SharkRepellent.net

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Oil And Gas Extraction). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

... of the TBCA (the "Tennessee Business Combination Act") provides that a covered corporation can not engage in any business combinations with an interested shareholder (beneficial owner of ##% of the voting power) for five years unless the transaction resulting in a person becoming an interested shareholder, or the business combination, is approved by the board of directors of the corporation prior to that person becoming an interested shareholder. After the five-year restricted period, the interested shareholder may effect a business combination if the combination is approved by #/# of the outstanding voting stock not beneficially owned by the interested stockholder or if certain fair price requirements are met. The company has not opted out of this provision. ("Freezeout with fair price provision") Section ##-##-### of the TBCA endorses the use of shareholder rights plans ("poison pills") for in-state companies....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Education Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Wholesale Trade-durable Goods). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Tide Provision: No Pill History Replacement Plan filed on ##-##-#### in a #-K effective ##-##-#### Amendment filed on ##-##-#### in a #-K effective ##-##-#### Amendment filed on ##-##-#### in a #-K effective ##-##-#### Amendment filed on ##-##-#### in a ##-Q effective ##-##-#### Original Plan effective ##-##-#### Pill Amendment History ##-##-#### - Replacement plan adds grandfather provision ##-##-#### - Replacement plan reduces flip-in to ##% from ##% ##-##-#### - Replacement plan reduces Acquiring Person and Percent to Separate to ##% from ##% ##-##-#### - Replacement plan extends expiration date to #-##-#### from #-##-#### ##-##-#### - Replacement plan reduces redemption price to $.### from $.# ##-##-#### - Replacement plan removes exemption for RCH Energy Opportunity Fund II, LP ##-##-#### - Expiration date amended to include the effective time of the company's reincorporation in Delaware from Colorado (plan would have expired #-##-####) ##-##-#### - RCH Energy Opportunity Fund II,...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Measuring, Analyzing, And Controlling Instruments; Photographic, Medical And Optical Goods; Watches And Clocks). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Redemption Redemption Price: $#.### No Redemption after Threshold Passed Other Key Provisions Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: Yes Review Years: # Tide Provision: No Pill History Amendment filed on ##-##-#### in a #-K effective ##-##-#### Original Plan filed on ##-##-#### in a #-K effective ##-##-#### Pill Amendment History ##-##-#### - Churchill Downs Incorporated made exempt in connection with its agreement to acquire the company State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such...