Pursuant to the Combination Agreement, KWG has the opportunity, but not the obligation, to offer in writing to amend the terms of the Combination Agreement and the amalgamation of Spider and KWG Subco (the Amalgamation) before 12:01 a.m. on June 24th, 2010. KWG is considering making such an offer. If KWG makes an offer that matches the Spider Superior Proposal, KWG, KWG Subco and Spider will enter into an amended agreement reflecting KWG's amended proposal. If such an offer is not made by KWG or is made but not accepted by Spider as matching the Spider Superior Proposal, then as a condition to the right of Spider to terminate the Combination Agreement in order to enter into an agreement with respect to the Spider Superior Proposal or otherwise accept, approve or recommend the Spider Superior Proposal, Spider will be required, on or prior to the date of such termination, to pay to KWG a cash payment equal to $2,300,000.