediately following the terms proposed; provided that, for purposes execution of this definition Agreement, Merry Land shall request each Person which has heretofore executed a confidentiality agreement in connection with such Person’s consideration of “Superior Proposal,” the term Acquisition Proposal acquiring Merry Land or any portion thereof to return or destroy (which destruction shall have the meaning assigned be certified in writing by an executive officer of Merry Land) all confidential information heretofore furnished to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI Person by or DSW, as the case may beon its behalf.

Acquisition Proposals. Without limitation on any of such party's other obligations under this Agreement (a) Each including under Article V hereof), each of DSW Telescan and RVI ZiaSun agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC), or any purchase or sale of 1520% or more of the consolidated assets (including equity interests without limitation stock of its Subsidiaries) of it such party and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting the equity securities of such party that, if consummated, would result in any person Person (or the shareholders stockholders of such personPerson) beneficially owning securities representing 1520% or more of its or any of its Subsidiaries’ the total voting power of such party (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreementor an affiliate thereof) being hereinafter referred to as an “"Acquisition Proposal”"), (ii) have any discussions discussion with or provide any confidential information or data to any person Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iiiiv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose publicly or agree or publicly propose to do any of the foregoing. (b) foregoing related to any Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, RVI each of Telescan and DSW and their respective Boards ZiaSun or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation the Telescan or a Change in DSW Recommendation (ZiaSun Recommendation, as applicablethe case may be, a “Change in Recommendation”), or (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person Person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this AgreementPerson, if and only to the extent that: (i) , in any such case referred to in clause (B) or (C), (Ci) or (D) above, (x) such party’s Required Shareholders its Stockholders Meeting shall not have occurred, (yii) such (x) in the case of clause (B) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines Directors concludes in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; Acquisition Proposal constitutes a Superior Proposal (iias defined below) and (y) in any such the case referred to in of clause (C) above, such party’s its Board of Directors, after consultation with outside legal counsel and financial advisors, determines Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in could constitute a Superior Proposal, and (iii) in the case of clause (B) or (C) above, its Board of Directors, after consultation with outside counsel, determines in good faith that the failure to take such action would violate its fiduciary duties under applicable law, (iv) prior to providing any information or data to any person Person in connection with an Acquisition Proposal by any such personPerson, such party’s its Board of Directors receives from such person Person an executed confidentiality agreement having confidentiality provisions that are no customary in such agreements, as advised by counsel, provided that if such confidentiality agreement contains provisions that are less favorable to restrictive than the party providing such information than those comparable provision, or omits restrictive provisions, contained in the Master Separation Confidentiality Agreement; provided that , then the Confidentiality Agreement will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions, as the case may be, and (xv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, such party furnished to notifies the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to promptly of such Acquisition Proposal and (y) prior to effecting such a Change in Recommendationinquiries, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity name of such person Person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such eventoffers. Each of DSW Telescan and RVI ZiaSun agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn proposals or rejected), the status and nature of all information requested and delivered, offers and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW Telescan and RVI also ZiaSun agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third partywill, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations existing as of the date of this Agreement with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.any

Acquisition Proposals. (a) Each Without limiting any of DSW and RVI its other obligations under this Agreement, the Company agrees that neither it nor any of its the Company Subsidiaries nor any of the officers or directors of it or its the Company Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its the Company and its the Company Subsidiaries’ directors, officers, ' employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its the Company Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to(including without limitation an offer to stockholders of the Company) for, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its the Company Subsidiaries (or a material portion of the stock or assets of any of them) or any purchase or sale of 15% or more of the consolidated any material assets (including equity interests without limitation stock of its the Company Subsidiaries) of it the Company and its the Company Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting the equity securities that, if consummated, would result in any person (or of the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power Company (or of the surviving parent entity in such transaction) or any of the Company Subsidiaries (any such proposal, offer or transaction (transaction, other than a proposal or offer made by the other party to this Agreement) Parent or an affiliate thereof, being hereinafter referred to as an “Acquisition Proposal”"ACQUISITION PROPOSAL"), ; (ii) have any discussions discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or Proposal; (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards the Company or its Board of Directors shall be permitted at any time prior to the time of the Stockholders' Meeting (Ai) to the extent applicable, to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, ; (ii) to withdraw or make any disclosure that such party’s change the recommendation of the Company's Board of Directors may determine in respect of the Offer, the Merger or this Agreement or to approve or recommend or to propose publicly to approve or recommend any Acquisition Proposal; (after consultation with its outside legal counseliii) is required to be made under applicable Law, (B) effect a Change in RVI Recommendation or a Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations with, or provide any confidential information or data to, any person in response to an unsolicited bona fide BONA FIDE written Acquisition Proposal by any such person first made after the date of this Agreement and person; or (Div) terminate this Agreement pursuant to Sections 7.1(f) enter into an agreement in principle or a definitive agreement with respect to a Superior Proposal (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreementas defined below), if and only to the extent that: (i) , in any such case referred to in clause (Bii), (Ciii) or (Div), (A)(x) in the case of clause (ii) above, it has received an unsolicited BONA FIDE written Acquisition Proposal from a third party and the Company's Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (xafter taking into account any concessions that may be offered by Parent pursuant to clause (C) such party’s Required Shareholders Meeting shall not have occurred, below) and (y) in the case of clause (iii) above, the Company's Board of Directors concludes in good faith that such party has complied Acquisition Proposal reasonably could be expected (without any change in all material respects with this Section 5.4 the amount or type of consideration offered) to constitute a Superior Proposal, (B) in the case of clauses (ii), (iii) and (ziv) its above, the Board of Directors, after consultation with its following receipt of advice of outside legal counsel, determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with result in a breach of its fiduciary duties under applicable Law; law, (C) prior to the Company's Board of Directors taking or authorizing any action described in clause (ii) in any such case referred to in or clause (Civ) above, such party’s Parent shall have been notified at least five business days in advance of the Company's Board of Directors' intention to take or authorize such action and of the material terms and conditions of the relevant Acquisition Proposal and shall have been provided at that time with a copy of the relevant transaction document and any other relevant documents (and subsequently notified of and provided with any changes to such terms, after consultation with outside legal counsel conditions or documents) and financial advisors, determines shall have been afforded the right for at least five business days to amend the terms of the Offer in good faith that there is a reasonable likelihood that response to such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and (D) prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s the Company's Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are customary in such agreements, as advised by counsel, and no less favorable to restrictive of such person than the party providing such information than those contained in the Master Separation Confidentiality Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal , and (yE) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith providing any information or data to any person or entering into discussions or negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) aboveperson, the Acquisition Proposal is not withdrawn and the applicable party’s Board Company notifies Parent promptly of Directors determines in good faithsuch inquiries, after consultation with its financial advisors, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal proposals or offers received by, any such information related to an Acquisition Proposal requested from, or any such discussions with or negotiations bysought to be initiated or continued with, it or any of its representatives, representatives indicating, in connection with such notice, the identity name of such person and the material terms and conditions of any such Acquisition Proposal inquiries, proposals or request for information offers. (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI c) The Company agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected)will, the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, directors and representatives and advisors to, immediately cease immediately and terminate cause to be terminated any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions existing as of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.4. (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.

Acquisition Proposals. (a) Each of DSW Lincoln and RVI Jefferson-Pilot agrees that neither it nor any of its Subsidiaries nor any of the officers or and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries or any purchase or sale of 1510% or more of the consolidated assets (including equity interests stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 1510% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this AgreementAgreement or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal Proposal, or (iii) approve approve, adopt or recommend, or propose to approve, adopt or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree or publicly propose to do any of the foregoing. (b) (i) Notwithstanding anything in the foregoing or any other provision of this Agreement to Agreement, the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with of each party shall be permitted, prior to its outside legal counsel) is required respective meeting of shareholders to be made under applicable Lawheld pursuant to Section 5.1, (B) effect and subject to compliance with the other terms of this Section 5.4 and to first entering into a Change confidentiality agreement with such initiating person, which confidentiality agreement shall have provisions that are no less favorable to such party than those contained in RVI Recommendation or a Change in DSW Recommendation (as applicablethe Confidentiality Agreement, a “Change in Recommendation”), (C) to engage in any discussions or and negotiations with, or and provide any confidential nonpublic information or data to, any person in response to an unsolicited that has made a bona fide unsolicited written Acquisition Proposal by any such person first made after that the date Board of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case Directors of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines determined in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any such case referred to in clause (C) above, such party’s Board of Directors, after consultation with outside legal counsel and financial advisors, determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and prior to providing any information or data to any person in connection with an Acquisition Proposal by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faithmajority vote, after consultation with its financial advisorsadvisor and outside legal counsel, (A) is, or is reasonably likely to be, a Superior Proposal and (B) for which the failure to take such action in connection therewith would cause it to violate its fiduciary duties under applicable law; provided, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI party shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of DSW and RVI shall provide have delivered written notice to the other party at least two Business Days in advance of taking any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and RVI agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and nature of all information requested and delivered, and the status and terms of any such discussions or negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees action pursuant to provide the other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such information to such third party, unless the other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, affiliates, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the obligations undertaken in this Section 5.45.4(b)(i). (e) Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or DSW, as the case may be.