Common use of Treatment of Shares of Constituent Corporations Clause in Contracts

Treatment of Shares of Constituent Corporations. The terms and conditions of the Merger, the mode of each of the Constituent Corporations and SSI carrying the same into effect, and the manner and basis of converting the common shares and other securities of each of the Constituent Corporations are as follows: (a) All Mergerco Shares currently issued and outstanding to SSI shall be converted into an equal number of OraLabs Shares by virtue of the Merger and without any action on the part of the holder thereof on the basis of one OraLabs Common Share for each Mergerco Share. After the Effective Date, SSI, as the holder of Mergerco Shares outstanding prior to the Merger shall be entitled upon surrender to receive from OraLabs a certificate representing the number of OraLabs Shares to which such holder shall be entitled for each Mergerco Share so surrendered. Until so surrendered, the outstanding certificates which, prior to the Effective Date, represented Mergerco Shares shall be deemed for all corporate purposes to evidence ownership of OraLabs Shares into which such Mergerco Shares shall have been converted. (b) The 15,597,399 Outstanding OraLabs Shares shall be converted by virtue of the Merger, and at the Effective Date, into a total of 15,597,399 SSI Common Shares without any action on the part of the holders thereof on the basis of one SSI Common Share for each OraLabs Common Share. After the Effective Date, each holder of OraLabs Shares outstanding prior to the Merger shall be entitled upon surrender to receive from SSI a certificate representing the number of SSI Common Shares to which such holder shall be entitled for each OraLabs Common Share so surrendered, which certificate shall contain any appropriate restrictive legend concerning the resale of such SSI Common Shares. Until so surrendered, the outstanding certificates which, prior to the Effective Date, represented OraLabs Shares shall be deemed for all corporate purposes to evidence ownership of SSI Common Shares into which such OraLabs Shares shall have been converted. Upon such surrender, the OraLabs Shares so surrendered shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Fractional shares shall be determined based upon the total shares held by each holder, regardless of the number of certificates representing such OraLabs Shares. SSI also shall assume all obligations to issue shares under the Stock Plan, such assumption to be on a share-for-share basis and be subject, as to incentive stock options under the Stock Plan, to any required shareholder approval of SSI. (c) There shall be no change in the ownership of the Outstanding SSI Common Shares from that in existence immediately prior to the Merger. (d) The separate existence and corporate organization of Mergerco, except insofar as it may be continued by statute, shall cease on Effective Date and OraLabs shall become a wholly owned subsidiary of SSI.

Treatment of Shares of Constituent Corporations. The terms and conditions of the MergerMergers, the mode of each of the Constituent Corporations and SSI carrying the same into effect, and the manner and basis of converting the common shares and other securities of each of the Constituent Corporations are as follows: (a) All Mergerco Shares currently issued and outstanding to SSI The equity interests in Logical shall be converted into an equal number of OraLabs Shares by virtue of the Merger Logical Merger, and at the Effective Date, into approximately 3,000,000 newly issued shares of Advatex Common Stock (Advatex Common Shares), on the basis of 1.84843 Advatex Common Shares for each one share of common stock of Logical, without any action on the part of the holder thereof holders thereof. The actual number of Advatex Common Shares to be issued to each Logical stockholder shall be rounded to the nearest whole number. The equity interests in Color shall be converted by virtue of the Color Merger, and at the Effective Date, into approximately 3,000,000 newly issued Advatex Common Shares, on the basis of 15 Advatex Common Shares for each one OraLabs share of common stock of Color, without any action on the part of the holders thereof. The actual number of Advatex Common Share for to be issued to each Mergerco ShareColor stockholder shall be rounded to the nearest whole number. After the Effective Date, SSI, as the each holder of Mergerco Shares outstanding a common equity interest in Logical prior to the Logical Merger shall be entitled upon surrender to receive from OraLabs LAC a certificate representing the number of OraLabs Shares to which such holder shall be entitled for each Mergerco Share so surrendered. Until so surrendered, the outstanding certificates which, prior to the Effective Date, represented Mergerco Shares shall be deemed for all corporate purposes to evidence ownership of OraLabs Shares into which such Mergerco Shares shall have been converted. (b) The 15,597,399 Outstanding OraLabs Shares shall be converted by virtue of the Merger, and at the Effective Date, into a total of 15,597,399 SSI Common Shares without any action on the part of the holders thereof on the basis of one SSI Common Share for each OraLabs Common Share. After the Effective Date, each holder of OraLabs Shares outstanding prior to the Merger shall be entitled upon surrender to receive from SSI a certificate representing the number of SSI Advatex Common Shares to which such holder shall be entitled for each OraLabs Common Share so surrenderedentitled, which certificate shall contain any appropriate restrictive legend concerning the resale of such SSI Advatex Common Shares. After the Effective Date, each holder of a common equity interest in Color prior to the Color Merger shall be entitled upon surrender to receive from CAC a certificate representing the number of Advatex Common Shares to which such holder shall be entitled, which certificate shall contain any appropriate restrictive legend concerning the resale of such Advatex Common Shares. Until so surrendered, the any outstanding certificates or other documentation which, prior to the Effective Date, represented OraLabs Shares a common equity interest in either Logical or Color shall be deemed for all corporate purposes to evidence ownership of SSI Advatex Common Shares into which such OraLabs Shares common equity interests shall have been converted. Upon such surrender, the OraLabs Shares equity interests of Logical and Color so surrendered shall no longer be outstanding owned of record and shall automatically be canceled and retired and shall cease to existbeneficially by Advatex. Fractional Upon conversion, any fractional shares resulting from conversion shall be determined based upon rounded to the total shares held nearest whole number of Advatex Common Shares. In the event the Reverse Split has not taken place at the Effective Date: (i) the equity interests in Logical shall be converted by each holder, regardless virtue of the number Logical Merger at the Effective Date into approximately 18,233,338 shares of certificates representing such OraLabs Shares. SSI also Advatex common stock, on the basis of 11.2343425 shares of Advatex common stock for each one share of common stock of Logical, without any action on the part of the holders thereof, and (ii) the equity interests in Color shall assume all obligations to issue shares under be converted by virtue of the Stock PlanColor (1) as soon as practicable after the Effective Date, such assumption Advatex shall cause to be on issued to Logical and Color shareholders a share-for-share basis total of 11,662,996 shares of common stock, 5,831,498 shares to Logical shareholders and be subject5,831,498 to Color shareholders, and (2) thereafter, Advatex shall use its best efforts to: (A) obtain stockholder approval to amend its certificate of incorporation to increase the authorized shares of common stock so as to incentive permit the additional share issuance and reservation required by this subparagraph, and (B) cause to be issued to Logical and Color shareholders an additional 24,803,680 shares of common stock, 12,401,840 shares to be issued to Logical shareholders and 12,401,840 shares to be issued to Color shareholders and 1,651,448 shares to be reserved for issuance pursuant to Section 7(c) below. The actual amount of shares of common stock options under of Advatex to be issued to each Logical and Color shareholder shall be rounded to the Stock Plan, to any required shareholder approval of SSInearest whole number. (cb) There Following the effectiveness of the Reverse Split, there shall be no change in the ownership of the Outstanding SSI outstanding Advatex Common Shares from that in existence immediately prior to the MergerMergers. (c) If the Reverse Split has taken place on or before the Effective Date, the 147,000 currently existing warrants of Logical, exercisable at $5.00 per share of the common stock of Logical shall be replaced by 271,719 warrants to purchase Advatex Common Shares at $ 2.70 per share, with such other terms as the Parties shall deem appropriate. In the event the Reverse Split has not taken place on or before the Effective Date, the 147,000 currently existing warrants of Logical, exercisable at $5.00 per share shall be replaced by 1,651,448 warrants to purchase Advatex Common Stock at $0.44, with such other terms as the Parties shall deem appropriate. (d) The separate existence and corporate organization of MergercoLAC and CAC, except insofar as it they may be continued by statute, shall cease on Effective Date Date, and OraLabs Logical and Color each shall become a wholly owned subsidiary of SSI.Advatex. 5. Section 10(j) of the Merger Agreement is hereby deleted in its entirety and replaced to read as follows:

Treatment of Shares of Constituent Corporations. The terms and ------------------------------------------------- conditions of the Merger, the mode of each of the Constituent Corporations and SSI carrying the same into effect, and the manner and basis of converting the common shares and other securities of each of the Constituent Corporations are as follows: (a) All Mergerco Shares currently issued and outstanding to SSI of the Outstanding WMM Membership Interests shall be converted into an equal number of OraLabs Shares by virtue of the Merger at the Effective Date into, in the aggregate, (i) 24,313,655 shares of Famous Fixins Common Stock (the "Member Shares") and without any action on (ii) ------------- $2,900,000 principal amount of convertible debentures in the part form of the holder thereof on convertible debenture attached hereto as Exhibit B (the basis of one OraLabs Common Share for each Mergerco Share"WMM Debentures" and --------- -------------- collectively with the Member Shares, the "Member Securities"). After the ------------------ Effective Date, each Member, upon surrender of their Outstanding WMM Membership Interest existing immediately prior to the Effective Date, SSI, as the holder of Mergerco Shares outstanding prior to the Merger shall be entitled upon surrender to receive from OraLabs a certificate Famous Fixins, pro-rata based upon their respective share of such Outstanding Membership Interest, certificates representing their share of the number Member Securities, which certificates shall contain any appropriate restrictive legend concerning the resale of OraLabs Shares to which such holder shall be entitled for each Mergerco Share so surrenderedsecurities. Until so surrendered, the any outstanding certificates or other documentation which, prior to the Effective Date, represented Mergerco Shares Outstanding WMM Membership Interests, shall be deemed for all corporate purposes to evidence ownership of OraLabs Shares the Member Securities into which such Mergerco Shares shall have been converted. (b) The 15,597,399 Outstanding OraLabs Shares WMM Membership Interests shall be converted by virtue of the Merger, and at the Effective Date, into a total of 15,597,399 SSI Common Shares without any action on the part of the holders thereof on the basis of one SSI Common Share for each OraLabs Common Share. After the Effective Date, each holder of OraLabs Shares outstanding prior to the Merger shall be entitled upon surrender to receive from SSI a certificate representing the number of SSI Common Shares to which such holder shall be entitled for each OraLabs Common Share so surrendered, which certificate shall contain any appropriate restrictive legend concerning the resale of such SSI Common Shares. Until so surrendered, the outstanding certificates which, prior to the Effective Date, represented OraLabs Shares shall be deemed for all corporate purposes to evidence ownership of SSI Common Shares into which such OraLabs Shares shall have been convertedconvertible into. Upon such surrender, the OraLabs Shares Outstanding WMM Membership Interests so surrendered shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Fractional Upon conversion, any fractional shares resulting from conversion shall be determined based upon rounded to the total shares nearest whole number of Member Shares. (b) All of the FIXN SUB Shares shall be converted by virtue of the Merger at the Effective Date into, in the aggregate, Membership Interests representing 100% of the Membership Interests of WMM, and all of such interests shall be held by each holder, regardless of the number of certificates representing such OraLabs Shares. SSI also shall assume all obligations to issue shares under the Stock Plan, such assumption to be on a share-for-share basis and be subject, as to incentive stock options under the Stock Plan, to any required shareholder approval of SSIFamous Fixins. (c) There shall be no change in the ownership of the Outstanding SSI Common Shares from that in existence immediately prior to the Merger. (d) The separate existence and corporate organization of MergercoFIXN SUB, except insofar as it may be continued by statute, shall cease on Effective Date and OraLabs WMM shall become a wholly owned subsidiary of SSIFamous Fixins.