Common use of Section 203 of the Delaware General Corporation Law Not Applicable Clause in Contracts

Section 203 of the Delaware General Corporation Law Not Applicable. The Board of Directors of Desktop has taken all actions so that the restrictions contained in Section 203 of the Delaware General Corporation Law applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreements or to the consummation of the Merger or the other transactions contemplated by this Agreement or the Stock Option Agreements.

Section 203 of the Delaware General Corporation Law Not Applicable. The Board of Directors of Desktop Company has taken all actions so that the restrictions contained in Section 203 of the Delaware General Corporation Law applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreements Agreement or to the consummation of the Merger or the other transactions contemplated by this Agreement or and the Stock Option AgreementsAgreement.