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: (a) in determining the percentage of outstanding Voting Shares Beneficially Owned by any Person, all unissued Voting Shares as to which such Person is deemed the Beneficial Owner shall be deemed to be outstanding; and (b) the percentage of outstanding Voting Shares Beneficially Owned by any Person shall 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 outstanding 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.