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the MI Fair Value). Such right of the Acquiror to make a Prepayment Option Amount payment may or may not be available to Acquirors with respect to Appraisal Proceedings not brought in Delaware. The Corporate Value Fund will only use leverage when it acquires an Investment with the consent of the Institutional Inve

he Strategy. No Formal Diversification Policies Hudson Bay Capital expects that the Corporate Value Fund will participate in a number of different Corporate Event Investments (although it is impossible to predict the timing or the number of such Investments). Other than the limitation that the Corporate Value Fund will n

licts could affect the prices and availability of securities in which the Corporate Value Fund invests as well as its access to and the progress of Appraisal Proceedings. Conflicts of interest arise when Hudson Bay Capital makes decisions on behalf of the Corporate Value Fund with respect to matters where the intere

ccounts may from time to time cause Hudson Bay Capital to be restricted (due to the receipt of MNPI or other reasons) from participating in certain Corporate Event Investments. Any such restriction would also apply to the Corporate Value Fund and could be particularly adverse to the prospects of the Corporate Value Fund d

Corporate Value Fund is not restricted as to the jurisdiction in which it may bring an Appraisal Proceeding, and may make substantial investments in Appraisal Proceedings in jurisdictions (including non-U.S. jurisdictions) in which the applicable Law is not as well settled (or not as favorable to the Corporate Value

is not as well settled (or not as favorable to the Corporate Value Fund) as it is in Delaware. The duration of the Corporate Value Fund's different Corporate Event Investments is expected to be both variable and unpredictable. Hudson Bay Capital anticipates that 64 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDN