A deemed connected person includes a person:
(1) who has entered, or proposes to enter, into:
(a) a transaction with the listed issuer's group; and
(b) an agreement, arrangement, understanding or undertaking (whether formal or informal and whether express or implied) with a connected person described in rule 14A.07(1), (2) or (3) with respect to the transaction; and
(2) who, in the Exchange's opinion, should be considered as a connected person.