KRS 271B.12-200: Definitions for KRS 271B.12-210 to 271B.12-230.

As used in KRS 271B.12-210 to 271B.12-230:

(1) "Affiliate," including the term "affiliated person," means a person who directly, or

indirectly through one (1) or more intermediaries, controls, or is controlled by, or is

under common control with, a specified person.

(2) "Associate," when used to indicate a relationship with any person, means:

(a) Any corporation or organization (other than the corporation or a subsidiary of

the corporation) of which such person is an officer, director or partner or is,

directly or indirectly, the beneficial owner of ten percent (10%) or more of any

class of equity securities;

(b) Any trust or other estate in which such person has a substantial beneficial

interest or as to which such person serves as trustee or in a similar f iduciary

capacity; and

(c) Any relative or spouse of such person, or any relative of such spouse, any one

(1) of whom has the same home as such person or is a director or officer of

the corporation or any of its affiliates.

(3) "Beneficial owner," when used with respect to any voting stock, means a person:

(a) Who, individually or with any of its affiliates or associates, beneficially owns

voting stock, directly or indirectly; or

(b) Who, individually or with any of its affiliates or associates, has:

1. The right to acquire voting stock, whether such right is exercisable

immediately or only after the passage of time and whether or not such

right is exercisable only after specified conditions are met, pursuant to

any agreement, arrangement, or understanding o r upon the exercise of

conversion rights, exchange rights, warrants or options, or otherwise;

2. The right to vote voting stock pursuant to any agreement, arrangement,

or understanding; or

3. Any agreement, arrangement, or understanding for the purpose of

acquiring, holding, voting or disposing of voting stock with any other

person who beneficially owns, or whose affiliates or associates

beneficially own, directly or indirectly, such shares of voting stock;

however, for the purposes of this section and KRS 271B.12-230 the

beneficial owner of any voting stock held by, or owned through

participation in, any purchase, savings, option, bonus, appreciation,

profit sharing, thrift, incentive, pension, stock ownership or similar plan

for employees or officers of th e corporation or any of its subsidiaries

shall be deemed to be the shareholder of record of such voting stock as

shown on the stock transfer books of the corporation.

(4) "Business combination" means:

(a) Unless the merger or consolidation does not alter the contract rights of the

stock as expressly set forth in the articles of incorporation or change or

convert in whole or in part the outstanding shares of stock of the corporation,

any merger or consolidat ion of the corporation or any subsidiary with any

interested shareholder or any other corporation, whether or not itself an

interested shareholder, which is, or after the merger or consolidation would

be, an affiliate or associate of an interested sharehol der who was an interested

shareholder prior to the transaction;

(b) Any sale, lease, transfer, or other disposition, other than in the ordinary course

of business, in one (1) transaction or a series of transactions in any twelve -

month period, to any interested shareholder or any affiliate or associate of any

interested shareholder, other than the corporation or any subsidiaries, of any

assets of the corporation or any subsidiary having, measured at the time the

transaction or transactions are approved by th e board of directors of the

corporation, an aggregate book value as of the end of the corporation's most

recently ended fiscal quarter of five percent (5%) or more of the total market

value of the outstanding stock of the corporation or of its net worth as of the

end of its most recently ended fiscal quarter;

(c) The issuance or transfer by the corporation, or any subsidiary, in one

transaction or a series of transactions in any twelve -month period, of any

equity securities of the corporation or any subsidi ary which have an aggregate

market value of five percent (5%) or more of the total market value of the

outstanding stock of the corporation, determined as of the end of the

corporation's most recently ended fiscal quarter prior to the first such issuance

or transfer, to any interested shareholder or any affiliate or associate of any

interested shareholder, other than the corporation or any of its subsidiaries,

except pursuant to the exercise of warrants or rights to purchase securities

offered pro rata to a ll holders of the corporation's voting stock or any other

method affording substantially proportionate treatment to the holders of

voting stock;

(d) The adoption of any plan or proposal for the liquidation or dissolution of the

corporation in which anythin g other than cash will be received by an

interested shareholder or any affiliate or associate of any interested

shareholder; or

(e) Any reclassification of securities, including any reverse stock split; or

recapitalization of the corporation; or any merger or consolidation of the

corporation with any of its subsidiaries; or any other transaction which has the

effect, directly or indirectly, in one transaction or a series of transactions, of

increasing by five percent (5%) or more the proportionate amount of the

outstanding shares of any class of equity securities of the corporation or any

subsidiary which is directly or indirectly beneficially owned by any interested

shareholder or any affiliate or associate of any interested shareholder; or

(f) Any receipt by an interested shareholder or any affiliate or associate of such

interested shareholder of the benefit directly or indirectly, except

proportionately as a shareholder of such corporation, of any loans, advances,

guaranties, pledges or other financial assistance, or any tax credits or other tax

advantages provided by or through such corporation.

(5) "Common stock" means any stock other than preferred or preference stock.

(6) "Continuing director" means any member of the board of directors who is not an

affiliate or associate of an interested shareholder or any of its affiliates, other than

the corporation or any of its subsidiaries, and who was a director of the corporation

prior to the time the interested shareholder became an interested shareholder, and

any successor to such continuing director who is not an affiliate or associate of an

interested shareholder or any of its affiliates, other than the corporation or any of its

subsidiaries, and was recommended or elected by a majority of the continuing

directors at a meeting at which a quorum consisting of a majority of the continuing

directors is present.

(7) "Control," including the terms "controlling," "controlled by" and "under common

control with," means the possession, directly or indirectly, of the pow er to direct or

cause the direction of the management and policies of a person, whether through the

ownership of voting securities, by contract, or otherwise, and the beneficial

ownership of ten percent (10%) or more of the votes entitled to be cast by a

corporation's voting stock creates a presumption of control.

(8) "Equity security" means:

(a) Any stock or similar security, certificate of interest, or participation in any

profit-sharing agreement, voting trust certificate, or certificate of deposit for

the foregoing;

(b) Any security convertible, with or without consideration, into an equity

security, or any warrant or other security carrying any right to subscribe to or

purchase an equity security; or

(c) Any put, call, straddle, or other option, right o r privilege of acquiring an

equity security from or selling an equity security to another without being

bound to do so.

(9) "Independent member" of the board of directors means any director who is not an

officer or full -time employee of the corporation or an affiliate or associate of an

interested shareholder or any of its affiliates.

(10) "Interested shareholder" means any person, other than the corporation or any of its

subsidiaries, who:

(a) Is the beneficial owner, directly or indirectly, of ten percent (10%) or more of

the voting power of the outstanding voting stock of the corporation; or is an

affiliate of the corporation and at any time within the five (5) year period

immediately prior to the date in question was the beneficial owner, directly or

indirectly, of ten percent (10%) or more of the voting power of the then

outstanding voting stock of the corporation. The term interested shareholder

shall not mean any entity or person holding or owning voting stock for, or

through participation in, any purc hase, savings, option, bonus, appreciation,

profit sharing, thrift, incentive, pension, stock ownership or similar plan for

employees or officers of the corporation or any of its subsidiaries.

(b) For the purpose of determining whether a person is an inter ested shareholder,

the number of shares of voting stock deemed to be outstanding shall include

shares deemed owned by the person through application of subsection (3) of

this section, but shall not include any other shares of voting stock which may

be issu able pursuant to any agreement, arrangement, or understanding, or

upon exercise of conversion rights, warrants or options, or otherwise.

(11) "Market value" means:

(a) In the case of stock, the highest closing sale price during the thirty -day period

immediately preceding the date in question of a share of such stock on the

composite tape for New York stock exchange listed stocks, or, if such stock is

not quoted on the composite tape on the New York stock exchange, or if such

stock is not listed on such exch ange, on the principal United States securities

exchange registered under the Securities Exchange Act of 1934 on which such

stock is listed, or, if such stock is not listed on any such exchange, the highest

closing bid quotation with respect to a share of such stock during the thirty -

day period preceding the date in question on the National Association of

Securities Dealers, Inc., Automated Quotations System or any system then in

use, or if no such quotations are available, the fair market value on the date in

question of a share of such stock as determined by a majority of the continuing

directors at a meeting of the board of directors at which a quorum consisting

of at least a majority of the continuing directors is present; and

(b) In the case of property other than cash or stock, the fair market value of such

property on the date in question as determined by a majority of the continuing

directors at a meeting of the board of directors at which a quorum consisting

of at least a majority of the continuing directors is present.

(12) "Subsidiary" means any corporation of which voting stock having a majority of the

votes entitled to be cast is owned, directly or indirectly, by the corporation.

(13) "Voting stock" means shares of capital stock of a corporation e ntitled to vote

generally in the election of directors.