Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares

Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares. For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where: A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. For the purposes of the foregoing formula, where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person in both the numerator and the denominator, but no other unissued Voting Shares which may be acquired shall, for the purposes of that calculation, be deemed to be outstanding.