Mergers - Equity Derivatives Provision

Commentary

In summary, this breaks down into:

• Transfer: an irrevocable commitment to transfer all the Shares to another entity;
• Merger: merger or binding share exchange of the Issuer with or into another entity where the other entity survives;
• Takeover: takeover or tender offer by any entity;
• Reverse Merger: merger binding share exchange of the Issuer with or into another entity where the Issuer survives but represents less than 50% of the resulting entity;

Where the Merger Date is before the final settlement date.

See with respect to Merger Events:

• Calculation Agent Adjustment;
• Modified Calculation Agent Adjustment.