144 Stock Liquidations Stock Definitions

Holding Period

Non-Affiliates:
Restricted securities must be fully paid for and beneficially owned for a period of at least one year prior to sale. After one year, non-affiliates need not comply with any other Rule 144 requirement and may complete and submit the appropriate Rule 144(d) paperwork, which we can provide.

Affiliates:
Restricted securities may be resold after one year in accordance with the following Rule 144 requirements: 1) Current public information is available, 2) Volume limitations are adhered to, 3) the Manner of Sale requirements for equity securities are followed, and 4) a Form 144 is filed with the SEC. These conditions must continue to be followed by affiliates despite the age of the shares.

Control Person (affiliate)

A control person is anyone who directly or indirectly controls the management and affairs of a company.

Senior officers, directors and certain large shareholders are usually considered control person. Whether a control relationship exists is a factual determination usually made by the company or its legal counsel.

As a seller under Rule 144, a control person is also defined to include the following: relatives living in the same household as the control person; trusts, estates, corporation or other entities in which the control person has a 10% ownership interest; and trusts and estates in which the control person serves as a trustee, executor or a similar capacity.

Volume Limitations and Manner of Sale

The amount of securities that may be sold by affiliates under Rule 144 during any three-month period is the greater of: 1) 1% of the class of securities outstanding, or 2) the average weekly reported volume of trading in the securities during the four calendar weeks prior to the filing with the SEC of Form 144, Notice of Proposed Sale. Ò Manner of saleÓ denotes that the sale is to be made through a brokerage transaction.

Reporting requirements of section 13(a) or 15(d)

Section 13(a) of the Exchange Act requires every issuer of a security registered pursuant to Section 12 of the Exchange Act [15 U.S.C. 78l] to file with the Commission such annual reports and such quarterly reports as the Commission may prescribe.

Section 15(d) of the Exchange Act requires each issuer that has filed a registration statement that has become effective pursuant to the Securities Act of 1933 [15 U.S.C. 77a et seq.] (the "Securities Act") to file such supplementary and periodic information, documents and reports as may be required pursuant to Section 13 in respect of a security registered pursuant to Section 12, unless the duty to file under Section 15(d) has been suspended for any fiscal year.