Calculated Percentage

Calculated Percentage. Shall mean the Investor's percentage of --------------------- ownership of the outstanding Common Stock determined by dividing (i) the number of shares of Common Stock held by the Investor on the determination date by (ii) the number of shares of Common Stock outstanding on the determination date, excluding the Excluded Securities (as defined below) with respect to which the Investor did not exercise its rights to purchase shares of Common Stock pursuant to Section 8(b).