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

Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares. (a) For the purposes of this Agreement, in determining the percentage of the outstanding Voting Shares of the Corporation with respect to which a Person is or is deemed to be the Beneficial Owner, all unissued Voting Shares of the Corporation of which such Person is deemed to be the Beneficial Owner shall be deemed to be outstanding. (b) The percentage of outstanding Voting Shares of the Corporation Beneficially Owned by any Person shall, for the purposes of this Agreement, be and be deemed to be the product 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 of the Corporation. The percentage of outstanding Voting Shares of the Corporation represented by any particular group of Shares acquired or held by any Person shall be determined in like manner mutatis mutandis.