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 of any class 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 aggregate number of votes for the election of all directors on the Board of Directors generally attaching to the Voting Shares of that class Beneficially Owned by such Person; and B = the aggregate number of votes for the election of all directors on the Board of Directors generally attaching to all outstanding Voting Shares of such class. 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 owned by such Person.