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EFTA01384562

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HUBUS133 Alpha Group Capital merger transactions (whether announced or unannounced) (as previously defined, "Corporate Events"), in situations in which either (i) the price at which shares eligible for an appraisal can be acquired by the Corporate Value Fund in the market or (ii) Hudson Bay Capital's analysis indicates that the Transaction Price agreed to between the Target and the Acquiror, is below the Fair Value that Hudson Bay Capital believes is likely to be determined in an Appraisal Proceeding. The Corporate Value Fund will generally not invest in Corporate Events that have not yet been publicly announced. However, even in the case of a publicly announced Corporate Event, there can be substantial uncertainty as to whether and under what terms such Corporate Event will be consummated. After an investment in a Corporate Event (a "Corporate Event Investment") has been identified and a position established, Hudson Bay Capital may seek to "perfect" the Corporate Value Fund's right to be granted an appraisal of its shares in the Target. Hudson Bay Capital will base its determination of which Targets to select on Hudson Bay Capital's analysis of its legal rights, as well as the economic fundamentals underlying each such Target as compared to the proposed Transaction Price. Once a Corporate Event is consummated, Hudson Bay Capital may: (i) file an appraisal petition (an "Appraisal Petition") in court on behalf of the Corporate Value Fund to begin the appraisal process in an attempt to obtain the Fair Value of the Target's securities as opposed to the Transaction Price; or (ii) elect not to file, but nevertheless to "perfect" its claim to become entitled to receive the Fair Value obtained by the lead plaintiff in an Appraisal Proceeding. The process of resolving an appraisal demand (as previously defined, an "Appraisal Proceeding") takes an unpredictable amount of time — often as long as several years. Hudson Bay Capital may, in certain situati

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