shall not include any other information about the nature of the restriction or its applicability toPurchaser or Purchaser’s affiliates and shall not in any way communicate any material nonpublicinformation about the Purchaser or its securities to BROKER. Any such notice received by BROKER fromPurchaser shall operate to, as indicated in such notice, suspend, amend or terminate this Plan.     5. Purchaser understands that BROKER may from time to time not be able to effect purchases of theStock under the Plan due to market conditions or legal, regulatory or contractual restrictionsapplicable to BROKER.     6. Purchaser agrees that it shall not, directly or indirectly, communicate any materialnon-public information relating to itself or its securities to any employee of BROKER or itsaffiliates who is involved, directly or indirectly, in executing this Plan at any time while thisPlan is in effect.     7. Purchaser agrees that, while this Plan is in effect, it shall comply with all laws, rulesand regulations applicable in connection with the execution of this Plan and the transactionscontemplated hereby.     8. Purchaser acknowledges and agrees that, while this Plan is in effect, Purchaser does nothave, and shall not attempt to exercise, directly or indirectly, any influence over how, when orwhether to effect purchases of Stock pursuant to this Plan.**B.** **Implementation of the Plan**     1. BROKER may purchase up to $             of shares of Stock (the “**Purchase Amount**”) on the termsas set forth on Exhibit A hereto. BROKER shall commence purchases under this Plan on             and may effect such purchases on any day that the principal market on which the Stock tradesis open (each such a potential “**Trading Day**”) under the ordinary principles of best execution withno shares to be purchased during the term of this Plan other than in accordance with the guidelinesand provisions set forth herein.     2. Broker’s Execution. It is understood and agreed that the acceptance of Purchaser’sorders herein by BROKER does not constitute a guarantee or other assurance of any kind that purchasesof Stock can or will be made at any particular price on any Trading Day. BROKER shall make purchasesunder this Plan under ordinary principles of best execution. BROKER will not be liable for any failureto purchase Stock, or to purchase Stock at any particular price, on any Trading Day, so long as itexercises reasonable efforts in good faith to execute this Plan in accordance with its terms. BROKERwill comply with all applicable laws, rules and regulations in its execution of the Plan.     3. Stock Splits, etc. This Plan shall be adjusted automatically on a proportionatebasis to take into account any stock split, reverse stock split or stock dividend with respect tothe Stock or any similar transaction with respect to the Stock that occurs during this Plan.     4. Rule 10b-18. Each of Purchaser and BROKER agrees to comply with Rule 10b-18 under theExchange Act in effecting any purchase of Stock pursuant to this Plan. Specifically,
 

 
BROKER will comply with the timing and volume restrictions of Rule 10b-18, provided that the purchases madeherein are the only purchases subject to such volume calculation.     5. Recapitalizations. If a merger, acquisition or similar transaction involving arecapitalization of the Company is announced (a “**Recapitalization Transaction**”), Purchaser shallprovide BROKER with actual notice of such an event (each, a “**Recapitalization Notice**”). SuchRecapitalization Notice shall include either (i) a request to cease all purchases of Stock pursuantto this Plan, or (ii) a request to continuePurchasers of Stock pursuant to this Plan and providing facts establishing either (a) or (b)below: a) Such purchases are effected during a transaction in which theconsideration is solely cash and there is no valuation period; or b) Each of the following is satisfied: i. the total volume of Rule 10b-18purchases effected on any single day will not exceed the lesser of25% of the Stock’s four-week average daily trading volume (“**ADTV**”)or the Purchaser’s average daily Rule 10b-18 purchases during thethree full calendar months preceding the date of the announcementof such transaction; ii. the Purchaser’s block purchaseseffected pursuant to Rule 10b-18(b)(4) will not exceed the averagesize and frequency of the Purchaser’s block purchases effectedpursuant to Rule 10b-18(b)(4) during the three full calendar monthspreceding the date of the announcement of such transaction; and iii. such purchases are not otherwiserestricted or prohibited.     Any and all such Recapitalization Notices shall not in any way communicate any materialnonpublic information about the Company or its securities to BROKER. Purchaser shall be liable to BROKERfor any damages resulting from any and all purchases of Stock made by BROKER that were not incompliance with Rule 10b-18 as a result of Purchaser’s failure to provide BROKER with such actualnotice or as a result of Purchaser providing inaccurate information to BROKER. If suchRecapitalization Notice requests that purchases be suspended, purchases pursuant to this Plan maynot resume until Purchaser provides BROKER with a request to resume purchases pursuant to this Plan.     5. Compensation. Purchaser will pay to BROKER the fees and commissions set forth onExhibit B attached hereto in connection with this Plan and the transactions contemplatedhereby.     6. Notification of Purchases. BROKER will provide Purchaser, as soon as reasonablypracticable but not less than daily, reports of purchases executed under this Plan, at the numberor address set forth in section E.4 hereof.
 

 
     7. Amendment. Any alteration or modification of this Plan by Purchaser will be madein good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. Inparticular, subject to Purchaser’s right to terminate this Plan, Purchaser shall not alter, modifyor deviate from the terms of this Plan while aware of any material non-public information withrespect to itself or its securities.**C.** **Termination or Suspension**     1. This Plan may not be terminated or suspended prior to the time designated pursuant toparagraph C.2 hereof, except that it may be suspended or terminated upon written notice at any timefrom Purchaser to the address or facsimile numbers set forth in paragraph E.4 hereof. Each suchnotice from Purchaser shall indicate whether the Plan is being suspended or terminated and, in theevent of suspension, the expected duration ofthe suspension, but shall not in any way communicate any material nonpublic information aboutPurchaser or its securities to BROKER.     2. This Plan will automatically terminate on the earliest of (a) the date on which BROKERreceives notice of the commencement of any proceedings in respect of or triggered by any bankruptcyor insolvency of Purchaser; (b) the date of BROKER’s election, upon any failure by Purchaser to payfor securities purchased hereunder; (c) the time at which the aggregate fund limit set forth inExhibit A has been achieved; and (d) the close of business on            .**D.** **Limitation of Liability**     1. Notwithstanding any other provision hereof, neither Purchaser nor BROKER shall be liable tothe other for: (a) special, indirect, punitive, exemplary or consequentialdamages, or incidental losses or incidental damages of any kind, even ifadvised of the possibility of such losses or damages or if such losses ordamages could have been reasonably foreseen, or (b) any failure to perform or to cease performance or any delayin performance that results from a cause or circumstance that is beyond itsreasonable control, including but not limited to failure of electronic ormechanical equipment, strikes, failure of common carrier or utility systems,severe weather, market disruptions or other causes commonly known as “acts ofGod”.     2. Purchaser has consulted with its own advisors as to the legal, tax, business, financial andrelated aspects of, and has not relied upon BROKER or any person affiliated with BROKER in connectionwith, Purchaser’s adoption and implementation of this Plan.     3. Purchaser acknowledges and agrees that in performing its obligations under this Planneither BROKER nor any of its affiliates nor any of their respective officers, employees or other
 

 
representatives is exercising any discretionary authority or discretionary control respectingmanagement of Purchaser’s assets, or exercising any authority or control respecting management ordisposition of Purchaser’s assets, or otherwise acting as a fiduciary (within the meaning ofSection 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect toPurchaser or Purchaser’s assets. Without limiting the foregoing, Purchaser further acknowledges andagrees that neither BROKER nor any of its affiliates nor any of their respective officers, employeesor other representatives has provided any “investment advice” within the meaning of suchprovisions, and that no views expressed by any such person will serve as a basis for investmentdecisions with respect to Purchaser’s assets.     4. Purchaser agrees to indemnify and hold harmless BROKER and its officers, directors, employees,agents and affiliates from and against any losses, liabilities, claims, damages and expenses(“**Losses**”), including but not limited to reasonable attorneys’ fees and the costs of investigatingor defending any matter, arising out of or incurred inconnection with this Plan, except to the extent Losses have resulted primarily and directlyfrom the fraud, bad faith, gross negligence or willful misconduct of BROKER.**E.** **General**     1. Purchaser and BROKER acknowledge and agree that BROKER is acting as broker for Purchaser inconnection with this Plan and that Purchaser is a “customer” of BROKER within the meaning of Section741(2) of Title 11 of the United States Code (the “**Bankruptcy Code**”). Purchaser and BROKER furtheracknowledge and agree that this Plan is a “securities contract,” as such term is defined in Section741(7) of the Bankruptcy Code, entitled to all of the protections given such contracts under theBankruptcy Code.     2. This Plan constitutes the entire agreement between the parties and supercedes any prioragreements or understandings with respect to the subject matter hereof; provided that the terms andconditions of any agreement(s) governing Purchaser’s account(s) with BROKER and its affiliates shallcontinue to apply with respect to the matters governed thereby and are hereby ratified andconfirmed.     3. This Plan may be amended by Purchaser and may be reinstated following any suspension onlywith the written consent of BROKER.     4. All notices to Purchaser and BROKER under this Plan shall be given to all of the followingpersons in the manner specified by this Plan by telephone, confirmed immediately in writing byfacsimile, email or overnight courier:      If to Purchaser: Outdoor Channel Holdings, Inc