Common use of Common Stock Reorganization Clause in Contracts

Common Stock Reorganization. (a) If the Company shall after the date of issuance of this Warrant subdivide its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a smaller number of shares (any such event being called a “Common Stock Reorganization”), then (i) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization, and (ii) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Stock Reorganization by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Stock Reorganization. (b) If the Company shall after the date of issuance of this Warrant issue or distribute to all holders of shares of Common Stock, additional Common Stock of the Company, (a “Stock Dividend”), then (i) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Stock Dividend, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend, and (ii) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Stock Dividend by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Stock Dividend.

Common Stock Reorganization. (a) If the Company CORE shall after the date of issuance of this Warrant (i) subdivide its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock (or any class thereof) into a greater or smaller number of shares, (ii) pay a dividend or make a distribution on its Common Stock (or any class thereof) in shares of its capital stock, or (iii) issue by reclassification of its Common Stock any shares of its capital stock (any such event described in clauses (i), (ii) or (iii) being called a “Common Stock Reorganization”"COMMON STOCK REORGANIZATION"), then (i) the Exercise Price number and type of shares constituting Additional Consideration shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, equitably adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization, and (ii) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Stock Reorganization by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before reflect such Common Stock Reorganization. (b) If If, at any time before the Company Additional Consideration is paid, CORE shall after be consolidated with, or merged or acquired by, any corporation or corporations (a "Merger/Acquisition"), lawful provisions shall be made, as part of the date terms of issuance each such consolidation or merger, so that the Stockholders shall thereafter be entitled to receive, in lieu of this Warrant issue each share of CORE Common Stock otherwise constituting the Additional Consideration, the kind and amount of securities, assets or distribute other consideration as may be issuable or payable upon such Merger/Acquisition with respect to all holders of shares each share of Common Stock, additional Common Stock as if the Additional Consideration had been payable in full immediately prior to the effective time of such Merger/Acquisition. Notwithstanding the Companyforegoing, (a “Stock Dividend”), then in the event that (i) the Exercise Price shall be adjusted, effective immediately after consideration payable to stockholders of CORE in the record date at which Merger/Acquisition is all cash and does not include publicly traded stock of the holders of shares of Common Stock are determined for purposes of such Stock Dividend, acquirer or other party to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend, Merger/Acquisition and (ii) DRMS has attained at least 80% of the number EBIT Projections set forth on EXHIBIT A-2 for the Measuring Period through the most recently completed calendar quarter prior to the closing of the proposed Merger/Acquisition; then in such event, immediately prior to the Closing of the Merger/Acquisition (and subject to the closing of the Merger/Acquisition) CORE shall issue the Stockholders 375,000 shares of Common Stock CORE common stock as the Additional Consideration (subject to purchase upon exercise pro-rata reductions as set forth in SECTION 3 of this Warrant EXHIBIT A (provided that if such pro-rata reduction is applied, the parties shall enter into an agreement which states if DRMS attains a percent of the EBIT Hurdle above that used at the time of the Merger/Acquisition at the end of the full Measuring Period, then compensation comparable to the consideration previously pro-rated and not paid shall be adjustedpayable to Stockholders), effective and subject to reductions for the employment contingencies set forth on SECTION 6 of this EXHIBIT A for the Stockholders not employed by DRMS at the time of the Closing of the Merger/Acquisition and subject to reduction for the $7,000,000 maximum set forth in SECTION 4 of this EXHIBIT A). Accordingly, such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Stock Dividend by a fraction, the numerator of which CORE common stock shall be converted into the number consideration receivable by other CORE common stockholders at the closing of shares of Common Stock outstanding after giving effect to such Stock Dividend and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Stock DividendMerger/Acquisition.

Common Stock Reorganization. (a) If the Company shall after the date of issuance of this Warrant subdivide its --------------------------- outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a smaller number of shares shares, whether through a stock split, reverse stock split, stock dividend or otherwise (any such event being called a “"Common Stock Reorganization”"), then --------------------------- (ia) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization, provided -------- that in no event will the Exercises Price be reduced to an amount less than the ---- par value of the Warrant Shares and (iib) the number of shares of Common Stock subject to purchase upon exercise of this Warrant Shares shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase Warrant Shares immediately before such Common Stock Reorganization by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Stock Reorganization. (b) If the . The Company shall after the date of issuance of this Warrant issue or distribute to all holders of shares of Common Stock, additional agrees that it will not effect a Common Stock Reorganization that would have the effect of reducing the Exercise Price below the par value per share of the Company, Warrant Shares in the absence of the limitations provided in the proviso to clause (a “Stock Dividend”), then a) of the preceding sentence unless (i) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Holder consents to such a Common Stock are determined for purposes of such Stock Dividend, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend, and Reorganization or (ii) the number of shares of Common Stock subject to purchase upon exercise Company compensates the Holder for the aggregate increase in the Exercise Price of this Warrant shall be adjusted, effective at caused by such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Stock Dividend by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Stock DividendReorganization.

Common Stock Reorganization. (a) If the Company shall after the date of issuance of this Warrant subdivide --------------------------- its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a smaller number of shares shares, whether through a stock split, reverse stock split, stock dividend or otherwise (any such event being called a “"Common Stock Reorganization”"), then ------ ----- -------------- (ia) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization, provided -------- that in no event will the Exercises Price be reduced to an amount less than par ---- value of the Warrant Shares and (iib) the number of shares of Common Stock subject to purchase upon exercise of this Warrant Shares shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase Warrant Shares immediately before such Common Stock Reorganization by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Stock Reorganization. (b) If the . The Company shall after the date of issuance of this Warrant issue or distribute to all holders of shares of Common Stock, additional agrees that it will not effect a Common Stock Reorganization that would have the effect of reducing the Exercise Price below the par value per share of the Company, Warrant Shares in the absence of the limitations provided in the proviso to clause (a “Stock Dividend”), then a) of the preceding sentence unless (i) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Holder consents to such a Common Stock are determined for purposes of such Stock Dividend, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend, and Reorganization or (ii) the number of shares of Common Stock subject to purchase upon exercise Company compensates the Holder for the aggregate increase in the Exercise Price of this Warrant shall be adjusted, effective at caused by such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Stock Dividend by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Stock DividendReorganization.

Common Stock Reorganization. (a) If the Company shall CROSS MATCH after the original issuance date of issuance of this Warrant shall subdivide its outstanding shares of Common Stock (or any class thereof) into a greater number of shares, grant to its holders of Common Stock a dividend of shares of capital stock for no consideration, or consolidate its outstanding shares of Common Stock (or any class thereof) into a smaller number of shares (any such event being called a “Common Stock Reorganization”), then (ia) the Exercise Price shall be adjusted, effective immediately after the record effective date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such record effective date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding (on a Fully Diluted Basis) on such record effective date before giving effect to such Common Stock Reorganization Reorganization, and the denominator of which shall be the number of shares of Common Stock outstanding (on a Fully Diluted Basis) after giving effect to such Common Stock Reorganization, ; and (iib) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Stock Reorganization by a fraction, fraction the numerator of which shall be the number of shares of Common Stock outstanding (on a Fully Diluted Basis) after giving effect to such Common Stock Reorganization Reorganization, and the denominator of which shall be the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately before such Common Stock Reorganization. (b) If the Company shall after the date of issuance of this Warrant issue or distribute to all holders of shares of Common Stock, additional Common Stock of the Company, (a “Stock Dividend”), then (i) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Stock Dividend, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend, and (ii) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Stock Dividend by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Dividend and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Stock Dividend.