Spider Superior Proposal” means any bona fide written Alternative Proposal by a third party which was not solicited or encouraged by or on behalf of Spider on or after the date of this Agreement and did not otherwise result from a breach of Spider’s obligations under Section 6.1 or 6.2 and that the Spider Board determines in its good faith after consultation with its financial advisors and outside legal counsel would, if consummated in accordance with its terms, result in a transaction more favourable to the Spider Shareholders, from a financial point of view, than the terms of the Amalgamation;

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6.2 (b) During the five (5) Business Days referred to in Section 6.2(a)(iv), KWG shall have the opportunity, but not the obligation, to offer in writing to amend the terms of this Agreement and the Amalgamation. The Spider Board shall review any offer by KWG to amend the terms of this Agreement and the Amalgamation in order to determine in good faith, as of the later of the dates referred to in Section 6.2(a)(iv), whether the offer of KWG upon acceptance by Spider would result in the Spider Alternative Proposal not being a Spider Superior Proposal. If the Spider Board so determines, Spider shall enter into an amended agreement with KWG reflecting the amended proposal of KWG and will promptly reaffirm its recommendation of the Amalgamation as amended.