ATTRIBUTES OF THE COMBINING COMPANIES

(1) Autonomous (two-year rule)

(2) Independent (10% rule)

MANNER OF COMBINING INTERESTS

(3) Single transaction (completed in one year following the initiation)

(4) Exchange of common stock (90% "substantially all" rule)

(5) No equity changes in contemplation of combination (two-year rule)

(6) Shares reacquired only for purposes other than combination

(7) No change in proportionate equity interests

(8) Voting rights immediately exercisable

(9) Combination resolved at consummation (no pending provisions)

ABSENCE OF PLANNED TRANSACTIONS

(10) Issuing company does not agree to reacquire shares

(11) Issuing company does not make deals to benefit former stockholders

(12) Issuing company does not plan to dispose of assets within two years

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