Amendment of Sections 34 and 35. Sections 34 and 35 of the Agreement are amended and restated to read in their entirety as follows: Section 34. Exception for Certain Transactions. Notwithstanding any provision of this Agreement to the contrary, (i) neither a Distribution Date, Flip-In Event, Flip-In Trigger Date, Flip-Over Event, nor a Shares Acquisition Date shall be deemed to have occurred, (ii) none of New Parent, Parent, Sub, or any of their Affiliates or Associates, shall be deemed to have become an Acquiring Person, and (iii) no holder of any Rights shall be entitled to exercise such Rights under, or be entitled to any rights under, the Agreement, including without limitation pursuant to any of Sections 3, 7, 11 or 13 of this Agreement, in any such case by reason of (a) the approval, execution or delivery of a merger agreement providing for a Restructuring Merger, or any amendments thereof approved in advance by the Board of Directors of the Company (each, a “Restructuring Merger Agreement”), (b) the adoption of a Restructuring Merger Agreement by the Company’s stockholders, (c) the exchange of Common Shares pursuant to a Restructuring Merger Agreement, (d) the consummation of any of the transactions contemplated by a Restructuring Merger Agreement in accordance with the provisions thereof, including the Restructuring Merger provided for in such Restructuring Merger Agreement, (e) the approval, execution or delivery of the Acquisition Agreement or any amendments thereof approved in advance by the Board of Directors of the Company, the announcement of or the consummation of any of the transactions contemplated thereby, or the taking of any of the actions contemplated thereby. Section 35. Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate at the earliest to occur of (a) the effective time of any Restructuring Merger, (b) the Circuit City Share Purchase, or (c) the effective time of the Circuit City Merger.