Constructive Ownership Definition

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CONSTRUCTIVE OWNERSHIP DEFINITION

You are considered to constructively own a stock if it is owned by any of the following persons or entities:

1. A spouse (unless you are legally separated under a decree of divorce or separate maintenance)

2. A child (including adopted children)

3. A grandchild

4. A parent

5. A partnership of which you are a member (in proportion to your percentage interest)

6. A trust which you own or of which you are the beneficiary (in proportion to your actuarial interest)

7. A corporation if you own half or more of the stock (in proportion to your percentage interest)

8. Shares that you are entitled to acquire by exercising an option, warrant, conversion, or exchange of a security

COMPLETE TERMINATION TEST

You will meet the "complete termination" test if you sell or dispose of all your shares of the original company's

stock contemporaneously with the completion of the "stock and cash" merger and as part of a single integrated

plan which includes participation in the merger.

This information is intended for cash-basis U.S. individual taxpayers. Always consult your own professional tax

advisor about how this information applies to your personal tax situation.