Associates Uses in Amendment to Definition of Acquiring Person Clause

Amendment to Definition of Acquiring Person from Rights Agreement

This Amendment No. 2 to the Rights Agreement, dated as of November 12, 2012 (this Amendment), is made by and between Strategic Hotels & Resorts, Inc., a Maryland corporation (the Company), and Computershare Shareowner Services LLC, a New Jersey limited liability company (f/k/a Mellon Investor Services LLC), as rights agent (the Rights Agent), pursuant to the Rights Agreement, dated as of November 14, 2008, as amended on November 24, 2009 (as so amended, the Rights Agreement), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Rights Agreement.

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is hereby amended by adding the following proviso at the end of the first sentence thereof: ; provided, however, that any Person who or which otherwise would be an Acquiring Person prior to the Close of Business on November 12, 2012 solely as a result of giving effect to Section 1(f)(v) of this Agreement shall not be an Acquiring Person solely as a result of giving effect to such subsection; provided, further, that such Person shall become an Acquiring Person if, following the Close of Business on November 12, 2012, such Person, together with all Affiliates and Associates of such Person, acquires Beneficial Ownership (after giving effect to Section 1(f)(v) of this Agreement) of additional shares of Common Stock representing one quarter of one percent (0.25%) or more of the Common Stock then outstanding (as determined in accordance with this sentence) unless, upon acquiring Beneficial Ownership (after giving effect to Section 1(f)(v) of this Agreement) of such additional shares of Common Stock, such Person, together with all Affiliates and Associates of such Person, is not then the Beneficial Owner (after giving effect to Section 1(f)(v) of this Agreement) of 20% or more of the Common Stock then outstanding (as determined in accordance with this sentence).

Amendment to Definition of Acquiring Person from Amendment to Rights Agreement

THIS AMENDMENT (this Amendment) to the Amended and Restated Rights Agreement, dated as of August 1, 2008, and as amended as of October 31, 2011 (the Rights Agreement), by and between New Frontier Media, Inc., a Colorado corporation (the Company), and Corporate Stock Transfer, Inc., as rights agent (the Rights Agent), is entered into as of October 15, 2012. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.

Amendment to Definition of Acquiring Person. Section l(a) is amended by adding the following at the end of said Section: Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any of their respective Affiliates or Associates shall be or become an Acquiring Person, and the term Acquiring Person shall not include any of Parent, Merger Sub or any of their respective Affiliates or Associates, solely by reason of (i) the approval, execution, delivery, performance or public announcement of the Merger Agreement (including any amendments or supplements thereto), (ii) the consummation or public announcement of the Offer, Merger or Top-Up Option, or (iii) the consummation of any of the other transactions contemplated by the Merger Agreement.

Amendment to Definition of Acquiring Person from Rights Agreement

AMENDMENT, dated as of May 10, 2011 (this Amendment), between CKx, Inc., a Delaware corporation (the Company), and Mellon Investor Services LLC as Rights Agent (the Rights Agent) to the Rights Agreement, dated as of June 24, 2010, as amended (the Rights Agreement), between the Company and the Rights Agent.

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: Anything in this Section 1(a) or this Agreement to the contrary notwithstanding, none of Colonel Holdings, Inc., a Delaware corporation (Parent), Colonel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), any stockholder of the Company party to a support agreement with Parent to be dated as of May 10, 2011 (collectively, as they may be amended from time to time, the Support Agreements) or any of their respective Affiliates or Associates, is, nor shall any of them be deemed to be, an Acquiring Person by virtue of (i) the execution of, or their entry into, the Agreement and Plan of Merger, to be dated as of May 10, 2011 by and among the Company, Parent and Merger Sub (as it may be amended from time to time, the Merger Agreement); (ii) the execution of, or their entry into, any of the Support Agreements; (iii) the execution of, or their entry into, any other contract or instrument in connection with the Merger Agreement or any of the Support Agreements; (iv) their acquisition or their right to acquire, beneficial ownership of Common Stock as a result of their execution of the Merger Agreement; or (v) the consummation of the Offer (as defined in the Merger Agreement) or the Merger (as defined in the Merger Agreement), in each case in accordance with, pursuant to, and on the terms and subject to the conditions set forth in the Merger Agreement; it being the purpose of the Company that neither the execution of the Merger Agreement or the Support Agreements by any of the parties thereto (after giving effect to any amendment to the Merger Agreement entered into by the Company and/or any amendment to a Support Agreement to which the Company has consented (such consent not to be unreasonably withheld, condition or delayed)) nor the consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement and the Support Agreements, shall in any respect give rise to any provision of this Agreement becoming effective.

Amendment to Definition of Acquiring Person from Amendment to Rights Agreement

This AMENDMENT (Amendment) is made and entered into as of the 17th day of November, 2008, by and between Transmeta Corporation, a Delaware corporation (the Company), and Mellon Investor Services LLC, a New Jersey limited liability corporation, as rights agent (the Rights Agent).

Amendment to Definition of Acquiring Person. The definition of Acquiring Person set forth in Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding a new paragraph (C) to the end thereof to read in its entirety as follows: (C) Neither Parent nor any of its existing or future Affiliates or Associates shall be deemed to be an Acquiring Person solely by virtue of (i) the approval, execution or delivery of the Merger Agreement, (ii) the approval, execution or delivery of the Voting Agreements, (iii) the public or other announcement of the Merger Agreement, the Voting Agreements or the transactions contemplated thereby, (iv) the consummation of the Merger or (v) the consummation of any other transaction contemplated by the Merger Agreement or the Voting Agreements.

Amendment to Definition of Acquiring Person from Rights Agreement

This THIRD AMENDMENT (this "Third Amendment") is made and entered into as of this 6th day of July 2008 by and between Rural Cellular Corporation, a Minnesota corporation (the "Company"), and Wells Fargo Bank, N.A., successor to Norwest Bank Minnesota, National Association, as rights agent (the "Rights Agent"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement (as defined below).

Amendment to Definition of Acquiring Person. The definition of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: Further, and notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its existing or future Affiliates or Associates, including, without limitation, Holdings, shall be deemed to be an Acquiring Person solely by virtue of the purchase from the Company of shares of Class A common stock by Parent or any of its existing or future Affiliates or Associates in connection with any transactions relating to or contemplated by the Merger Agreement.

Amendment to Definition of Acquiring Person from Rights Agreement

This THIRD AMENDMENT (this "Third Amendment") is made and entered into as of this 6th day of July 2008 by and between Rural Cellular Corporation, a Minnesota corporation (the "Company"), and Wells Fargo Bank, N.A., successor to Norwest Bank Minnesota, National Association, as rights agent (the "Rights Agent"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement (as defined below).

Amendment to Definition of Acquiring Person. The definition of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: Further, and notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its existing or future Affiliates or Associates, including, without limitation, Holdings, shall be deemed to be an Acquiring Person solely by virtue of the purchase from the Company of shares of Class A common stock by Parent or any of its existing or future Affiliates or Associates in connection with any transactions relating to or contemplated by the Merger Agreement.

Amendment to Definition of Acquiring Person from Amendment to Rights Agreement

This AMENDMENT ("Amendment"), effective as of April 27, 2008 by and between Wm. Wrigley Jr. Company, a Delaware corporation (the "Company"), and ComputerShare Trust Company N.A. (as successor to EquiServe, L.P.) (the "Rights Agent").

Amendment to Definition of Acquiring Person. The definition of "Acquiring Person" set forth in Section 1(a) (Certain Definitions) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither Parent, Holdings, Merger Sub nor any of their existing or future Affiliates or Associates shall be deemed to be an Acquiring Person solely by virtue of (i) the approval, execution or delivery of the Merger Agreement, (ii) the public or other announcement of the Merger Agreement or the other transactions contemplated by the Merger Agreement or (iii) the consummation of the Merger or the other transactions contemplated by the Merger Agreement (each of the events described in clauses (i), (ii) or (iii) an "Exempt Event")."

Amendment to Definition of Acquiring Person from Amendment to Rights Agreement

This AMENDMENT ("Amendment"), effective as of April 27, 2008 by and between Wm. Wrigley Jr. Company, a Delaware corporation (the "Company"), and ComputerShare Trust Company N.A. (as successor to EquiServe, L.P.) (the "Rights Agent").

Amendment to Definition of Acquiring Person. The definition of "Acquiring Person" set forth in Section 1(a) (Certain Definitions) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither Parent, Holdings, Merger Sub nor any of their existing or future Affiliates or Associates shall be deemed to be an Acquiring Person solely by virtue of (i) the approval, execution or delivery of the Merger Agreement, (ii) the public or other announcement of the Merger Agreement or the other transactions contemplated by the Merger Agreement or (iii) the consummation of the Merger or the other transactions contemplated by the Merger Agreement (each of the events described in clauses (i), (ii) or (iii) an "Exempt Event")."

Amendment to Definition of Acquiring Person from Rights Agreement

This SECOND AMENDMENT (this "Second Amendment") is made and entered into as of this 29th day of July, 2007 by and between Rural Cellular Corporation, a Minnesota corporation (the "Company"), and Wells Fargo Bank, N.A., successor to Norwest Bank Minnesota, National Association, as rights agent (the "Rights Agent"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement (as defined below).

Amendment to Definition of Acquiring Person. The definition of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its existing or future Affiliates or Associates, including, without limitation, Holdings, shall be deemed to be an Acquiring Person solely by virtue of (i) the approval, execution or delivery of the Merger Agreement, (ii) the public or other announcement of the Merger Agreement or the transactions contemplated thereby, (iii) the consummation of the Merger or (iv) the consummation of any other transaction contemplated by the Merger Agreement."

Amendment to Definition of Acquiring Person. from Rights Agreement

AMENDMENT NO. 1, dated as of July 10, 2007 (First Amendment), to the Rights Agreement (the Rights Agreement), dated as of September 6, 2005, between Boston Communications Group, Inc., a Massachusetts corporation (the Company), and Computershare Trust Company, N.A. (formerly EquiServe Trust Company, N.A.), as rights agent (the Rights Agent).

Amendment to Definition of Acquiring Person.. Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: Notwithstanding the foregoing or any provision to the contrary in this Agreement, neither Parent nor Merger Sub, nor any of their respective Subsidiaries, Affiliates or Associates, are, nor shall any of them be deemed to be, an Acquiring Person by virtue of the occurrence of any of the Transactions.