Common use of Adjustment for Other Distributions Clause in Contracts

Adjustment for Other Distributions. In case the Company shall distribute to all holders of its Ordinary Shares evidences of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’ = N x M M - F where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in for which Section 5(a7(p) hereof is applicable) or in Section 5(c)), shares of capital stock (debt or other than Ordinary Shares), securities or any rights, options or warrants containing to purchase the right to subscribe for or purchase debt securities, assets or debt or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the current market price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the record date mentioned below. F = the fair market value on the record date of such distributionthe assets, and securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the denominator case of which any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall be such market price per Ordinary Share less reasonably determine the fair market value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Shareand such determination shall be conclusive. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change This Section 7(c) does not apply to rights, options or warrants referred to in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a7(b). No If any adjustment shall be is made pursuant to this Section 5(b7(c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with may elect to, and if “M-F” is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this Section 7(c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If, after the Issue Date of the Warrant, the Company shall distribute distributes to all or substantially all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock debt or other securities which are convertible into assets or exchangeable forproperty (including cash, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities acquire capital stock of the Company or other securities, but excluding (a) dividends or distributions (including subdivisions) referred to in Section 2.1 and distributions of rights, warrants or options referred to in Section 2.2, (b) rights issued to all holders of Common Stock pursuant to a Shareholders' Rights Plan, where such rights are not presently exercisable, continue to trade with Common Stock and holders will receive such rights together with Common Stock upon exercise of the Warrant), (c) dividends or other than Convertible Securities or Ordinary Sharesdistributions paid exclusively in cash (to which Section 2.4 shall apply) and (d) any Spin-off to which the provisions set forth below in this Section 2.3 shall apply) (collectively "Assets"“Distributed Property”), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Price shall be determined by multiplying decreased, in accordance with the number formula: where: R' = the Exercise Price in effect immediately after the Open of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, Business on the record date for such distribution, ; R = the market price per Ordinary Share exceeds Exercise Price in effect immediately prior to the fair market value Open of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share Business on the record date for such distribution is less than or equal to distribution; M = the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on, and including, the record date for such distribution; and F = the fair market value value, as determined by the Board of Directors, of the Assets applicable portion of the Distributed Property to be distributed in respect of each outstanding Ordinary Share on such date, share of Common Stock immediately as of the Company shall either (i) distribute Assets to the Warrant Holder Open of Business on the record date for such distribution when such Assets are distributed distribution. Such adjustment shall become effective immediately prior to the Open of Business on the record date for such distribution. Notwithstanding the foregoing, if “F” as set forth above is equal to or greater than “M” as set forth above, in lieu of the foregoing adjustment, the Holder shall receive, at the same time and up on the same terms as holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant HolderCommon Stock, the Company shall, on amount and kind of Distributed Property the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on received had the Holder owned a number of shares of Common Stock issued upon such date if it had exercised the Warrants evidenced hereby exercise immediately prior to the record date for such distribution. If, howeverIf such distribution is not so paid or made, the Company elects Exercise Price shall again be adjusted to deposit be the Assets due Exercise Price that would then be in effect if such dividend or distribution had not been declared. If the Warrant Holder Board of Directors or a committee thereof determines “F” for purposes of this Section 2.3 by reference to the actual or when issued trading market for any Common Stock, it must in trust, doing so consider the Company shall, on prices in such market over the date Assets are distributed to holders of Ordinary Shares, place same period used in trust computing the Assets that the Warrant Holder would have been entitled to receive on such date if all Closing Sale Prices of the Warrants evidenced hereby had been exercised immediately prior to Common Stock over the 10 consecutive Trading Day period ending on, and including, the record date for such distribution. With respect to an adjustment pursuant to this Section 2.3 where there has been a payment of a dividend or other distribution on the Common Stock in shares of capital stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit, where such capital stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the Spin‑off) on a national securities exchange or reasonably comparable non‑U.S. equivalent, which is referred to herein as a “Spin‑off,” the Exercise Price will be decreased based on the following formula: R' = the Exercise Price in effect immediately after the end of the Valuation Period (as defined below); R = the Exercise Price in effect immediately prior to the end of the Valuation Period; F = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock over the first 10 consecutive Trading Day period immediately following, and including, the effective date for the Spin‑off (such period, the “Valuation Period”); and MP = the Warrant Holder average of the Closing Sale Prices of the Common Stock over the Valuation Period. The adjustment to the Exercise Price under the preceding paragraph of this Section 2.3 will be made immediately after the Close of Business on the last day of the Valuation Period, but will be given effect as of the Open of Business on the effective date for the Spin‑off. For purposes of determining the Exercise Price in respect of any exercise during the 10 Trading Days commencing on the effective date for any Spin‑off, references within the portion of this Section 2.3 related to “Spin‑offs” to 10 consecutive Trading Days shall be entitled upon exercise deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the effective date for such Spin‑off to, but excluding, the relevant Determination Date. For purposes of this Section 2.3, in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Warrants evidenced hereby to receive Common Stock at less than the Ordinary Shares issuable upon average of the Closing Sale Prices of the Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the Assets placed in trust in respect value of such Warrantsconsideration, and if other than cash, to be determined by the interest and dividends paid on such Assets since being placed in trustBoard of Directors. In the event any Warrants evidenced hereby have not been exercised If, prior to a Determination Date, a record date for a Spin-off has been set but the termination relevant dividend or distribution has not yet resulted in an adjustment to the Exercise Price and an exercising Holder is not entitled to participate in the dividend or distribution with respect to the shares of Common Stock the Holder receives upon exercise (whether because the Holder was not a holder of such shares of Common Stock on the effective date for such dividend or distribution or otherwise), then as promptly as practicable following the Determination Date, the Company will deliver to the Holder a number of additional shares of Common Stock that reflects the increase to the number of Warrant Shares deliverable as a result of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySpin-off.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in for which Section 5(a7(p) hereof is applicable) or in Section 5(c)), shares of capital stock (debt or other than Ordinary Shares), securities or any rights, options or warrants containing to purchase the right to subscribe for or purchase debt securities, assets or debt or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N' = N x M where: N' = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the current market price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the record date mentioned below. F = the fair market value on the record date of such distributionthe assets, and securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the denominator case of which any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall be such market price per Ordinary Share less reasonably determine the fair market value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Shareand such determination shall be conclusive. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change This Section 7(c) does not apply to rights, options or warrants referred to in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a7(b). No If any adjustment shall be is made pursuant to this Section 5(b7(c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with may elect to, and if “M-F” is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this Section 7(c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock) or Ordinary Sharesevidences of its indebtedness or assets (other than cash) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 11.07 hereof) (collectively any of the foregoing hereinafter in this Section 11.08(a) called the "AssetsDistributed Securities"), then in each case then, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the number Conversion Rate in effect immediately prior to the date of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby such distribution by a fraction, fraction of which the numerator shall be the market price Current Market Price per Ordinary Share (as defined in Section 5(f)) share of the Common Stock on the record date of such distributionmentioned below, and the denominator of which shall be the Current Market Price per share of the Common Stock on such market price per Ordinary Share record date less the fair market value as of on such record date (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive, and described in a certificate filed with the Trustee) of the portion of the Assets Distributed Securities so distributed applicable to one Ordinary Shareshare of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification Notwithstanding the foregoing, in the event the then fair market value (as so determined) of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, portion of the outstanding Ordinary Shares within Distributed Securities so distributed applicable to one share of Common Stock is equal to or greater than the meaning Current Market Price of Section 5(a). No adjustment the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made pursuant so that each Securityholder shall have the right to this Section 5(b) unless, receive upon conversion the amount of Distributed Securities such Holder would have received had such Holder converted each Security on such record date. In the record date for event that such distributiondistribution is not so paid or made, the market price per Ordinary Share exceeds Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 11.08(a) by reference to the Assets applicable to each outstanding Ordinary Shareactual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. In Notwithstanding the eventforegoing provisions of this Section 11.08(a), and each time, that no adjustment shall be made thereunder for any distribution of Distributed Securities if the Company distributes Assets to all holders makes proper provision so that each Holder of its Ordinary Shares and the market price per Ordinary Share on a Security who converts such Security (or any portion thereof) after the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been be entitled to receive on upon such date if it had exercised the Warrants evidenced hereby immediately prior conversion, in addition to the record date for shares of Common Stock issuable upon such distribution. If, howeverconversion, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders amount and kind of Ordinary Shares, place in trust the Assets Distributed Securities that the Warrant such Holder would have been entitled to receive on if such date if all of the Warrants evidenced hereby had been exercised Holder had, immediately prior to the such record date date, converted such Security for such distributionCommon Stock; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby provided that, with respect to receive the Ordinary Shares issuable upon exercise thereofany Distributed Securities that are convertible, exchangeable or exercisable, the Assets placed in trust in respect foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such WarrantsSecurity would be convertible, and the interest and dividends paid on exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySecurity.

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock), of evidences of indebtedness of the Company or Ordinary Sharesof assets (other than cash) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 11.07 hereof) (collectively any of the foregoing hereinafter in this Section 11.08(a) called the "AssetsDistributed Securities"), then in each case then, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the number Conversion Rate in effect immediately prior to the date of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby such distribution by a fraction, fraction of which the numerator shall be the market price Current Market Price per Ordinary Share (as defined in Section 5(f)) share of the Common Stock on the record date of such distributionmentioned below, and the denominator of which shall be the Current Market Price per share of the Common Stock on such market price per Ordinary Share record date less the fair market value as of on such record date (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive, and described in a certificate filed with the Trustee) of the portion of the Assets Distributed Securities so distributed applicable to one Ordinary Shareshare of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification Notwithstanding the foregoing, in the event that the then fair market value (as so determined) of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, portion of the outstanding Ordinary Shares within Distributed Securities so distributed applicable to one share of Common Stock is equal to or greater than the meaning Current Market Price of Section 5(a). No adjustment the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made pursuant so that each Holder shall have the right to this Section 5(b) unless, on receive upon conversion the amount of Distributed Securities such Holder would have received had such Holder converted each Security immediately prior to such record date for date. In the event that such distributiondistribution is not so paid or made, the market price per Ordinary Share exceeds Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 11.08(a) by reference to the Assets applicable to each outstanding Ordinary Shareactual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. In Notwithstanding the eventforegoing provisions of this Section 11.08(a), and each time, that no adjustment shall be made thereunder for any distribution of Distributed Securities if the Company distributes Assets to all holders makes proper provision so that each Holder of its Ordinary Shares and the market price per Ordinary Share on a Security who converts such Security (or any portion thereof) after the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been be entitled to receive on upon such date if it had exercised the Warrants evidenced hereby immediately prior conversion, in addition to the record date for shares of Common Stock issuable upon such distribution. If, howeverconversion, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders amount and kind of Ordinary Shares, place in trust the Assets Distributed Securities that the Warrant such Holder would have been entitled to receive on if such date if all of the Warrants evidenced hereby had been exercised Holder had, immediately prior to the such record date date, converted such Security for such distributionCommon Stock; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby provided that, with respect to receive the Ordinary Shares issuable upon exercise thereofany Distributed -------- Securities that are convertible, exchangeable or exercisable, the Assets placed in trust in respect foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such WarrantsSecurity would be convertible, and the interest and dividends paid on exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySecurity.

Adjustment for Other Distributions. In case the Company shall distribute If QES distributes to all holders of any class of its Ordinary Shares Common Stock (i) any evidences of indebtedness of QES or any of its indebtedness subsidiaries, (other than evidences of indebtedness, shares of stock ii) any cash or other securities which are convertible into assets of QES or exchangeable for, with or without payment any of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares)its subsidiaries, or (iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of QES, then, except to the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")extent the Holders participate in such distribution pursuant to Section 7, then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Number shall be determined by multiplying adjusted in accordance with the number following formula: where: W’ = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date mentioned below. M = the Specified Value per unit or share of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) Common Stock on the record date of such distribution, and the denominator of which shall be such market price per Ordinary Share less mentioned below. F = the fair market value as of such on the record date (as determined in good faith by the Board of Directors mentioned below of the Company) indebtedness, assets, rights, options or warrants distributable to the holder of the portion one unit or share of the Assets applicable to one Ordinary ShareCommon Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if “F” in the above formula was the fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of units or shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than date. This subsection does not apply to any transaction described in subsection (a) of this Section 10 or equal to the fair market value rights, options or warrants referred to in subsection (b) of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section 10.

Adjustment for Other Distributions. In case the Company shall distribute If DIMAC Holdings distributes to all holders of any class of its Ordinary Shares Common Stock (i) any evidences of indebtedness of DIMAC Holdings or any of its indebtedness subsidiaries, (other than evidences ii) any assets of indebtedness, shares DIMAC Holdings or any of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares)its subsidiaries, or (iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of DIMAC Holdings, the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Number shall be determined by multiplying adjusted in accordance with the number following formula: W'=~W `TIMES` {M OVER {M`-`F}} where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date mentioned below. M = the Specified Value per share of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) Common Stock on the record date of such distribution, and the denominator of which shall be such market price per Ordinary Share less mentioned below. F = the fair market value as of such on the record date (as determined in good faith by the Board of Directors mentioned below of the Company) shares, the indebtedness, assets, rights, options or warrants distributable to the holder of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than date. This subsection does not apply to any transaction described in subsection (a) of this Section or equal to the fair market value rights, options or warrants referred to in subsection (b) of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section .

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N' = N × M M - F where: N' = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if "M-F" or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (ii) any cash or other than evidences assets of indebtednessthe Company or any of its subsidiaries, (iii) shares of its capital stock or any other properties or securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in iv) any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Sharesthe items described in the foregoing clauses (i)-(iv) (being collectively "Assets"referred to as the “Consideration”), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Price shall be determined by multiplying adjusted in accordance with the number formula: E‘ = E x M-F M where: E‘ = the adjusted Exercise Price. E = the then current Exercise Price. M = the Current Market Value per share of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) Common Stock on the record date of such distribution, and the denominator of which shall be such market price per Ordinary Share less mentioned below. F = the fair market value as of such on the record date (as determined in good faith by the Board of Directors mentioned below of the Company) Consideration distributable to the holder of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If an adjustment is made pursuant to this subsection (c) as a result of the Ordinary Shares (other than a change issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted as if “F” in par valuethe above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, from par value to no par value options or from no par value to par value) into Ordinary Shares and warrants divided by the number of shares of any other class of stock Common Stock outstanding on the record date. No adjustment shall be deemed a required under this subsection (c) if at the time of such distribution by the Company makes the same distribution to the Holders of Warrants as it makes to holders of its Ordinary Shares of such shares of such other class of stock within Common Stock pro rata based on the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part shares of Common Stock for which such reclassification, such change shall be deemed a subdivision Warrants are exercisable (weather or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(anot currently exercisable). No adjustment shall be made pursuant to this Section 5(bsubsection (c) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder which shall be entitled have the effect of decreasing the number of Warrant Shares purchasable upon exercise of the Warrants evidenced hereby each Warrant. This subsection does not apply to receive the Ordinary Shares issuable upon exercise thereofany distribution referred to in subsection (a) of this Section 9 or to rights, the Assets placed options or warrants referred to in trust in respect subsection (b) of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section 9.

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock), or Ordinary Sharesevidences of indebtedness of the Company or of assets (other than Cash and other than dividends, distributions or rights or warrants to subscribe for or purchase any of its securities referred to in Section 11.07 hereof) (collectively any of the foregoing hereinafter in this Section 11.08(a) called the "AssetsDISTRIBUTED SECURITIES"), then in each case then, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the number Conversion Rate in effect immediately prior to the date of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby such distribution by a fraction, fraction of which the numerator shall be the market price Market Price per Ordinary Share (as defined in Section 5(f)) share of the Common Stock on the record date of such distributionmentioned below, and the denominator of which shall be the Market Price per share of the Common Stock on such market price per Ordinary Share record date less the fair market value as of on such record date (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive, and described in a certificate filed with the Trustee) of the portion of the Assets Distributed Securities so distributed applicable to one Ordinary Shareshare of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification Notwithstanding the foregoing, in the event that the then fair market value (as so determined) of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, portion of the outstanding Ordinary Shares within Distributed Securities so distributed applicable to one share of Common Stock is equal to or greater than the meaning Market Price of Section 5(a). No adjustment the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made pursuant so that each Holder shall have the right to this Section 5(b) unless, on receive upon conversion the amount of Distributed Securities such Holder would have received had such Holder converted each Security immediately prior to such record date for date. In the event that such distributiondistribution is not so paid or made, the market price per Ordinary Share exceeds Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 11.08(a) by reference to the Assets applicable to each outstanding Ordinary Shareactual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Market Price of the Common Stock. In Notwithstanding the eventforegoing provisions of this Section 11.08(a), and each time, that no adjustment shall be made thereunder for any distribution of Distributed Securities if the Company distributes Assets to all holders makes proper provision so that each Holder of its Ordinary Shares and the market price per Ordinary Share on a Security who converts such Security (or any portion thereof) after the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been be entitled to receive on upon such date if it had exercised the Warrants evidenced hereby immediately prior conversion, in addition to the record date for shares of Common Stock issuable upon such distribution. If, howeverconversion, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders amount and kind of Ordinary Shares, place in trust the Assets Distributed Securities that the Warrant such Holder would have been entitled to receive on if such date if all of the Warrants evidenced hereby had been exercised Holder had, immediately prior to the such record date date, converted such Security for such distributionCommon Stock; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby PROVIDED that, with respect to receive the Ordinary Shares issuable upon exercise thereofany Distributed Securities that are convertible, exchangeable or exercisable, the Assets placed in trust in respect foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such WarrantsSecurity would be convertible, and the interest and dividends paid on exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySecurity.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of any class of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (other than evidences ii) any assets of indebtedness, shares the Company or any of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares)its subsidiaries, or (iii) any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities acquire any of the Company (foregoing or to acquire any other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) , the Warrant Number shall be adjusted in accordance with the following formula: W' = W × [M ÷ (M—F)] where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date mentioned below. M = the Specified Value per share of Common Stock on the portion record date mentioned below. F = the Specified Value on the record date mentioned below with respect to any other Securities or the fair market value on the record date mentioned below with respect to any indebtedness, assets, rights, options or warrants distributable to the holder of the Assets applicable to one Ordinary Shareshare of Common Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date for of the indebtedness or assets actually distributed upon exercise of such distributionrights, options or warrants divided by the number of shares of Common Stock outstanding on the record date; provided, however, to the extent that any Warrants have been exercised prior to any such readjustment, the market price per Ordinary Share exceeds number of Warrant Shares that have been delivered or the fair market value number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(c) shall require that an adjustment in the Warrant Number be made effective immediately after the record date for a specified event, the Company may elect to defer until the exercise of such rights, options or warrants issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Assets applicable Warrant Number in effect prior to each outstanding Ordinary Share. In the eventsuch adjustment; provided, and each timehowever, that the Company distributes Assets shall deliver to all holders such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the exercise of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than rights, options or equal warrants. This subsection does not apply to the any transaction described in subsection (a) of this Section 8 or to rights, options or warrants referred to in subsection (b) or (d) of this Section 8. Such fair market value shall be determined in good faith by the by the board of directors of the Assets applicable to each outstanding Ordinary Share on such dateCompany, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder whose determination shall be entitled upon exercise of described in a duly adopted resolution certified by the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereofCompany's Secretary or Assistant Secretary, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised which determination shall be returned to final and binding upon the CompanyHolders.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences any of its indebtedness assets (other than evidences of indebtednessincluding cash) or debt securities or any rights, shares of stock options or warrants to purchase debt securities, assets or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock Company (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of Ordinary Shares theretofore purchasable issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which Ordinary Shares issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) on the Business Day immediately preceding the ex-dividend date of for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, and the denominator of which shall be such market price per securities, rights , options or warrants distributable to one Ordinary Share less after taking into account, in the fair value as case of such record date (as determined in good faith by any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b11. If any adjustment is made pursuant to this subsection (c) andas a result of the issuance of rights, if options or warrants and at the outstanding Ordinary Shares end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be changed into larger immediately readjusted as if “F” in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or smaller assets actually distributed upon exercise of such rights, options or warrants divided by the number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock), of evidences of indebtedness of the Company or Ordinary Sharesof assets (other than cash) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 11.8 hereof) (collectively any of the foregoing hereinafter in this Section 11.9(a) called the "AssetsDistributed Securities"), then in each case then, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the number Conversion Rate in effect immediately prior to the date of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby such distribution by a fraction, fraction of which the numerator shall be the market price Current Market Price per Ordinary Share (as defined in Section 5(f)) share of the Common Stock on the record date of such distributionmentioned below, and the denominator of which shall be the Current Market Price per share of the Common Stock on such market price per Ordinary Share record date less the fair market value as of on such record date (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive, and described in a certificate filed with the Trustee) of the portion of the Assets Distributed Securities so distributed applicable to one Ordinary Shareshare of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification Notwithstanding the foregoing, in the event that the then fair market value (as so determined) of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, portion of the outstanding Ordinary Shares within Distributed Securities so distributed applicable to one share of Common Stock is equal to or greater than the meaning Current Market Price of Section 5(a). No adjustment the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made pursuant so that each Holder shall have the right to this Section 5(b) unless, on receive upon conversion the amount of Distributed Securities such Holder would have received had such Holder converted each Security immediately prior to such record date for date. In the event that such distributiondistribution is not so paid or made, the market price per Ordinary Share exceeds Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 11.9(a) by reference to the Assets applicable to each outstanding Ordinary Shareactual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. In Notwithstanding the eventforegoing provisions of this Section 11.9(a), and each time, that no adjustment shall be made thereunder for any distribution of Distributed Securities if the Company distributes Assets to all holders makes proper provision so that each Holder of its Ordinary Shares and the market price per Ordinary Share on a Security who converts such Security (or any portion thereof) after the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been be entitled to receive on upon such date if it had exercised the Warrants evidenced hereby immediately prior conversion, in addition to the record date for shares of Common Stock issuable upon such distribution. If, howeverconversion, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders amount and kind of Ordinary Shares, place in trust the Assets Distributed Securities that the Warrant such Holder would have been entitled to receive on if such date if all of the Warrants evidenced hereby had been exercised Holder had, immediately prior to the such record date date, converted such Security for such distributionCommon Stock; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby provided that, with respect to receive the Ordinary Shares issuable upon exercise thereofany Distributed Securities that are convertible, exchangeable or exercisable, the Assets placed in trust in respect foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such WarrantsSecurity would be convertible, and the interest and dividends paid on exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySecurity.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: M N' = N x ----- M - F where: N' = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if "M-F" or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Last Reported Sale Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute Corporate Borrower distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness assets or debt securities or any rights, warrants or options to purchase any of its debt securities or assets, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x M --- M-F where: E' = the adjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value; and F = the fair market value (other than evidences on the record date for the distribution to which this subsection (iii) applies) of indebtednessthe assets, shares securities, rights, warrants or options to be distributed in respect of stock or other securities each share of Common Stock in the distribution to which are convertible into or exchangeable forthis subsection (iii) is being applied (including, with or without payment in the case of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or other cash distributions payable out of consolidated retained earnings and dividends or distributions referred giving rise to in Section 5(a) or in Section 5(can adjustment, all such cash distributed concurrently)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If at the end of the Ordinary Shares period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if such rights, warrants or options which are not exercised had not been issued. This subsection (iii) does not apply to cash dividends or cash distributions paid out of consolidated retained earnings as shown on the books of the Corporate Borrower prepared in accordance with generally accepted accounting principles other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be deemed a distribution that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Corporate Borrower's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the Company Board of Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Common Stock. In all cases, Borrower shall give the holder of this Note advance notice of a record date for any dividend payment on the Common Stock which notice is delivered on a date at least as early as the date of notice to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanyCommon Stock.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex- dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute fixes a record date for the distribution to all holders of its Ordinary Shares Common Stock of (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (ii) any assets of the Company or any of its subsidiaries, whether in cash, property or otherwise (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding regularly scheduled cash dividends or cash distributions payable out of consolidated retained earnings and or earned surplus or dividends or distributions referred to payable in capital stock for which adjustment is made under Section 5(a) or in Section 5(c4(a)), shares of capital stock or (other than Ordinary Shares), or iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Rate shall be determined by multiplying adjusted in accordance with the number of Ordinary Shares theretofore purchasable upon formula (it being understood that in no event shall the exercise of each Warrant evidenced hereby by a fraction, of which fraction M be less than zero): E' = E x M --- M-F and the numerator Exercise Price shall be decreased (but not increased) in accordance with the market price per Ordinary Share (as defined in Section 5(f)) following formula: EP' = EP x E -- E' where: E' = the adjusted Exercise Rate. E = the current Exercise Rate on the record date referred to in this paragraph (c) above. EP' = the Adjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the Current Market Value per share of such distribution, and Common Stock on the denominator of which shall be such market price per Ordinary Share less record date referred to in this paragraph (c) above. F = the fair market value as of such record date (as determined in good faith by the Board Company's board of Directors directors) on the record date referred to in this paragraph (c) above of the Company) indebtedness, assets, rights, options or warrants distributable in respect of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such adjustment The adjustments shall be made successively whenever any such distribution record date is made, fixed and shall become effective on immediately after such record date. If any adjustment is made pursuant to clause (iii) above of this subsection (c) as a result of the date issuance of distribution retroactive rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, in full, any adjustment made to the Exchange Rate and the Exercise Price which was made upon the record date for the determination fixed in respect of shareholders entitled to receive such distribution. A reclassification of the Ordinary Shares (other than a change in par valuerights, from par value to no par value options or from no par value to par value) into Ordinary Shares warrants, and shares of any other class of stock subsequent adjustments based thereon, shall be deemed a distribution by recomputed on the Company to basis that "F" in the holders of its Ordinary Shares of such shares of such other class of stock within above formula had been the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Shareon such record date. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal Notwithstanding anything to the fair market value contrary contained in this subsection (c) in lieu of the Assets applicable to each outstanding Ordinary Share on such dateadjustment otherwise required by this subsection (c), the Company shall either (i) may elect to distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders holder of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holderthis Warrant, upon exercise thereof, the Company shallevidences of indebtedness, on the date Assets are distributed to holders of Ordinary Sharesassets, distribute to such Warrant Holder the Assets that it rights, options or warrants which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the such holder had this Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If, after the date hereof, the ---------------------------------- Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock assets or other debt securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or rights, warrants or options or warrants containing the right to subscribe for or purchase debt securities, assets or securities Common Stock of the Company (other than Convertible Securities including securities or Ordinary Sharescash, but excluding (i) distributions that would be permitted by the Company's debt agreements (collectively "Assets"including the Indenture) and (ii) distributions of Capital Stock referred to in paragraph (a) and distributions of rights, warrants or options referred to in paragraph (b), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Rate shall be determined by multiplying adjusted in accordance with the number of Ordinary Shares theretofore purchasable upon formula: E' = E x M --- M-F where: E' = the exercise of each Warrant evidenced hereby by a fractionadjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value, of minus, in case any other distribution has ----- occurred to which paragraph (a)(iv) applies, with respect to which (i) the numerator record date shall be occur on or before the market price per Ordinary Share record date for the distribution to which this paragraph (as defined in Section 5(f)c) applies and (ii) the Ex-Dividend Time shall occur on or after the date of such distributionthe Time of Determination for the distribution to which this paragraph (c) applies, and the denominator of which shall be such market price per Ordinary Share less the fair market value as of such (on the record date for the distribution to which this paragraph (as determined c) applies) of any Capital Stock of the Company distributed in good faith by respect of each share of Common Stock in such paragraph (a)(iv) distribution; and F = the fair market value (on the record date for the distribution to which this paragraph (c) applies) of the assets, securities, rights, warrants or options to be distributed in respect of each share of Common Stock in the distribution to which this paragraph (c) is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). The Board of Directors of the CompanyCompany shall reasonably and in good faith determine by a board resolution, the fair market value of all property (other than cash) distributed for the purposes of the portion of the Assets applicable to one Ordinary Sharethis paragraph (c). Such The adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares distributions to which this paragraph (other than a change in par value, from par value to no par value or from no par value to par valuec) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Shareapplies. In the event, and each time, event that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal not so made, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date had not been so fixed. For purposes of this paragraph (c), the term "Extraordinary Cash Dividend" --------------------------- shall mean any cash dividend with respect to the fair market value Common Stock the amount of which, together with the Assets applicable aggregate amount of cash dividends on the Common Stock to each outstanding Ordinary Share on be aggregated with such datecash dividend in accordance with the provisions of this paragraph, equals or exceeds the Company shall either threshold percentages set forth in item (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.below:

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’ = N x M M - F where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares (other than a change This Section 4.3 does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of Section 4.2. If any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be is made pursuant to this Section 5(b) unless4.3 as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this Section 4.3, if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this Section 4.3, distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case the Company shall distribute If Parent distributes to all holders of any class of its Ordinary Shares Common Stock (i) any evidences of indebtedness of Parent or any of its indebtedness subsidiaries, (ii) any assets of Parent or any of its subsidiaries (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Sharesafter an IPO), or (iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of Parent, the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Number shall be determined by multiplying adjusted in accordance with the number formula: W' = W x M --- M - F where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date mentioned below. M = the Specified Value per share of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) Common Stock on the recor date of such distribution, and mentioned below. F = the denominator of which shall be such market price per Ordinary Share less Fair Market Value on the fair value as of such record date (as determined in good faith by the Board of Directors mentioned below of the Company) shares, the indebtedness, assets, rights, options or warrants distributable to the holder of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the Fair Market Value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than date. This subsection does not apply to rights, options or equal warrants referred to the fair market value in subsection (b) or to any issuance of the Assets applicable shares of Common Stock referred to each outstanding Ordinary Share on such date, the Company shall either in subsection (id) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section 9.

Adjustment for Other Distributions. In case the Company shall distribute If World Heart distributes to all holders of its Ordinary Shares evidences any class of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares)scheduled dividends payable on preferred stock or payments made to redeem preferred stock in accordance with its terms) (i) any evidences of indebtedness of World Heart or any of its subsidiaries, (ii) any assets of World Heart or any of its subsidiaries, or (iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of World Heart, the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary World Heart Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the number of Ordinary formula: V' = V x M ------ M - F where: V' = the adjusted World Heart Shares. V = the World Heart Shares theretofore purchasable upon immediately prior to the exercise of each Warrant evidenced hereby by a fraction, of which record date mentioned below. M = the numerator shall be the market price Specified Value per Ordinary World Heart Common Share (as defined in Section 5(f)) on the record date of such distribution, and the denominator of which shall be such market price per Ordinary Share less mentioned below. F = the fair market value as of such on the record date (as determined in good faith by the Board of Directors mentioned below of the Company) shares, the indebtedness, assets, rights, options or warrants distributable to the holder of the portion of the Assets applicable to one Ordinary World Heart Common Share. Such The adjustment shall be made whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted World Heart Shares shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of World Heart Common Shares outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date date. This subsection does not apply to rights, options or warrants referred to in subsection (b) or for such distribution is less than any World Heart Common Share referred to in subsection (d) of this Section 3. The adjustment in the number of World Heart Shares provided for in the preceding paragraph shall not apply upon the issuance of World Heart Common Shares, rights, options, warrants or equal convertible or exchangeable securities in an arm's-length transaction to stockholders of any unaffiliated third party, who are neither existing stockholders nor Affiliates of World Heart at the fair market value of the Assets applicable time, which unaffiliated third party substantially and concurrently merges with or into World Heart or any subsidiary thereof, in proportion to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as their stock holdings of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby unaffiliated third party immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companymerger.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness assets (other than evidences of indebtednessincluding cash) or debt securities or any rights, shares of stock options, or warrants to purchase debt securities, assets, or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence Company the number of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares)Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = N x M M - F N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the Closing Price per share of Common Stock on the trading day immediately preceding the ex-dividend date for such distribution. F = the fair market value on the ex-dividend date for such distribution of the assets, or securities, rights, options or warrants containing distributable to one share of Common Stock after taking into account, in the right case of any rights, options, or warrants, the consideration required to subscribe for or purchase debt securities, assets or securities be paid upon exercise thereof. The Board of Directors shall reasonably determine the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then fair market value in each case the number good faith as described in a Board of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of Directors resolution which shall be such market price per Ordinary Share less filed with the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary ShareWarrant Agent. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of This subsection (c) does not apply to regular quarterly cash dividends on the Ordinary Shares Common Stock in an amount per share not to exceed the Permitted Dividend (other than a change “Permitted Dividend” means $0.125 or, in par valuethe event that the Exercise Price is adjusted pursuant to this Warrant Agreement, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock such amount shall be deemed a distribution obtained by multiplying the Permitted Dividend in effect immediately prior to such adjustment by the Company same fraction used to adjust the holders Exercise Price pursuant to Section 11(o) below) of its Ordinary Shares of such shares of such other class of stock within the meaning rights, options, or warrants referred to in subsection (b) of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options, or warrants and at the end of the period during which any such rights, options, or warrants are exercisable, not all such rights, options, or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the aggregate fair market value on the record dividend date of such rights, options, or warrants as shall have been exercised at the end of such period divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options, or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute Corporate Borrower distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness assets or debt securities or any rights, warrants or options to purchase any of its debt securities or assets, the Exercise Rate shall be adjusted in accordance with the formula: E ' = E x M ---------- M-F where: E '= the adjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value; and F = the fair market value (other than evidences on the record date for the distribution to which this subsection (iii) applies) of indebtednessthe assets, shares securities, rights, warrants or options to be distributed in respect of stock or other securities each share of Common Stock in the distribution to which are convertible into or exchangeable forthis subsection (iii) is being applied (including, with or without payment in the case of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or other cash distributions payable out of consolidated retained earnings and dividends or distributions referred giving rise to in Section 5(a) or in Section 5(can adjustment, all such cash distributed concurrently)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If at the end of the Ordinary Shares period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if such rights, warrants or options which are not exercised had not been issued. This subsection (iii) does not apply to cash dividends or cash distributions paid out of consolidated retained earnings as shown on the books of the Corporate Borrower prepared in accordance with generally accepted accounting principles other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be deemed a distribution that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Corporate Borrower's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the Company Board of Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Common Stock. In all cases, Borrower shall give the holder of this Note advance notice of a record date for any dividend payment on the Common Stock which notice is delivered on a date at least as early as the date of notice to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanyCommon Stock.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N' = N × M M - F where: N' = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of the Company) of Company shall reasonably determine the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if "M-F" or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (ii) any assets of the Company or any of its subsidiaries (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to paid exclusively in Section 5(a) or in Section 5(c)cash), (iii) any shares of capital stock (of the Company other than Ordinary Shares)Common Stock, or and (iv) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or securities acquire any Common Stock of the Company (other than Convertible Securities or Ordinary Sharesthe items referred to in the foregoing clauses (i)-(iv) (being hereinafter collectively referred to as the "AssetsDistributed Property"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Price shall be determined by multiplying adjusted in accordance with the number formula: E = E x M - F ----- M where: E = the adjusted Exercise Price. E = the then current Exercise Price. M = the Current Market Value per share of Ordinary Shares theretofore purchasable upon Common Stock on the exercise record date mentioned below. F = the fair market value on the record date mentioned below of each Warrant evidenced hereby by a fractionthe Distributed Property, distributable to the holder of which the numerator shall be the market price per Ordinary Share one share of Common Stock (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as reasonably determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share). Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive the distribution. If an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness, assets or capital stock actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. This subsection does not apply to any dividend or distribution referred to in subsections (a) or (b) of this Section 11. Notwithstanding the foregoing, in the event that the fair market value of the Distributed Property so distributed exceeds such Current Market Value per share of Common Stock, or such Current Market Value exceeds such fair market value by less than $0.10 per share, the Exercise Price shall not be adjusted pursuant to this subsection (c) and, in lieu of such an adjustment, adequate provision will be made so that each Holder will be entitled to receive upon exercise of the Warrants the amount of Distributed Property such Holder would have received had such Warrants been exercised immediately prior to the Record Date for such distribution. A reclassification In addition, notwithstanding the foregoing provisions of this subsection (c), no adjustment shall be made hereunder for any distribution of Distributed Property if the Ordinary Shares Company makes proper provision so that each Holder who exercises a Warrant (other than a change or any portion thereof) after the date fixed for determination of shareholders entitled to receive such distribution shall be entitled to receive upon such conversion, in par value, from par value addition to no par value or from no par value to par value) into Ordinary Shares and the shares of Common Stock issuable upon such conversion, the amount and kind of Distributed Property that such Holder would have been entitled to receive if such Holder had, immediately prior to such determination date, exercised such Warrant; provided that, with respect to any other class Distributed Property that is convertible, exchangeable or exercis able, the foregoing provision shall only apply to the extent (and so long as) the Distributed Property receivable upon exercise of stock shall such Warrant would be deemed convertible, exchangeable or exercisable, as appli cable, without any loss of rights or privileges for a distribution period of at least 60 days following exercise of such Warrant. Rights or warrants distributed by the Company to the holders all Holders of its Ordinary Shares Common Stock (whether before or after the date hereof) entitling the Holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (the "Trigger Event") (i) are deemed to be transferred with such shares of such other class Common Stock, (ii) are not exercisable and (iii) are also issued in respect of stock within the meaning future issuances of this Section 5(b) andCommon Stock, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision to be distributed for purposes of this subsection (c) (and the appropriate adjustment to the Exercise Price shall be required) only upon the occurrence of the earliest Trigger Event. In addition, in the event of any distribution of rights or combina- tionwarrants, or any Trigger Event with respect thereto, that shall have resulted in an adjustment to the Exercise Price under this subsection (c), (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any Holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such as though it were a cash distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all Holders of Common Stock as of the Assets applicable to each outstanding Ordinary Share on date of such dateredemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise by any Holder thereof, the Exercise Price shall be readjusted as if such distribution had not occurred. If after an adjustment a holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall either (i) distribute Assets to determine the Warrant Holder on allocation of the record date for adjusted Exercise Price between the classes of capital stock. After such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holderallocation, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; exercise privilege and the Warrant Holder Exercise Price of each class of capital stock shall thereafter be entitled upon exercise of the Warrants evidenced hereby subject to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed adjustment on terms comparable to those applicable to Common Stock in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (ii) any assets of the Company or any of its subsidiaries (other than evidences of indebtedness, shares of stock or other securities cash dividends which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable paid out of consolidated retained earnings of the Company and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Sharesare not prohibited by the Purchase Agreement), or (iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Number shall be determined by multiplying adjusted in accordance with the number formula: W' = W x M ------- M - F where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date mentioned below. M = the Specified Value per share of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) Common Stock on the record date of such distribution, and the denominator of which shall be such market price per Ordinary Share less mentioned below. F = the fair market value as of such on the record date (as determined in good faith by the Board of Directors mentioned below of the Company) indebtedness, assets, rights, options or warrants distributable to the holder of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which all or a portion of any such rights, options or warrants are exercisable, not all such rights, options or warrants (or portion thereof) shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable indebtedness or assets actually distributed upon exercise of such rights, options or warrants, with respect to each such portion that is no longer exercisable, divided by the number of shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than date. This subsection does not apply to rights, options or equal warrants referred to the fair market value in subsection (b) of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section 9.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all ---------------------------------- holders of its Common Stock (i)any evidences of indebtedness of the Company or any of its subsidiaries, (ii)any assets of the Company or any of its subsidiaries (other than cash dividends or other cash distributions that constitute an Ordinary Cash Distribution and other than any dividend or distribution to all holders of its Ordinary Shares evidences Common Stock in connection with the liquidation, dissolution or winding-up of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary SharesCompany), or (iii)any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Rate shall be determined by multiplying adjusted in accordance with the number of Ordinary Shares theretofore purchasable upon formula: E' = E x M --- M - F and the exercise of each Warrant evidenced hereby by a fraction, of which the numerator Exercise Price shall be decreased (but not increased) in accordance with the market price per Ordinary Share (as defined in Section 5(f)) following formula: EP' = EP x E - E' where: E' = the adjusted Exercise Rate. E = the current Exercise Rate on the record date referred to in this paragraph (c) below. EP'= the Adjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the Current Market Value per share of such distribution, and Common Stock on the denominator of which shall be such market price per Ordinary Share less record date referred to in this paragraph (c) below. F = the fair market value as of such record date (as determined in good faith by the Board Company's board of Directors directors) on the record date referred to in this paragraph (c) below of the Company) indebtedness, assets, rights, options or warrants distributable in respect of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such adjustment The adjustments shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If any adjustment is made pursuant to clause(iii) above of this subsection(c) as a result of the Ordinary Shares (other than a change issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in par valuethe above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, from par value to no par value options or from no par value to par value) into Ordinary Shares and warrants divided by the number of shares of any other class Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00 (or is a negative number) then in lieu of stock shall be deemed a distribution the adjustment otherwise required by this subsection (c), the Company may elect to distribute to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) andWarrants, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distributionupon exercise thereof, the market price per Ordinary Share exceeds the fair market value evidences of the Assets applicable to each outstanding Ordinary Share. In the eventindebtedness, and each timeassets, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than rights, options or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it warrants which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had warrants been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise . This subsection does not apply to rights, options or warrants referred to in subsection(b) of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section12.

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock), or Ordinary Sharesevidences of indebtedness of the Company or of assets (other than cash and other than dividends, distributions or rights or warrants to subscribe for or purchase any of its securities referred to in Section 11.07 hereof) (collectively any of the foregoing hereinafter in this Section 11.08(a) called the "AssetsDISTRIBUTED SECURITIES"), then in each case then, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the number Conversion Rate in effect immediately prior to the date of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby such distribution by a fraction, fraction of which the numerator shall be the market price Market Price per Ordinary Share (as defined in Section 5(f)) share of the Common Stock on the record date of such distributionmentioned below, and the denominator of which shall be the Market Price per share of the Common Stock on such market price per Ordinary Share record date less the fair market value as of on such record date (as determined in good faith by the Board of Directors of Directors, whose determination shall be conclusive, and described in a certificate filed with the CompanyTrustee) of the portion of the Assets Distributed Securities so distributed applicable to one Ordinary Shareshare of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification Notwithstanding the foregoing, in the event that the then fair market value (as so determined) of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, portion of the outstanding Ordinary Shares within Distributed Securities so distributed applicable to one share of Common Stock is equal to or greater than the meaning Market Price of Section 5(a). No adjustment the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made pursuant so that each Holder shall have the right to this Section 5(b) unless, on receive upon conversion the amount of Distributed Securities such Holder would have received had such Holder converted each Security immediately prior to such record date for date. In the event that such distributiondistribution is not so paid or made, the market price per Ordinary Share exceeds Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 11.08(a) by reference to the Assets applicable to each outstanding Ordinary Shareactual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Market Price of the Common Stock. In Notwithstanding the eventforegoing provisions of this Section 11.08(a), and each time, that no adjustment shall be made thereunder for any distribution of Distributed Securities if the Company distributes Assets to all holders makes proper provision so that each Holder of its Ordinary Shares and the market price per Ordinary Share on a Security who converts such Security (or any portion thereof) after the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been be entitled to receive on upon such date if it had exercised the Warrants evidenced hereby immediately prior conversion, in addition to the record date for shares of Common Stock issuable upon such distribution. If, howeverconversion, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders amount and kind of Ordinary Shares, place in trust the Assets Distributed Securities that the Warrant such Holder would have been entitled to receive on if such date if all of the Warrants evidenced hereby had been exercised Holder had, immediately prior to the such record date date, converted such Security for such distributionCommon Stock; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby PROVIDED that, with respect to receive the Ordinary Shares issuable upon exercise thereofany Distributed Securities that are convertible, exchangeable or exercisable, the Assets placed in trust in respect foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such WarrantsSecurity would be convertible, and the interest and dividends paid on exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySecurity.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N' M = - N F × M where: N' = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M - F" in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if "M - F" or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of any class of its Ordinary Shares Common Stock (as such) (i) any evidences of indebtedness or preferred stock of the Company or any of its indebtedness subsidiaries, (other than evidences ii) any assets of indebtedness, shares the Company or any of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares)its subsidiaries, or (iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Number shall be determined by multiplying adjusted in accordance with the number formula: W' = W x M ----- M - F where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date mentioned below. M = the Current Market Value per share of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) Common Stock on the record date of such distribution, and the denominator of which shall be such market price per Ordinary Share less mentioned below. F = the fair market value as of such on the record date (as determined in good faith by the Board of Directors mentioned below of the Company) shares, indebtedness, assets, rights, options or warrants distributable to the holder of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Shareon the record date. In the event, and each time, event that "F" in the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less greater than or equal to "M" in the fair market value above formula, then each Holder of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on notwithstanding that such Assets since being placed in trust. In the event any Holder's Warrants evidenced hereby have not been exercised prior exercised, shall receive the distribution referred to in this Section 4.4 on the termination basis of the Expiration Datenumber of Warrant Shares underlying the Warrants held by each such Holder. This subsection does not apply to rights, any assets remaining options or warrants referred to in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySection 4.3.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (other than evidences ii) any assets of indebtednessthe Company or any of its subsidiaries (whether in cash, shares of stock property or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Sharesotherwise), or (iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Rate shall be determined by multiplying adjusted in accordance with the number of Ordinary Shares theretofore purchasable upon formula: E' = E X M ----- M - F and the exercise of each Warrant evidenced hereby by a fraction, of which the numerator Exercise Price shall be decreased (but not increased) in accordance with the market price per Ordinary Share (as defined in Section 5(f)) following formula: EP' = EP X E --- E' where: E' = the adjusted Exercise Rate. E = the current Exercise Rate on the record date referred to in this paragraph (c) below. EP' = the adjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the Current Market Value per share of such distribution, and Common Stock on the denominator of which shall be such market price per Ordinary Share less record date referred to in this paragraph (c) below. F = the fair market value as of such record date (as determined in good faith by the Company's Board of Directors Directors) on the record date referred to in this paragraph (c) below of the Company) indebtedness, assets, rights, options or warrants distributable in respect of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such adjustment The adjustments shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of If any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be is made pursuant to clause (iii) above of this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, this Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than date. This subsection does not apply to rights, options or equal warrants referred to the fair market value in subsection (b) of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section 4.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Class B Shares evidences any of its indebtedness assets or debt securities or any rights, warrants or options to purchase any of its debt securities or assets, the Exercise Rate shall be adjusted in accordance with the formula: M E ' = E x --- M-F where: E ' = the adjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value; and F = the fair market value (other than evidences on the record date for the distribution to which this paragraph (c) applies) of indebtednessthe assets, shares securities, rights, warrants or options to be distributed in respect of stock or other securities each Class B Share in the distribution to which are convertible into or exchangeable forthis paragraph (c) is being applied (including, with or without payment in the case of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or other cash distributions payable out of consolidated retained earnings and dividends or distributions referred giving rise to in Section 5(a) or in Section 5(can adjustment, all such cash distributed concurrently)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If at the end of the Ordinary Shares period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if such rights, warrants or options which are not exercised had not been issued. This subsection (c) does not apply to cash dividends or cash distributions paid out of consolidated retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be deemed a distribution that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Company's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the Board of Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Class B Shares. In all cases, the Company shall give the Warrant holders advance notice of a record date for any dividend payment on the Class B Shares which notice is delivered on a date at least as early as the date of notice to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Class B Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness assets or debt securities or any rights, warrants or options to purchase any of its debt securities or assets, the Exercise Rate shall be adjusted in accordance with the formula: E ' = E x M --- M-F where: E ' = the adjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value; and F = the fair market value (other than evidences on the record date for the distribution to which this paragraph (c) applies) of indebtednessthe assets, shares securities, rights, warrants or options to be distributed in respect of stock or other securities each share of Common Stock in the distribution to which are convertible into or exchangeable forthis paragraph (c) is being applied (including, with or without payment in the case of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or other cash distributions payable out of consolidated retained earnings and dividends or distributions referred giving rise to in Section 5(a) or in Section 5(can adjustment, all such cash distributed concurrently)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If at the end of the Ordinary Shares period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if such rights, warrants or options which are not exercised had not been issued. This subsection (c) does not apply to cash dividends or cash distributions paid out of consolidated retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be deemed a distribution that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Company's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the Board of Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Common Stock. In all cases, the Company shall give the Warrant holders advance notice of a record date for any dividend payment on the Common Stock which notice is delivered on a date at least as early as the date of notice to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanyCommon Stock.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification This subsection (c) does not apply to regular quarterly cash dividends paid out of the Ordinary Shares earnings and not return of capital including increases thereof or rights, options or warrants referred to in subsection (other than a change in par value, from par value to no par value or from no par value to par valueb) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (ii) any cash or other than evidences assets of indebtednessthe Company or any of its subsidiaries, (iii) shares of its capital stock or any other properties or securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in iv) any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Sharesthe items described in the foregoing clauses (i)-(iv) (being collectively referred to as the "AssetsConsideration"), then in the Applicable Exercise Price for each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Numbered Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the number formula: E' = E x M - F ----- M where: E' = the adjusted Applicable Exercise Price. E = the then current Applicable Exercise Price. M = the Current Market Value per share of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) Common Stock on the record date of such distribution, and the denominator of which shall be such market price per Ordinary Share less mentioned below. F = the fair market value as of such on the record date (as determined in good faith by the Board of Directors mentioned below of the Company) Consideration distributable to the holder of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If an adjustment is made pursuant to this subsection (c) as a result of the Ordinary Shares (other than a change issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Applicable Exercise Price shall be immediately readjusted as if "F" in par valuethe above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, from par value to no par value options or from no par value to par value) into Ordinary Shares and warrants divided by the number of shares of any other class of stock Common Stock outstanding on the record date. No adjustment shall be deemed a required under this subsection (c) if at the time of such distribution by the Company makes the same distribution to the holders of its Ordinary Shares Warrants as it makes to holders of such shares of such other class of stock within Common Stock pro rata based on the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part shares of Common Stock for which such reclassification, such change shall be deemed a subdivision Warrants are exercisable (whether or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(anot currently exercisable). No adjustment shall be made pursuant to this Section 5(bsubsection (c) unless, on which shall have the record date for such distribution, effect of decreasing the market price per Ordinary Share exceeds the fair market value number of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Applicable Warrant Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled purchasable upon exercise of the Warrants evidenced hereby any Numbered Warrant. This subsection does not apply to receive the Ordinary Shares issuable upon exercise thereofany distribution referred to in subsection (a) of this Section 9 or to rights, the Assets placed options or warrants referred to in trust in respect subsection (b) of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section 9.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Class B Shares evidences any of its indebtedness assets or debt securities or any rights, warrants or options to purchase any of its debt securities or assets, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x M --- M-F where: E' = the adjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value; and F = the fair market value (other than evidences on the record date for the distribution to which this paragraph (c) applies) of indebtednessthe assets, shares securities, rights, warrants or options to be distributed in respect of stock or other securities each Class B Share in the distribution to which are convertible into or exchangeable forthis paragraph (c) is being applied (including, with or without payment in the case of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or other cash distributions payable out of consolidated retained earnings and dividends or distributions referred giving rise to in Section 5(a) or in Section 5(can adjustment, all such cash distributed concurrently)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If at the end of the Ordinary Shares period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if such rights, warrants or options which are not exercised had not been issued. This subsection (c) does not apply to cash dividends or cash distributions paid out of consolidated retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be deemed a distribution that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Company's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the Board of Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Class B Shares. In all cases, the Company shall give the Warrant holders advance notice of a record date for any dividend payment on the Class B Shares which notice is delivered on a date at least as early as the date of notice to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Class B Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’= N x M M - F where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Last Reported Sale Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in for which Section 5(a7(p) hereof is applicable) or in Section 5(c)), shares of capital stock (debt or other than Ordinary Shares), securities or any rights, options or warrants containing to purchase the right to subscribe for or purchase debt securities, assets or debt or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’ = N × M where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the current market price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the record date mentioned below. F = the fair market value on the record date of such distributionthe assets, and securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the denominator case of which any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall be such market price per Ordinary Share less reasonably determine the fair market value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Shareand such determination shall be conclusive. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change This Section 7(c) does not apply to rights, options or warrants referred to in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a7(b). No If any adjustment shall be is made pursuant to this Section 5(b7(c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with may elect to, and if “M-F” is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this Section 7(c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of any class of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (other than evidences ii) any assets of indebtedness, shares the Company or any of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares)its subsidiaries, or (iii) any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities acquire any of the Company (foregoing or to acquire any other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) , the Warrant Number shall be adjusted in accordance with the following formula: W’ = W x [M ÷ (M – F)] where: W’ = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date mentioned below. M = the Specified Value per share of Common Stock on the portion record date mentioned below. F = the Specified Value on the record date mentioned below with respect to any other Securities or the fair market value on the record date mentioned below with respect to any indebtedness, assets, rights, options or warrants distributable to the holder of the Assets applicable to one Ordinary Shareshare of Common Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(b) unlesssubsection as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if “F” in the above formula was the fair market value on the record date for of the indebtedness or assets actually distributed upon exercise of such distributionrights, options or warrants divided by the number of shares of Common Stock outstanding on the record date; provided, however, to the extent that any Warrants have been exercised prior to any such readjustment, the market price per Ordinary Share exceeds number of Warrant Shares that have been delivered or the fair market value number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(c) shall require that an adjustment in the Warrant Number be made effective immediately after the record date for a specified event, the Company may elect to defer until the exercise of such rights, options or warrants issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Assets applicable Warrant Number in effect prior to each outstanding Ordinary Share. In the eventsuch adjustment; provided, and each timehowever, that the Company distributes Assets shall deliver to all holders such Holder a due xxxx or other appropriate instrument evidencing such Holder’s right to receive such additional Warrant Shares upon the exercise of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than rights, options or equal warrants. This subsection does not apply to the any transaction described in subsection (a) of this Section 8 or to rights, options or warrants referred to in subsection (b) or (d) of this Section 8. Such fair market value shall be determined in good faith by the board of directors of the Assets applicable to each outstanding Ordinary Share on such dateCompany, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder whose determination shall be entitled upon exercise of described in a duly adopted resolution certified by the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereofCompany’s Secretary or Assistant Secretary, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised which determination shall be returned to final and binding upon the CompanyHolders.

Adjustment for Other Distributions. In case the Company shall distribute If Borrower distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness assets or debt securities or any rights, warrants or options to purchase any of its debt securities or assets, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x M --- M-F where: E' = the adjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value; and F = the fair market value (other than evidences on the record date for the distribution to which this subsection (iii) applies) of indebtednessthe assets, shares securities, rights, warrants or options to be distributed in respect of stock or other securities each share of Common Stock in the distribution to which are convertible into or exchangeable forthis subsection (iii) is being applied (including, with or without payment in the case of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or other cash distributions payable out of consolidated retained earnings and dividends or distributions referred giving rise to in Section 5(a) or in Section 5(can adjustment, all such cash distributed concurrently)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If at the end of the Ordinary Shares period during which such rights, warrants or options are exercisable, not all rights, warrants or options shall have been exercised, the Exercise Rate shall be immediately readjusted to what it would have been if such rights, warrants or options which are not exercised had not been issued. This subsection (iii) does not apply to cash dividends or cash distributions paid out of consolidated retained earnings as shown on the books of Borrower prepared in accordance with generally accepted accounting principles other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be deemed a distribution that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) Borrower cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the Company Board of Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Common Stock. In all cases, Borrower shall give the holder of this Note advance notice of a record date for any dividend payment on the Common Stock which notice is delivered on a date at least as early as the date of notice to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanyCommon Stock.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in for which Section 5(a7(p) hereof is applicable) or in Section 5(c)), shares of capital stock (debt or other than Ordinary Shares), securities or any rights, options or warrants containing to purchase the right to subscribe for or purchase debt securities, assets or debt or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each the Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, the Warrant. N = the current number of which shares of Common Stock issuable upon exercise of the numerator shall be Warrant. M = the current market price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the record date mentioned below. F = the fair market value on the record date of such distributionthe assets, and securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the denominator case of which any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall be such market price per Ordinary Share less reasonably determine the fair market value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Shareand such determination shall be conclusive. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change This Section 7(c) does not apply to rights, options or warrants referred to in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a7(b). No If any adjustment shall be is made pursuant to this Section 5(b7(c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with may elect to, and if “M-F” is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this Section 7(c), distribute to such Warrant Holder the Assets that it holder of the Warrant, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been entitled distributed to receive on such date if it holders had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences New Common Stock any of its indebtedness assets (other than evidences any cash dividends periodically paid to holders of indebtednessNew Common Stock from profits or retained earnings of the Company, shares but only to the extent such distributions are (i) on a per share basis, not in excess of stock [__]% of the per share market price of the New Common Stock on the date such distributions are made and (ii) made pursuant to a policy of quarterly cash dividends adopted by the Company and publicly announced) or debt securities or any rights or warrants to purchase assets, debt securities or other securities which are convertible into or exchangeable forof the Company, the Exercise Price shall be adjusted in accordance with or without payment the formula: M - F ----- W' = W x M where: W' = the adjusted Exercise Price. W = the then current Exercise Price. M = the current market price per share of additional consideration New Common Stock on the record date mentioned below. F = the aggregate fair market value (as determined by an Appraiser chosen in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")accordance with Section 6.6), on the record date, of the assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)including cash), shares of capital stock (other than Ordinary Shares)securities, or rights, options rights or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case so distributed divided by the number of Ordinary Shares thereafter purchasable outstanding shares of New Common Stock on the record date; provided, that, in the event that the value of F exceeds the value of M, or in the event that the value of M exceeds the value of F by less than 10%, in lieu of the foregoing adjustment, adequate provision shall be made so that the holders of the Warrants shall receive, upon exercise of the Warrants and payment of the exercise price therefor, a PRO RATA share of the aggregate distribution based upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the maximum number of Ordinary Shares theretofore purchasable upon shares of New Common Stock at the exercise of each Warrant evidenced hereby by a fraction, of which time issuable to such holders (determined without regard to whether the numerator shall be the market price per Ordinary Share (as defined in Section 5(fWarrants are exercisable at such time)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If at the end of the Ordinary Shares (other than a change in par valueperiod during which any such warrants or rights are exercisable, from par value to no par value which such period shall not exceed 90 days, not all of such warrants or from no par value to par value) into Ordinary Shares and shares of any other class of stock rights shall have been exercised, the Exercise Price shall be deemed a distribution by immediately readjusted to what it would have been if "F" in the Company to above formula had not included the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each expired warrants or rights, but were still divided by the same number of outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders shares of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanyNew Common Stock.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness assets (other than evidences of indebtednessincluding cash), shares of debt securities, preferred stock or any rights or warrants to purchase assets (including cash), debt securities, preferred stock or other securities which are convertible into or exchangeable forof the Company, the Exercise Price shall be adjusted in accordance with or without payment the formula: M-F E' = Ex M where: E' = the adjusted Exercise Price. E = the current Exercise Price. M = the Fair Value per share of additional consideration in cash or property, Ordinary Shares, either upon Common Stock on the occurrence record date. F = the fair market value on the record date of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets preferred stock, assets, securities, rights or securities warrants to be distributed in respect of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number one share of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (Common Stock as determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share. Such The adjustment shall be made successively whenever any such distribution is maderights, options or warrants are issued and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distributionthe rights, options or warrants. A reclassification If at the end of the Ordinary Shares (other than a change in par valueperiod during which such rights, from par value to no par value options or from no par value to par value) into Ordinary Shares and shares of any other class of stock warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be deemed a distribution by immediately readjusted to what it would have been if "N" in the Company to above formula had been the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)shares actually issued. No The adjustment shall be made pursuant to this Section 5(b) unless, on successively whenever any such distribution is made and shall become effective immediately after the record date for such distribution, the market price per Ordinary Share exceeds the fair market value determination of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been stockholders entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, This Section 8(c) shall not apply to cash dividends or other cash distributions paid out of consolidated current or retained earnings as shown on the books of the Company elects to deposit the Assets due the Warrant Holder prepared in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trustaccordance with generally accepted accounting principles. In the event any Warrants evidenced hereby have addition, this Section 8(c) shall not been exercised prior apply to the termination of the Expiration Daterights, any assets remaining options or warrants referred to in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySection 8(b) hereof.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (ii) any assets of the Company or any of its subsidiaries (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to paid exclusively in Section 5(a) or in Section 5(c)cash), (iii) any shares of capital stock (of the Company other than Ordinary Shares)Common Stock, or and (iv) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or securities acquire any Common Stock of the Company (other than Convertible Securities or Ordinary Sharesthe items referred to in the foregoing clauses (i)-(iv) (being hereinafter collectively referred to as the "AssetsDistributed Property"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Price shall be determined by multiplying adjusted in accordance with the number formula: E' = E x M - F ----- M where: E' = the adjusted Exercise Price. E = the then current Exercise Price. M = the Current Market Value per share of Ordinary Shares theretofore purchasable upon Common Stock on the exercise record date mentioned below. F = the fair market value on the record date mentioned below of each Warrant evidenced hereby by a fractionthe Distributed Property, distributable to the holder of which the numerator shall be the market price per Ordinary Share one share of Common Stock (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as reasonably determined in good faith by the Board of Directors of the Company) of the portion of the Assets applicable to one Ordinary Share). Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive the distribution. If an adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness, assets or capital stock actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. This subsection does not apply to any dividend or distribution referred to in subsections (a) or (b) of this Section 11. Notwithstanding the foregoing, in the event that the fair market value of the Distributed Property so distributed exceeds such Current Market Value per share of Common Stock, or such Current Market Value exceeds such fair market value by less than $0.10 per share, the Exercise Price shall not be adjusted pursuant to this subsection (c) and, in lieu of such an adjustment, adequate provision will be made so that each Holder will be entitled to receive upon exercise of the Warrants the amount of Distributed Property such Holder would have received had such Warrants been exercised immediately prior to the Record Date for such distribution. A reclassification In addition, notwithstanding the foregoing provisions of this subsection (c), no adjustment shall be made hereunder for any distribution of Distributed Property if the Ordinary Shares Company makes proper provision so that each Holder who exercises a Warrant (other than a change or any portion thereof) after the date fixed for determination of shareholders entitled to receive such distribution shall be entitled to receive upon such conversion, in par value, from par value addition to no par value or from no par value to par value) into Ordinary Shares and the shares of Common Stock issuable upon such conversion, the amount and kind of Distributed Property that such Holder would have been entitled to receive if such Holder had, immediately prior to such determination date, exercised such Warrant; provided that, with respect to any other class Distributed Property that is convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Property receivable upon exercise of stock shall such Warrant would be deemed convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a distribution period of at least 60 days following exercise of such Warrant. Rights or warrants distributed by the Company to the holders all Holders of its Ordinary Shares Common Stock (whether before or after the date hereof) entitling the Holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (the "Trigger Event") (i) are deemed to be transferred with such shares of such other class Common Stock, (ii) are not exercisable and (iii) are also issued in respect of stock within the meaning future issuances of this Section 5(b) andCommon Stock, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision to be distributed for purposes of this subsection (c) (and the appropriate adjustment to the Exercise Price shall be required) only upon the occurrence of the earliest Trigger Event. In addition, in the event of any distribution of rights or combina- tionwarrants, or any Trigger Event with respect thereto, that shall have resulted in an adjustment to the Exercise Price under this subsection (c), (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any Holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, on the record date for such as though it were a cash distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all Holders of Common Stock as of the Assets applicable to each outstanding Ordinary Share on date of such dateredemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise by any Holder thereof, the Exercise Price shall be readjusted as if such distribution had not occurred. If after an adjustment a holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall either (i) distribute Assets to determine the Warrant Holder on allocation of the record date for adjusted Exercise Price between the classes of capital stock. After such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holderallocation, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; exercise privilege and the Warrant Holder Exercise Price of each class of capital stock shall thereafter be entitled upon exercise of the Warrants evidenced hereby subject to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed adjustment on terms comparable to those applicable to Common Stock in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section.

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock), of evidences of indebtedness of the Company or Ordinary Sharesof assets (other than cash) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 10.07 hereof) (collectively any of the foregoing hereinafter in this Section 10.08(a) called the "AssetsDistributed Securities"), then in each case then, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the number Conversion Rate in effect immediately prior to the date of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby such distribution by a fraction, fraction of which the numerator shall be the market price Current Market Price per Ordinary Share (as defined in Section 5(f)) share of the Common Stock on the record date of such distribution, mentioned below and the denominator of which shall be the Current Market Price per share of the Common Stock on such market price per Ordinary Share record date less the fair market value as of on such record date (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive, and described in a certificate filed with the Trustee) of the portion of the Assets Distributed Securities so distributed applicable to one Ordinary Shareshare of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification Notwithstanding the foregoing, in the event that the then fair market value (as so determined) of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, portion of the outstanding Ordinary Shares within Distributed Securities so distributed applicable to one share of Common Stock is equal to or greater than the meaning Current Market Price of Section 5(a). No adjustment the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made pursuant so that each Holder shall have the right to this Section 5(b) unless, on receive upon conversion the amount of Distributed Securities such Holder would have received had such Holder converted each Security immediately prior to such record date for date. In the event that such distributiondistribution is not so paid or made, the market price per Ordinary Share exceeds Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the Assets applicable to each outstanding Ordinary Shareactual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. In Notwithstanding the eventforegoing provisions of this Section 10.08(a), and each time, that no adjustment shall be made thereunder for any distribution of Distributed Securities if the Company distributes Assets to all holders makes proper provision so that each Holder of its Ordinary Shares and the market price per Ordinary Share on a Security who converts such Security (or any portion thereof) after the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been be entitled to receive on upon such date if it had exercised the Warrants evidenced hereby immediately prior conversion, in addition to the record date for shares of Common Stock issuable upon such distribution. If, howeverconversion, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders amount and kind of Ordinary Shares, place in trust the Assets Distributed Securities that the Warrant such Holder would have been entitled to receive on if such date if all of the Warrants evidenced hereby had been exercised Holder had, immediately prior to the such record date date, converted such Security for such distributionCommon Stock; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby provided that, with respect to receive the Ordinary Shares issuable upon exercise thereofany Distributed Securities that are convertible, exchangeable or exercisable, the Assets placed in trust in respect foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such WarrantsSecurity would be convertible, and the interest and dividends paid on exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySecurity.

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock), of evidences of indebtedness of the Company or Ordinary Sharesof assets (other than Cash) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 1408 hereof) (collectively any of the foregoing hereinafter in this Section 1409(a) called the "AssetsDistributed Securities"), then in each case then, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the number Conversion Rate in effect immediately prior to the date of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby such distribution by a fraction, fraction of which the numerator shall be the market price Market Price per Ordinary Share (as defined in Section 5(f)) share of the Common Stock on the record date of such distributionmentioned below, and the denominator of which shall be the Market Price per share of the Common Stock on such market price per Ordinary Share record date less the fair market value as of on such record date (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive, and described in a certificate filed with the Trustee) of the portion of the Assets Distributed Securities so distributed applicable to one Ordinary Shareshare of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification Notwithstanding the foregoing, in the event that the then fair market value (as so determined) of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, portion of the outstanding Ordinary Shares within Distributed Securities so distributed applicable to one share of Common Stock is equal to or greater than the meaning Market Price of Section 5(a). No adjustment the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made pursuant so that each Holder shall have the right to this Section 5(b) unless, on receive upon conversion the amount of Distributed Securities such Holder would have received had such Holder converted each Security immediately prior to such record date for date. In the event that such distributiondistribution is not so paid or made, the market price per Ordinary Share exceeds 37 Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 1409(a) by reference to the Assets applicable to each outstanding Ordinary Shareactual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Market Price of the Common Stock. In Notwithstanding the eventforegoing provisions of this Section 1409(a), and each time, that no adjustment shall be made thereunder for any distribution of Distributed Securities if the Company distributes Assets to all holders makes proper provision so that each Holder of its Ordinary Shares and the market price per Ordinary Share on a Security who converts such Security (or any portion thereof) after the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been be entitled to receive on upon such date if it had exercised the Warrants evidenced hereby immediately prior conversion, in addition to the record date for shares of Common Stock issuable upon such distribution. If, howeverconversion, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders amount and kind of Ordinary Shares, place in trust the Assets Distributed Securities that the Warrant such Holder would have been entitled to receive on if such date if all of the Warrants evidenced hereby had been exercised Holder had, immediately prior to the such record date date, converted such Security for such distributionCommon Stock; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby provided that, with respect to receive the Ordinary Shares issuable upon exercise thereofany Distributed Securities that are convertible, exchangeable or exercisable, the Assets placed in trust in respect foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such WarrantsSecurity would be convertible, and the interest and dividends paid on exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the CompanySecurity.

Adjustment for Other Distributions. In case If the Company shall distribute fixes a record date for the distribution to all holders of its Ordinary Shares Common Stock of (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (ii) any assets of the Company or any of its subsidiaries, whether in cash, property or otherwise (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding regularly scheduled cash dividends or cash distributions payable out of consolidated retained earnings and or earned surplus or dividends or distributions referred to payable in capital stock for which adjustment is made under Section 5(a) or in Section 5(c4(a)), shares of capital stock or (other than Ordinary Shares), or iii) any rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets")Company, then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Rate shall be determined by multiplying adjusted in accordance with the number of Ordinary Shares theretofore purchasable upon formula (it being understood that in no event shall the exercise of each Warrant evidenced hereby by a fraction, of which fraction M be less than zero): E' = E x M --- M - F and the numerator Exercise Price shall be decreased (but not increased) in accordance with the market price per Ordinary Share (as defined in Section 5(f)) following formula: EP' = EP x E - E' where: E' = the adjusted Exercise Rate. E = the current Exercise Rate on the record date referred to in this paragraph (c) above. EP'= the Adjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the Current Market Value per share of such distribution, and Common Stock on the denominator of which shall be such market price per Ordinary Share less record date referred to in this paragraph (c) above. F = the fair market value as of such record date (as determined in good faith by the Board Company's board of Directors directors) on the record date referred to in this paragraph (c) above of the Company) indebtedness, assets, rights, options or warrants distributable in respect of the portion one share of the Assets applicable to one Ordinary ShareCommon Stock. Such adjustment The adjustments shall be made successively whenever any such distribution record date is made, fixed and shall become effective on immediately after such record date. If any adjustment is made pursuant to clause (iii) above of this subsection (c) as a result of the date issuance of distribution retroactive rights, options or warrants and at the end of the period during which any such rights, options or war- rants are exercisable, not all such rights, options or warrants shall have been exercised, in full, any adjustment made to the Exchange Rate and the Exercise Price which was made upon the record date for the determination fixed in respect of shareholders entitled to receive such distribution. A reclassification of the Ordinary Shares (other than a change in par valuerights, from par value to no par value options or from no par value to par value) into Ordinary Shares warrants, and shares of any other class of stock subsequent adjustments based thereon, shall be deemed a distribution by recomputed on the Company to basis that "F" in the holders of its Ordinary Shares of such shares of such other class of stock within above formula had been the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(b) unless, fair market value on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding Ordinary Shareon such record date. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal Notwithstanding anything to the fair market value contrary contained in this subsection (c) in lieu of the Assets applicable to each outstanding Ordinary Share on such dateadjustment otherwise required by this subsection (c), the Company shall either (i) may elect to distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders holder of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holderthis Warrant, upon exercise thereof, the Company shallevidences of indebtedness, on the date Assets are distributed to holders of Ordinary Sharesassets, distribute to such Warrant Holder the Assets that it rights, options or warrants which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the such holder had this Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’= N x M where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of any class of its Ordinary Shares Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (other than evidences ii) any assets of indebtedness, shares the Company or any of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares)its subsidiaries, or (iii) any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities acquire any of the Company (foregoing or to acquire any other than Convertible Securities or Ordinary Shares) (collectively "Assets"), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) on the date of such distribution, and the denominator of which shall be such market price per Ordinary Share less the fair value as of such record date (as determined in good faith by the Board of Directors of the Company) , the Warrant Number shall be adjusted in accordance with the following formula: W' = W [M (M - F)] where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to the record date mentioned below. M = the Specified Value per share of Common Stock on the portion record date mentioned below. F = the Specified Value on the record date mentioned below with respect to any other Securities or the fair market value on the record date mentioned below with respect to any indebtedness, assets, rights, options or warrants distributable to the holder of the Assets applicable to one Ordinary Shareshare of Common Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification of the Ordinary Shares (other than a change in par value, from par value to no par value or from no par value to par value) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No If an adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the adjusted Warrant Number shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date for of the indebtedness or assets actually distributed upon exercise of such distributionrights, options or warrants divided by the number of shares of Common Stock outstanding on the record date; provided, however, to the extent that any Warrants have been exercised prior to any such readjustment, the market price per Ordinary Share exceeds number of Warrant Shares that have been delivered or the fair market value number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(c) shall require that an adjustment in the Warrant Number be made effective immediately after the record date for a specified event, the company may elect to defer until the exercise of such rights, options or warrants issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Assets applicable Warrant Number in effect prior to each outstanding Ordinary Share. In the eventsuch adjustment; provided, and each timehowever, that the Company distributes Assets shall deliver to all holders such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the exercise of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than rights, options or equal warrants. This subsection does not apply to the any transaction described in subsection (a) of this Section 8 or to rights, options or warrants referred to in subsection (b) or (d) of this Section 8. Such fair market value shall be determined in good faith by the by the board of directors of the Assets applicable to each outstanding Ordinary Share on such dateCompany, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder whose determination shall be entitled upon exercise of described in a duly adopted resolution certified by the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereofCompany's Secretary or Assistant Secretary, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised which determination shall be returned to final and binding upon the CompanyHolders.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares Company Common Stock (i) any evidences of indebtedness of the Company or any of its indebtedness subsidiaries, (ii) any cash or other than evidences assets of indebtednessthe Company or any of its subsidiaries, (iii) shares of its capital stock or any other properties or securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in iv) any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing to acquire any of the right foregoing or to subscribe for or purchase debt securities, assets or acquire any other securities of the Company (other than Convertible Securities or Ordinary Sharesthe items described in the foregoing clauses (i)-(iv) (being collectively "Assets"referred to as the “Consideration”), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Exercise Price shall be determined by multiplying adjusted in accordance with the number formula: where: E’ = the adjusted Exercise Price. E = the then current Exercise Price. M = the Current Market Value per share of Ordinary Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) Company Common Stock on the record date of such distribution, and the denominator of which shall be such market price per Ordinary Share less mentioned below. F = the fair market value as of such on the record date (as determined in good faith by the Board of Directors mentioned below of the Company) Consideration distributable to the holder of the portion one share of the Assets applicable to one Ordinary ShareCompany Common Stock. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such the distribution. A reclassification If an adjustment is made pursuant to this subsection (c) as a result of the Ordinary Shares (other than a change issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted as if “F” in par valuethe above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, from par value to no par value options or from no par value to par value) into Ordinary Shares and warrants divided by the number of shares of any other class of stock Company Common Stock outstanding on the record date. No adjustment shall be deemed a required under this subsection (c) if at the time of such distribution by the Company makes the same distribution to the Holders of Warrants as it makes to holders of its Ordinary Shares of such shares of such other class of stock within Company Common Stock pro rata based on the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part shares of Company Common Stock for which such reclassification, such change shall be deemed a subdivision Warrants are exercisable (weather or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(anot currently exercisable). No adjustment shall be made pursuant to this Section 5(bsubsection (c) unless, on the record date for such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to such Warrant Holder the Assets that it would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder which shall be entitled have the effect of decreasing the number of Warrant Shares purchasable upon exercise of the Warrants evidenced hereby each Warrant. This subsection does not apply to receive the Ordinary Shares issuable upon exercise thereofany distribution referred to in subsection (a) of this Section 9 or to rights, the Assets placed options or warrants referred to in trust in respect subsection (b) of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Companythis Section 9.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N' = N x M ----- M - F where: N'= the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if "M-F" or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.