Common use of REORGANIZATIONS, MERGERS Clause in Contracts

REORGANIZATIONS, MERGERS. CONSOLIDATIONS, OR SALE OF ASSETS. If at any time there shall be a capital reorganization of the Company's Common Stock (other than a subdivision, stock split, combination, reclassification, exchange, or substitution of shares provided for elsewhere above) or merger or consolidation of the Company with or into another corporation, or the sale of substantially all of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Underwriter's Warrant shall thereafter be entitled to receive upon exercise of this Underwriter's Warrant, during the period specified in this Underwriter's Warrant and upon payment of the Stock Purchase Price and Warrant Purchase Price then in effect, the number of shares of Common Stock and Stock Purchase Warrants or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Underwriter's Warrant would have been entitled in such capital reorganization, merger, consolidation, or sale if this Underwriter's Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Underwriter's Warrant with respect to the rights and interests of the holder of this Underwriter's Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Underwriter's Warrant (including adjustment of the Stock Purchase Price and Warrant Purchase Price then in effect and number of Shares purchasable upon exercise of this Underwriter's Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any Shares or Stock Purchase Warrants or other property deliverable after that event upon exercise of this Underwriter's Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the registered holder of this Underwriter's Warrant at the address of that holder shown on the Company's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and specify the Stock Purchase Price and Warrant Purchase Price then in effect after the adjustment and the increased or decreased number of Shares and Stock Purchase Warrants purchasable upon exercise of this Underwriter's Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Underwriter's Warrant.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS, CONSOLIDATIONS OR SALE OF ASSETS. If at any time there shall be a capital reorganization of the Company's Common Stock (other than a subdivision, stock split, combination, reclassification, exchange, or substitution subdivision of shares provided for elsewhere above) or merger or consolidation of the Company with or into another corporationcorporation with the Company not being the survivor of the merger, or the sale of substantially all of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, consolidation or sale, lawful provision shall be made so that the holder of this Underwriter's Warrant Note shall thereafter be entitled to receive upon exercise conversion of this Underwriter's Warrant, during the period specified in this Underwriter's Warrant and upon payment of the Stock Purchase Price and Warrant Purchase Price then in effectNote, the number of shares of Common Stock and Stock Purchase Warrants or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise conversion of this Underwriter's Warrant Note would have been entitled in such capital reorganization, merger, consolidation, or consolidation or sale if this Underwriter's Warrant Note had been exercised converted immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Underwriter's Warrant Note with respect to the rights and interests of the holder of this Underwriter's Warrant Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Underwriter's Warrant Note (including adjustment of the Stock Purchase Price and Warrant Purchase Conversion Price then in effect and number of Shares purchasable upon exercise conversion of this Underwriter's WarrantNote) shall be applicable after that event, as near as reasonably may be, in relation to any Shares or Stock Purchase Warrants shares or other property deliverable after that event upon exercise conversion of this Underwriter's WarrantNote. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the registered holder of this Underwriter's Warrant Note at the address of that holder shown on the Company's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and specify the Stock Purchase Price and Warrant Purchase Conversion Price then in effect after the adjustment and the increased or decreased number of Shares and Stock Purchase Warrants purchasable upon exercise conversion of this Underwriter's WarrantNote. When appropriate, that such notice may be given in advance and include as a part of thereof the notice required under other provisions of this Underwriter's WarrantNote. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Holder a supplemental agreement providing that the Holder of each Note then outstanding shall have the right thereafter and until the expiration of the period of convertibility to convert such Note into the kind and amount of stock, securities or assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reorganization, reclassification, consolidation, merger or sale, subject to adjustment which shall be as nearly equivalent as may be practicable to the adjustments provided for in this section.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS, CONSOLIDATIONS OR SALE SALES OF ASSETS. If at any time there of the following transactions (each, a "Special Transaction") shall be become effective: (a) a capital reorganization of the Company's Common Stock or recapitalization (other than a dividend or other distribution, subdivision, stock split, combination, reclassification, exchange, substitution or substitution exchange of shares provided for elsewhere abovein this Section 5), (b) a consolidation or merger or consolidation of the Company with or and into another corporationentity (where the Company is not the surviving corporation or where there is a change in, or distribution with respect to, the Common Stock), or (c) a sale or conveyance of all or substantially all of the Company's properties and assets as, or substantially as, an entirety to any other personassets, then, as a part condition of such reorganization, merger, consolidation, or salethe Special Transaction, lawful and adequate provision shall be made so that the holder of this Underwriter's Warrant Holder shall thereafter be entitled have the right to purchase and receive upon exercise of this Underwriter's Warrantthe Warrants, during the period specified in this Underwriter's Warrant and upon payment lieu of the Stock Purchase Warrant Shares immediately theretofore issuable upon exercise of the Warrants, for the aggregate Warrant Price and Warrant Purchase Price then in effecteffect immediately prior to such consummation, such shares of stock, other securities, cash or other assets ("Other Property") as may be issued or paid pursuant to the number terms of such Special Transaction to the holders of shares of Common Stock and Stock Purchase for which such Warrants or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Underwriter's Warrant would could have been entitled in such capital reorganization, merger, consolidation, or sale if this Underwriter's Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or saleprior to such Special Transaction (pro rated in the case of any partial exercise). In connection with any such caseSpecial Transaction, appropriate adjustment (as determined in good faith by the Company's Board of Directors) provision shall be made in the application of the provisions of this Underwriter's Warrant with respect to the rights and interests of the holder of this Underwriter's Warrant after the reorganization, merger, consolidation, or sale Holder to the end that the provisions of this Underwriter's Warrant the Warrants (including without limitation provisions for adjustment of the Stock Purchase Warrant Price and Warrant Purchase Price then in effect and the number of Warrant Shares purchasable issuable upon the exercise of this Underwriter's Warrant) the Warrants), shall thereafter be applicable after that eventapplicable, as near nearly as reasonably may bebe practicable, in relation to any Shares or Stock Purchase Warrants or other property Other Property thereafter deliverable after that event upon the exercise of this Underwriter's Warrantthe Warrants. The Company shallshall not effect any Special Transaction unless prior to, within thirty or simultaneously with, the closing, the successor entity (30) days after making if other than the Company), if any, resulting from such adjustment, give consolidation or merger or the entity acquiring such assets shall assume by a written notice (instrument executed and mailed by first class mail, postage prepaid) certified mail or delivered to the registered holder of this Underwriter's Warrant Holder at the address of that holder shown Holder appearing on the books of the Company's books. That notice shall set forth, in reasonable detail, the event requiring obligation of 5 the adjustment and Company or such successor corporation to deliver to Holder such Other Property, as in accordance with the method by foregoing provisions, which Holder shall have the adjustment was calculated and specify the Stock Purchase Price and Warrant Purchase Price then in effect after the adjustment and the increased or decreased number of Shares and Stock Purchase Warrants purchasable upon exercise of this Underwriter's Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Underwriter's Warrantright to purchase.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS, CONSOLIDATIONS OR SALE SALES OF ASSETS. If at any time there of the following transactions (each a "Special Transaction") shall be become effective: (a) a capital reorganization of the Company's Common Stock (other than a subdivisionsubdivision or combination of shares or a stock dividend, stock split, combination, recapitalization or reclassification, exchange, or substitution an exchange of shares or a substitution or other change, provided for elsewhere abovein this Article 3); (b) a consolidation or merger or consolidation of the Company Stores with or and into another corporationentity (where Stores is not the surviving entity or where there is a change in, or distribution with respect to, the Common Shares); or (c) a sale or conveyance of all or substantially all of the Company's properties and assets as, or substantially as, an entirety to any other personStores' assets, then, as a part condition of such reorganization, merger, consolidation, or salethe Special Transaction, lawful and adequate provision shall be made so that the holder of this Underwriter's Warrant Lenders and/or Holders shall thereafter be entitled have the right to purchase and receive upon exercise of this Underwriter's Warrant, during the period specified in this Underwriter's Warrant and upon payment lieu of the Stock Purchase Price and Warrant Purchase Price then in effect, the number of shares of Common Stock and Stock Purchase Warrants or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable Shares immediately theretofore issuable upon exercise of this Underwriter's Warrant would have been entitled in Warrant, such capital reorganizationshares of stock, mergerother securities, consolidationcash or other assets (collectively, "Other Property") as may be issued or payable in, or sale if pursuant to, the terms of such Special Transaction to the holders of Common Shares for which this Underwriter's Warrant had could have been exercised immediately before that capital reorganizationprior to such Special Transaction. Stores shall not effect any Special Transaction unless prior to, or simultaneously with, the closing, the successor entity (if other than Stores) resulting from such consolidation or merger, consolidationor the entity acquiring such assets, shall assume by a written instrument executed and mailed by certified mail or sale. In any such case, appropriate adjustment (as determined in good faith by delivered to the Company's Board of DirectorsLenders and/or Holders at the address(es) shall be made in the application of the provisions Lenders and/or Holders appearing on the books of this Underwriter's Warrant with respect Stores, the obligation of Stores or such successor entity to deliver to the rights and interests of Lenders and/or Holders such Other Property, as in accordance with the holder of this Underwriter's Warrant after foregoing provisions, upon the reorganization, merger, consolidation, or sale to the end that the provisions of this Underwriter's Warrant (including adjustment of the Stock Purchase Price and Warrant Purchase Price then in effect and number of Shares purchasable upon exercise of this Underwriter's Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any Shares or Stock Purchase Warrants or other property deliverable after that event upon exercise of this Underwriter's Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the registered holder of this Underwriter's Warrant at the address of that holder shown on the Company's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and specify the Stock Purchase Price and Warrant Purchase Price then in effect after the adjustment and the increased or decreased number of Shares and Stock Purchase Warrants purchasable upon exercise of this Underwriter's Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Underwriter's Warrant.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS, CONSOLIDATIONS OR SALE SALES OF ASSETS. If at any time there of the following transactions (each, a "Special Transaction") shall be become effective: (a) a capital reorganization of the Company's Common Stock or recapitalization (other than a dividend or other distribution, subdivision, stock split, combination, reclassification, exchange, substitution or substitution exchange of shares provided for elsewhere abovein this Section 5), (b) a consolidation or merger or consolidation of the Company with or and into another corporationentity (where the Company is not the surviving corporation or where there is a change in, or distribution with respect to, the Common Stock), or (c) a sale or conveyance of all or substantially all of the Company's properties and assets as, or substantially as, an entirety to any other personassets, then, as a part condition of such reorganization, merger, consolidation, or salethe Special Transaction, lawful and adequate provision shall be made so that the holder of this Underwriter's Warrant Holder shall thereafter be entitled have the right to purchase and receive upon exercise of this Underwriter's Warrantthe Warrants, during the period specified in this Underwriter's Warrant and upon payment lieu of the Stock Purchase Warrant Shares immediately theretofore issuable upon exercise of the Warrants, for the aggregate Warrant Price and Warrant Purchase Price then in effecteffect immediately prior to such consummation, such shares of stock, other securities, cash or other assets ("Other Property") as may be issued or paid pursuant to the number terms of such Special Transaction to the holders of shares of Common Stock and Stock Purchase for which such Warrants or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Underwriter's Warrant would could have been entitled in such capital reorganization, merger, consolidation, or sale if this Underwriter's Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or saleprior to such Special Transaction (pro rated in the case of any partial exercise). In connection with any such caseSpecial Transaction, appropriate adjustment (as determined in good faith by the Company's Board of Directors) provision shall be made in the application of the provisions of this Underwriter's Warrant with respect to the rights and interests of the holder of this Underwriter's Warrant after the reorganization, merger, consolidation, or sale Holder to the end that the provisions of this Underwriter's Warrant the Warrants (including without limitation provisions for adjustment of the Stock Purchase Warrant Price and Warrant Purchase Price then in effect and the number of Warrant Shares purchasable issuable upon the exercise of this Underwriter's Warrant) the Warrants), shall thereafter be applicable after that eventapplicable, as near nearly as reasonably may bebe practicable, in relation to any Shares or Stock Purchase Warrants or other property Other Property thereafter deliverable after that event upon the exercise of this Underwriter's Warrantthe Warrants. The Company shallshall not effect any Special Transaction unless prior to, within thirty or simultaneously with, the closing, the successor entity (30) days after making if other than the Company), if any, resulting from such adjustment, give consolidation or merger or the entity acquiring such assets shall assume by a written notice (instrument executed and mailed by first class mail, postage prepaid) certified mail or delivered to the registered holder of this Underwriter's Warrant Holder at the address of that holder shown Holder appearing on the books of the Company's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and specify the Stock Purchase Price and Warrant Purchase Price then in effect after the adjustment and the increased or decreased number of Shares and Stock Purchase Warrants purchasable upon exercise of this Underwriter's Warrant. When appropriate, that notice may be given in advance and include as part obligation of the notice required under other provisions of this Underwriter's WarrantCompany or such successor corporation to deliver to Holder such Other Property, as in accordance with the foregoing provisions, which Holder shall have the right to purchase.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS, OR SALE OF ASSETS. If at any time there shall be a capital reorganization of the Company's Common Stock (other than a subdivision, stock split, combination, reclassification, exchange, or substitution of shares provided for elsewhere above) or merger or consolidation of the Company with or into another corporation, or the sale of substantially all of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the holder of this Underwriter's Warrant shall thereafter be entitled to receive upon exercise of this Underwriter's Warrant, during the period specified in this Underwriter's Warrant and upon payment of the Stock Purchase Price and Warrant Purchase Price then in effect, the number of shares of Common Stock and Stock Purchase Warrants or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this Underwriter's Warrant would have been entitled in such capital reorganization, merger, consolidation, or sale if this Underwriter's Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Underwriter's Warrant with respect to the rights and interests of the holder of this Underwriter's Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Underwriter's Warrant (including adjustment of the Stock Purchase Price and Warrant Purchase Price then in effect and number of Shares purchasable upon exercise of this Underwriter's Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any Shares or Stock Purchase Warrants or other property deliverable after that event upon exercise of this Underwriter's Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the registered holder of this Underwriter's Warrant at the address of that holder shown on the Company's books. That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and specify the Stock Purchase Price and Warrant Purchase Price then in effect after the adjustment and the increased or decreased number of Shares and Stock Purchase Warrants purchasable upon exercise of this Underwriter's Warrant. When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Underwriter's Warrant.