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. (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. (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. 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 Subject to paragraphs (f) and (h) below, in case the Company shall distribute to all holders of its Ordinary Shares shares of Common Stock (x) 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 the consolidated retained earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in Section 5(aparagraphs (a) or in Section 5(c)(b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securitiessuch evidences of indebtedness, assets or and securities of the Company as set forth in clauses (other than Convertible Securities or Ordinary Sharesx) and (collectively y) above, collectively, "Assets"), then in each case the number of Ordinary Warrant Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Warrant Shares theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, the numerator of which the numerator shall be the market price Current Market Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the date of such distribution, distribution and the denominator of which shall be such market price Current Market Price per Ordinary Share share of Common Stock less the fair value as of such record date (as determined reasonably and in good faith by the Board of Directors of the Company) Company of the portion of the Assets 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 the record date for the determination of shareholders stockholders 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 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. (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. (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 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 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, 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. (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, after the date hereof, 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 Common Stock of the Company, including securities or sh, but excluding (i) distributions that would be permitted by the debt agreements (including dentures) and (ii) distributions of Capital Stock referred to in paragraph (a) and distributions rights, warrants or options referred to in paragraph (b), 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, minus in case any other than evidences of indebtedness, shares of stock or other securities distribution has ----- occurred to which are convertible into or exchangeable forparagraph (a) (iv) applies, with respect to which (i) the record date shall occur on or without payment before the record date for the distribution to which this paragraph (c) applies and (ii) the Exdividend Time shall occur on or after the date of additional consideration the Time of Determination for the distribution which this paragraph (c) applies, the fair market value (on the record date for the distribution to which this paragraph (c) applies) of any Capital Stock of the Company distributed in cash respect of each share of Common Stock in such paragraph (a) (iv) distribution; d 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 propertyoptions to be distributed in respect of each share of Common Stock in the distribution to which this paragraph (c) is being applied (including, Ordinary Shares, either upon in the occurrence case 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 . 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 termination of shareholders stockholders entitled to receive such distributionthe distributions to which this paragraph (c) applies. A reclassification of in 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, 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 to the fair market value of the Assets applicable to each outstanding Ordinary Share on such datenot so made, the Company Exercise Rate shall either (i) distribute Assets again be used to be 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 Exercise Rate which would then be in effect if 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 had not 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 trustfixed. In the event that, with respect to any Warrants evidenced hereby have distribution to which this paragraph (c) would otherwise apply, "F" is equal to or greater than "M", then the adjustment provided by is paragraph (c) shall not been exercised prior be made and in lieu thereof the provisions of paragraph (h) shall apply 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 Companydistribution.

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 3.07) (collectively any of the foregoing hereinafter in this Section 3.08(a) called the "AssetsDistributed Securities")) then, then in each case case, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be determined increased 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; provided, however, that in the case of Distributed Securities that are capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company that are listed or quoted on a national or regional exchange or market, the fair market value of such Distributed Securities shall be the average closing sales prices of such Distributed Securities for the ten Trading Days commencing on and including the fifth trading day after the date on which "ex-dividend trading" commences for such distribution on the Nasdaq National Market or such other national or regional exchange or market on which the Distributed Securities are then listed or quoted) 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 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 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 Holdings shall (i) make a dividend or other distribution on the Company shall distribute to all holders of its Ordinary Shares evidences of its indebtedness Common Stock (other than evidences a distribution covered by any 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 paragraphs (in any case, "Convertible Securities")a), 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 Sharesb), or rights, options or warrants containing (c) of this Section 11 and other than the right to subscribe for or purchase debt securities, assets or securities Final Tax Distributions and the Estimated Tax Distributions made in accordance with Section 6.1 of the Company Holdings Operating Agreement, to the extent permitted by the Credit Agreement (other than Convertible Securities or Ordinary Sharesas defined in the Purchase Agreement) (collectively "Assets"and by the Purchase Agreement), (ii) purchase or otherwise acquire for value any units of Common Stock, then in each case the number of Ordinary Warrant Shares thereafter purchasable upon the exercise of for which each Warrant evidenced hereby may be exercised shall be determined by multiplying the number of Ordinary Warrant Shares theretofore purchasable issuable upon the exercise of each such Warrant evidenced hereby immediately prior to the close of business on the date fixed for the determination of unitholders entitled to receive such distribution or the date of such purchase by a fraction, fraction (not less than one) of which the numerator shall be the market price per Ordinary Share Current Market Price (determined as defined provided in paragraph (f) of this Section 5(f)11) on the date fixed for the determination of unitholders entitled to receive such distribution on the date of such distribution, purchase and the denominator of which shall be such market price per Ordinary Share less Current Market Price minus the result obtained by dividing the aggregate amount of cash and 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 any property distributed or paid to one Ordinary Share. Such adjustment shall be made whenever any effect 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- tionrepurchase, as the case may be, by the number of units of Common Stock outstanding immediately prior to the date fixed for the determination of unitholders entitled to receive such distribution on the date of such purchase; provided that, any particular adjustment of the outstanding Ordinary number of Warrant Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(bparagraph (e) unless, on the record date for shall be of no force and effect if Holdings pays in respect of a distribution or a purchase which gave rise to such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable adjustment to each outstanding Ordinary Share. In the eventWarrant holder, 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 upon exercise of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects Warrant holder's Warrant(s), an amount of consideration to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to which such Warrant Holder the Assets that it holder would have been entitled to receive on in connection with such date if it distribution or purchase had such Warrant holder exercised the Warrants evidenced hereby its Warrant(s) 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, close of business on the date Assets are distributed to holders fixed for the determination of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been unitholders entitled to receive on such distribution or the 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 Companypurchase.

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock, as such, 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, options rights or warrants containing the right to subscribe for or purchase debt securities, assets or debt securities of the Company which assets, debt securities, rights or warrants have an aggregate fair market value on the date such distribution is declared in excess of the "PERMITTED DIVIDEND AMOUNT" (other than Convertible Securities or Ordinary Shares) (collectively "Assets"as defined below), the conversion price shall be adjusted in accordance with the formula: AP = CP x (O X M)-F -------- (O x M) where: AP = the adjusted conversion price. CP = the then in each case current conversion price. O = the number of Ordinary Shares thereafter purchasable upon shares of Common Stock outstanding on the exercise of each Warrant evidenced hereby shall be determined by multiplying record date mentioned below. M = 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 current market price per Ordinary Share (share of Common Stock, as defined in Section 5(f)) SECTION 10.10, on the record date mentioned below. F = the amount by which the fair market value on the date the distribution is declared of such distributionthe assets, and securities, rights or warrants distributed exceeds 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 permitted dividend amount. The Board of Directors of the Company) Company shall make all determinations of the portion of the Assets applicable to one Ordinary Sharefair market value in connection with all distributions and dividends. 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 the distribution. A reclassification The "PERMITTED DIVIDEND AMOUNT" on any date shall be an amount equal to (i) 10% of the Ordinary Shares current market capitalization of the Company (the product of the current market price of the Common Stock and the number of shares of Common Stock outstanding as of any particular date) minus (ii) the aggregate of the value of all dividends or distributions (other than a change dividends or distributions referred to in par value, from par value SECTIONS 10.06 OR 10.07) made 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 Common Stock during 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 twelve month period ending on such date, the Company shall either (i) distribute Assets PROVIDED that with respect to the Warrant Holder on the record date for such any amount of a distribution when such Assets are distributed to the holders not paid out 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 Holderretained earnings, 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 permitted dividend amount shall be entitled upon exercise zero, unless the dividend is paid out of consolidated net income or in the Warrants evidenced hereby form of Common Stock. This SECTION 10.08 does not apply to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed reclassifications or distributions referred to in trust SECTION 10.06 or distributions referred to 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 CompanySECTION 10.07.

Adjustment for Other Distributions. In Subject to paragraphs (f) and (h) below, in case the Company shall distribute to all holders of its Ordinary Shares shares of Common Stock (i) 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 the consolidated retained earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in Section 5(aparagraphs (a) or in Section 5(c)(b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "SUBSIDIARY"), or (ii) shares of capital stock of a Subsidiary (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securitiessuch evidences of indebtedness, assets or and securities of the Company as set forth in clauses (other than Convertible Securities or Ordinary Sharesi) and (collectively ii) above, collectively, "AssetsASSETS"), then in each case the number of Ordinary Warrant Shares that may be purchased thereafter purchasable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying the number of Ordinary Warrant Shares that could have been purchased theretofore purchasable upon the exercise of each Warrant evidenced hereby by a fraction, the numerator of which the numerator shall be the market price per Ordinary Current Market Price Per Share (as defined in Section 5(f)) of Common Stock on the date of such distribution, distribution and the denominator of which shall be such market price per Ordinary Current Market Price Per Share of Common Stock less the fair value value, as of such the record date (for the determination of stockholders entitled to receive such distribution, of the portion of the Assets applicable to one share of Common Stock as determined reasonably and 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, 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 Companydate.

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 (including cash or securities) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 3.07) (collectively any of the foregoing hereinafter in this Section 3.08(a) called the "AssetsDistributed Securities")) then, then in each case case, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be determined increased 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; provided, however, that in the case of Distributed Securities that are capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company that are listed or quoted on a national or regional exchange or market, the fair market value of such Distributed Securities shall be the average closing sales prices of such Distributed Securities for the ten Trading Days commencing on and including the fifth Trading Day after the date on which "ex-dividend trading" commences for such distribution on the Nasdaq National Market or such other national or regional exchange or market on which the Distributed Securities are then listed or quoted) 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 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. (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. 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. (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 record date for amount of Distributed Securities 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 received had such date if it had exercised the Warrants evidenced hereby Holder converted each Security immediately prior to the such 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 trustdate. In the event any Warrants evidenced hereby have that such distribution is not been exercised prior to so paid or made, the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised Conversion Rate shall again be returned to the Company.adjusted

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 the Company shall distribute to all holders of its Ordinary Shares evidences of its indebtedness (i) make a dividend or other distribution on the Common Stock (other than evidences a distribution covered by any 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 paragraphs (in any case, "Convertible Securities")a), 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 Sharesb), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities (c) of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"this Section 7), (ii) purchase --- --- --- --------- or otherwise acquire for value any shares of Common Stock, then in each case the number of Ordinary Warrant Shares thereafter purchasable upon the exercise of for which each Warrant evidenced hereby may be exercised shall be determined by multiplying the number of Ordinary Warrant Shares theretofore purchasable issuable upon the exercise of each such Warrant evidenced hereby by a fraction, immediately prior to the close of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) business 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 fixed for the determination of shareholders entitled to receive such distribution. A reclassification distribution or the date of such purchase by a fraction (not less than one) of which the Ordinary Shares numerator shall be the Current Market Price (other than a change determined as provided in par value, from par paragraph (f) of this --- Section 7) on the date fixed for the determination of shareholders entitled to --------- receive such distribution on the date of such purchase and the denominator of which shall be such Current Market Price minus the result obtained by dividing the aggregate amount of cash and the fair market 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 property distributed or paid to effect such 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- tionrepurchase, as the case may be, by the number of shares of Common Stock outstanding immediately prior to the date fixed for the determination of shareholders entitled to receive such distribution on the date of such purchase; provided that, any particular adjustment of the outstanding Ordinary number of -------- Warrant Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(bparagraph (e) unless, on shall be of no force and effect if the record date for Company pays in respect of a distribution or a purchase which gave rise to such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable adjustment to each outstanding Ordinary Share. In the eventWarrant holder, 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 upon exercise of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects Warrant holder's Warrant(s), an amount of consideration to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to which such Warrant Holder the Assets that it holder would have been entitled to receive on in connection with such date if it distribution or purchase had such Warrant holder exercised the Warrants evidenced hereby its Warrant(s) 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, close of business on the date Assets are distributed to holders fixed for the determination of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been shareholders entitled to receive on such distribution or the 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 Companypurchase.

Adjustment for Other Distributions. In case If, at any time (and from time to time) after the Closing Date that any Notes are outstanding, 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 to acquire Capital Stock of the right Company or other securities that, together with all other distributions made within the preceding 365 days in respect of which no adjustment has been made, in the aggregate exceeds an amount equal to 7.5% of the Equity Value of the Company measured as of the date of declaration of such distribution, but excluding (i) dividends or distributions exclusively in cash referred to in Section 6.2(a), dividends or distributions (including subdivisions) referred to in Section 6.2(b) and distributions of rights, warrants or options referred to in Section 6.2(c), (ii) rights issued to all holders of Common Stock pursuant to a Stockholder 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 conversion of the Notes, (iii) any Spin-off to which the provisions set forth below in Section 6.2(e) shall apply and (iv) Excluded Securities) (“Distributed Property”), the Conversion Rate shall be adjusted in accordance with the formula: where: CR’ = the Conversion Rate in effect immediately after the Close of Business on the Record Date for such distribution; CR = the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such distribution; MP = 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 FMV = the fair market value, as determined by the Board of Directors, of the portion of the Distributed Property to be distributed in respect of each share of Common Stock immediately as of the Close of Business on the Record Date for such distribution. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such distribution. Notwithstanding the foregoing, if “FMV” as set forth above is equal to or greater than “MP” as set forth above, in lieu of the foregoing adjustment, upon conversion of the Notes, the Holder shall receive, upon the same terms as holders of Common Stock, the amount and kind of Distributed Property the Holder would have received had the Holder owned a number of shares of Common Stock issued upon such conversion immediately prior to the Record Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If the Board of Directors or a committee thereof determines “FMV” for purposes of this Section 6.2(d) by reference to the actual or when issued trading market for any Common Stock, it must in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Record Date for such distribution. For purposes of this Section 6.2(d), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase debt securities, assets or securities shares of the Common Stock at less than the 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 value of such consideration, if other than Convertible Securities or Ordinary Shares) (collectively "Assets")cash, then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby shall to 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 CompanyDirectors.

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 "Assets"any of the foregoing hereinafter in this Section 11.08(a) called the “Distributed Securities”), then then, in each case case, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Price shall be adjusted so that the same shall equal the Conversion Price determined by multiplying the number Conversion Price 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, and the denominator of which shall be such market price per Ordinary Share mentioned below 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, and the denominator shall be the Current Market Price per share of the Common Stock on such record date. 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 relevant 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 Price shall again be adjusted to the 45 Conversion Price which would then be in effect if such distribution had not been declared. If the Board of Director 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 for date, converted such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby Security into Common Stock, 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 after the date hereof, 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 Common Stock of the Company, including securities or cash, but excluding (i) distributions that would be permitted by the debt agreements (including indentures) and (ii) distributions of Capital Stock referred to in paragraph (a) and distributions of rights, warrants or options referred to in paragraph (b), 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, minus, in case any other than evidences of indebtedness, shares of stock or other securities distribution has ----- occurred to which are convertible into or exchangeable forparagraph (a)(iv) applies, with respect to which (i) the record date shall occur on or without payment before the record date for the distribution to which paragraph (c) applies and (ii) the Ex-Dividend Time shall occur on or after the date of additional consideration the Time of Determination for the distribution to which this paragraph (c) applies, the fair market value (on the record date for the distribution to which this paragraph (c) applies) of any Capital Stock of the Company distributed in cash 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 propertyoptions to be distributed in respect of each share of Common Stock in the distribution to which this paragraph (c) is being applied (including, Ordinary Shares, either upon in the occurrence case 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 . 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 distributionthe distributions to which this paragraph (c) applies. A reclassification of in 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, 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 to the fair market value of the Assets applicable to each outstanding Ordinary Share on such datenot so made, the Company Exercise Rate shall either (i) distribute Assets again be adjusted to be 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 Exercise Rate which would then be in effect if 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 had not 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 trustso fixed. In the event that, with respect to any Warrants evidenced hereby have distribution to which this paragraph (c) would otherwise apply, "F" is equal to or greater than "M", then the adjustment provided by this paragraph (c) shall not been exercised prior be made and in lieu thereof the provisions of paragraph (h) shall apply 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 Companydistribution.

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 any cash dividends periodically paid to holders of indebtednessCommon 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 4% of the per share market price of the 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 Current Warrant Price shall be adjusted in accordance with or without payment the formula: W(1) = W * (M - F) / M where: W(1) = the adjusted Current Warrant Price. W = the then current Current Warrant Price. M = the current market price per share of additional consideration 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 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 the payment of the current Warrant Price, 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 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 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 Current Warrant 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 expired warrants or rights, but were still divided by the same number of outstanding shares of Common Stock. This Section 6.3 does not apply to each outstanding Ordinary Share. In the eventdistributions of rights, and each time, that the Company distributes Assets options or warrants referred 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 CompanySection 6.2.

Adjustment for Other Distributions. In case the Company shall distribute to all holders of its Ordinary Shares evidences of its indebtedness (i) make a dividend or other distribution on the Common Stock (other than evidences a distribution covered by any 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 paragraphs (in any case, "Convertible Securities")a), 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 Sharesb), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities (c) of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"this Section 11), or (ii) purchase or otherwise acquire for value any shares of Common Stock, then in each case the number of Ordinary Warrant Shares thereafter purchasable upon the exercise of for which each Warrant evidenced hereby may be exercised shall be determined (and the Exercise Rate shall be appropriately adjusted) by multiplying the number of Ordinary Warrant Shares theretofore purchasable issuable upon the exercise of each such Warrant evidenced hereby by a fraction, immediately prior to the close of which the numerator shall be the market price per Ordinary Share (as defined in Section 5(f)) business 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 fixed for the determination of shareholders entitled to receive such distribution. A reclassification distribution or the date of such purchase by a fraction (not less than one) of which 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 numerator 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 Current Market Price (determined as provided in paragraph (f) of this Section 5(b11) and, if on the outstanding Ordinary Shares date fixed for the determination of shareholders entitled to receive such distribution on the date of such purchase and the denominator of which shall be changed into larger such Current Market Price minus the result obtained by dividing the aggregate amount of cash and the fair market value (as determined in good faith by the Board) of any property distributed or smaller number of Ordinary Shares as a part of paid to effect such reclassification, such change shall be deemed a subdivision distribution or combina- tionrepurchase, as the case may be, by the number of shares of Common Stock outstanding immediately prior to the date fixed for the determination of shareholders entitled to receive such distribution on the date of such purchase; provided that, any particular adjustment of the outstanding Ordinary number of Warrant Shares within the meaning of Section 5(a). No adjustment shall be made pursuant to this Section 5(bparagraph (e) unless, on shall be of no force and effect if the record date for Company pays in respect of a distribution or a purchase which gave rise to such distribution, the market price per Ordinary Share exceeds the fair market value of the Assets applicable adjustment to each outstanding Ordinary Share. In the eventWarrant holder, 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 upon exercise of such record date or (ii) deposit such Assets in trust with a trustee. If the Company elects Warrant holder’s Warrant(s), an amount of consideration to distribute Assets to the Warrant Holder, the Company shall, on the date Assets are distributed to holders of Ordinary Shares, distribute to which such Warrant Holder the Assets that it holder would have been entitled to receive on in connection with such date if it distribution or purchase had such Warrant holder exercised the Warrants evidenced hereby its Warrant(s) 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, close of business on the date Assets are distributed to holders fixed for the determination of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been shareholders entitled to receive on such distribution or the 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 Companypurchase.