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 (a) 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 is to 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 Companyfair market value in good faith. (b) of the portion of the Assets applicable The adjustment is to one Ordinary Share. Such adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares . (other than a change in par value, from par value to no par value or from no par value to par valuec) into Ordinary Shares and shares of If any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be is made pursuant to this Section 5(b) unless11.3 as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of common stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this 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 Section 11.3, distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

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

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

Adjustment for Other Distributions. (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 shall be entitled to receive upon such conversion, in addition to the fair market value shares of the Assets applicable to each outstanding Ordinary Share on Common Stock issuable upon such dateconversion, the Company shall either (i) distribute Assets to the Warrant amount and kind of Distributed Securities that such 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 if such Holder had, immediately prior to such record date, converted such Security for Common Stock; provided that, with respect to any Distributed Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such Security would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Security. (b) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding (x) any quarterly cash dividend on the Common Stock to the extent the aggregate cash dividend per share of Common Stock in any fiscal quarter does not exceed the greater of (A) the amount per share of Common Stock of the next preceding quarterly cash dividend on the Common Stock to the extent such preceding quarterly dividend did not require any adjustment of the Conversion Rate pursuant to this Section 11.08(b) (as adjusted to reflect subdivisions or combinations of the Common Stock), and (B) 3.75% of the average of the last reported sales prices of the Common Stock (determined as provided in the definition of Current Market Price) during the ten Trading Days next preceding the date of declaration of such dividend and (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, unless the Company elects to reserve such cash for distribution to the holders of the Securities upon the conversion of the Securities so that any such holder converting Securities will receive upon such conversion in addition to the shares of Common Stock to which such holder is entitled, the amount of cash which such holder would have received if it had exercised the Warrants evidenced hereby such holder had, immediately prior to the record date for such distribution. Ifdistribution of cash, howeverconverted its Securities for Common Stock, 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 Conversion Rate shall be increased so that the Warrant Holder would have been entitled to receive on such date if all of same shall equal the Warrants evidenced hereby had been exercised Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the record date for by a fraction of which the numerator shall be such distribution; Current Market Price of the Common Stock and the Warrant Holder denominator shall be entitled upon exercise the Current Market Price of the Warrants evidenced hereby Common Stock on the record date less the amount of cash so distributed (and not excluded as provided above) applicable to one share of Common Stock, such increase to be effective immediately prior to the opening of business on the day following the record date; provided, however, that in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the Ordinary Shares issuable upon exercise thereofamount of cash such Holder would have received had such Holder converted each Security on the record date. If such dividend or distribution is not so paid or made, the Assets placed Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in trust effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in respect this Section 11.08(b) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon the amount by which such distribution exceeds the amount of the quarterly cash dividend permitted to be excluded pursuant hereto. If an adjustment is required to be made as set forth in this Section 11.08(b) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the full amount of the distribution. (c) In case a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of such WarrantsBoard of Directors at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and the interest and dividends paid denominator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such Assets since being placed in trustincrease to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any Warrants evidenced hereby have such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be effect if such tender or exchange offer had not been exercised made. (d) In case of a tender or exchange offer by a Person other than the Company or any Subsidiary for an amount which increases the offeror's ownership of Common Stock to more than 25% of the Common Stock outstanding and shall involve the payment by such Person of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors at the last time (the "Tender Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) at the Tender Expiration Time that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, and in which, as of the Tender Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the termination Tender Expiration Time by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Tender Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised Time and the denominator shall be returned the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to an maximum specified in the terms of the tender or exchanged offer) of all shares validly tendered or exchanged and not withdrawn as of the Tender Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Tender Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Tender Purchased Shares) on the Tender Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, such reduction to become effective immediately prior to the Companyopening of business on the day following the Tender Expiration Time. In the event that such Person is obligated to purchase shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 11.08(d) shall not be made if, as of the Tender Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any transaction described in Article 5.

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

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock), 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 shall be entitled to receive upon such conversion, in addition to the fair market value shares of the Assets applicable to each outstanding Ordinary Share on Common Stock issuable upon such dateconversion, the Company shall either (i) distribute Assets to the Warrant amount and kind of Distributed Securities that such 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 if such Holder had, immediately prior to such record date, converted such Security for Common Stock; provided that, with respect to any Distributed -------- Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such Security would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Security. (b) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock Cash (excluding (x) any quarterly Cash dividend on the Common Stock to the extent the aggregate Cash dividend per share of Common Stock in any fiscal quarter does not exceed the greater of (A) the amount per share of Common Stock of the next preceding quarterly Cash dividend on the Common Stock to the extent such preceding quarterly dividend did not require any adjustment of the Conversion Rate pursuant to this Section 11.08(b) (as adjusted to reflect subdivisions or combinations of the Common Stock), and (B) 3.75% of the average of the last reported sales price of the Common Stock (determined as provided in the definition of Current Market Price) during the ten Trading Days immediately prior to the date of declaration of such dividend and (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, unless the Company elects to reserve such Cash for distribution to the holders of the Securities upon the conversion of the Securities so that any such holder converting Securities will receive upon such conversion in addition to the shares of Common Stock to which such holder is entitled, the amount of Cash which such holder would have received if it had exercised the Warrants evidenced hereby such holder had, immediately prior to the record date for such distribution. Ifdistribution of Cash, howeverconverted its Securities for Common Stock, 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 Conversion Rate shall be increased so that the Warrant Holder would have been entitled to receive on such date if all of same shall equal the Warrants evidenced hereby had been exercised Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the record date for by a fraction of which the numerator shall be such distribution; Current Market Price of the Common Stock and the Warrant denominator shall be the Current Market Price of the Common Stock on the record date less the amount of Cash so distributed (and not excluded as provided above) applicable to one share of Common Stock, such increase to be effective immediately prior to the opening of business on the day following the record date; provided, however, that in the event that the -------- ------- portion of the Cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Cash such Holder would have received had such Holder converted each Security on the record date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be entitled adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 11.08(b) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon exercise the amount by which such distribution exceeds the amount of the Warrants evidenced hereby quarterly Cash dividend permitted to receive be excluded pursuant hereto. If an adjustment is required to be made as set forth in this Section 11.08(b) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the Ordinary Shares issuable upon exercise thereoffull amount of the distribution. (c) In case a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of such Board of Directors at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Assets placed Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in trust effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to any maximum specified in respect the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such Warrantsmaximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and the interest and dividends paid denominator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such Assets since being placed in trustincrease to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any Warrants evidenced hereby have such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be effect if such tender or exchange offer had not been exercised made. (d) In case of a tender or exchange offer by a Person other than the Company or any Subsidiary for an amount which increases the offeror's ownership of Common Stock to more than 25% of the Common Stock outstanding and shall involve the payment by such Person of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors at the last time (the "Tender Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) at the Tender Expiration Time that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, and in which, as of the Tender Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the termination Tender Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to an maximum specified in the terms of the tender or exchanged offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Tender Expiration DateTime (the shares deemed so accepted, up to any assets remaining in such trust after distributions have been made in respect maximum, being referred to as the "Tender Purchased Shares") and (y) the product of Warrants exercised the number of shares of Common Stock outstanding (less any Tender Purchased Shares) on the Tender Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time and the denominator shall be returned the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Tender Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, such increase to become effective immediately prior to the Companyopening of business on the day following the Tender Expiration Time. In the event that such Person is obligated to purchase shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 11.08(d) shall not be made if, as of the Tender Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any transaction described in Article 5.

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

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

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

Adjustment for Other Distributions. In case (a) If the Company shall shall, at any time or from time to time while the Notes are outstanding, distribute to all or substantially all holders of its Ordinary Shares evidences Common Stock any of its indebtedness (other than evidences Capital Stock, assets, or debt securities or any rights, warrants or options to purchase securities 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 Company (excluding (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above and (z) any all-cash dividends or distributions payable out of consolidated retained earnings and dividends or other cash distributions referred to in Section 5(a10.09 below) (such Capital Stock, assets, debt securities or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right rights to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "being distributed hereinafter in this Section 10.08 called the “Distributed Assets"”), then in each case and subject to Section 10.08(b) below, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the number Conversion Rate in effect immediately prior to the opening of Ordinary Shares theretofore purchasable upon business on the exercise of each Warrant evidenced hereby Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of which the numerator portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08. If the Board of Directors determines the fair market price per Ordinary Share (as defined in value of any distribution for purposes of this Section 5(f)) on 10.08 by reference to the date actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) 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 CompanyAverage Sale Price.

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

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

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

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

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

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

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

Adjustment for Other Distributions. (a) In case the Company shall distribute to all holders of its Ordinary Shares evidences Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its indebtedness (other than evidences of indebtednessthe Company, whether voluntary or involuntary) any shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(a) or in Section 5(c)), shares class of capital stock (other than Ordinary Shares), or rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities Common Stock), 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 shall be entitled to receive upon such conversion, in addition to the fair market value shares of the Assets applicable to each outstanding Ordinary Share on Common Stock issuable upon such dateconversion, the Company shall either (i) distribute Assets to the Warrant amount and kind of Distributed Securities that such 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 if such Holder had, immediately prior to such record date, converted such Security for Common Stock; provided that, with respect to any Distributed Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such Security would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Security. (b) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock Cash (excluding (x) any quarterly Cash dividend on the Common Stock to the extent the aggregate Cash dividend per share of Common Stock in any fiscal quarter does not exceed the greater of (A) the amount per share of Common Stock of the next preceding quarterly Cash dividend on the Common Stock to the extent such preceding quarterly dividend did not require any adjustment of the Conversion Rate pursuant to this Section 11.9(b) (as adjusted to reflect subdivisions or combinations of the Common Stock), and (B) 3.75% of the average of the last reported sales price of the Common Stock (determined as provided in the definition of Current Market Price) during the ten Trading Days immediately prior to the date of declaration of such dividend and (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, unless the Company elects to reserve such Cash for distribution to the holders of the Securities upon the conversion of the Securities so that any such holder converting Securities will receive upon such conversion in addition to the shares of Common Stock to which such holder is entitled, the amount of Cash which such holder would have received if it had exercised the Warrants evidenced hereby such holder had, immediately prior to the record date for such distribution. Ifdistribution of Cash, howeverconverted its Securities for Common Stock, 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 Conversion Rate shall be increased so that the Warrant Holder would have been entitled to receive on such date if all of same shall equal the Warrants evidenced hereby had been exercised Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the record date for by a fraction of which the numerator shall be such distribution; Current Market Price of the Common Stock and the Warrant denominator shall be the Current Market Price of the Common Stock on the record date less the amount of Cash so distributed (and not excluded as provided above) applicable to one share of Common Stock, such increase to be effective immediately prior to the opening of business on the day following the record date; provided, however, that in the event that the portion of the Cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Cash such Holder would have received had such Holder converted each Security on the record date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be entitled adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 11.9(b) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon exercise the amount by which such distribution exceeds the amount of the Warrants evidenced hereby quarterly Cash dividend permitted to receive be excluded pursuant hereto. If an adjustment is required to be made as set forth in this Section 11.9(b) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the Ordinary Shares issuable upon exercise thereoffull amount of the distribution. (c) In case a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of such Board of Directors at the last time (the "Expiration Time") tenders or exchanges maybe made pursuant to such tender or exchange offer (as it shall have been amended)) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Assets placed Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in trust effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to any maximum specified in respect the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such Warrantsmaximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and the interest and dividends paid denominator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such Assets since being placed in trustincrease to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any Warrants evidenced hereby have such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be effect if such tender or exchange offer had not been exercised made. (d) In case of a tender or exchange offer by a Person other than the Company or any Subsidiary for an amount which increases the offeror's ownership of Common Stock to more than 25% of the Common Stock outstanding and shall involve the payment by such Person of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors at the last time (the "Tender Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) at the Tender Expiration Time that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, and in which, as of the Tender Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the termination Tender Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to an maximum specified in the terms of the tender or exchanged offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Tender Expiration DateTime (the shares deemed so accepted, up to any assets remaining in such trust after distributions have been made in respect maximum, being referred to as the "Tender Purchased Shares") and (y) the product of Warrants exercised the number of shares of Common Stock outstanding (less any Tender Purchased Shares) on the Tender Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time and the denominator shall be returned the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Tender Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, such increase to become effective immediately prior to the Companyopening of business on the day following the Tender Expiration Time. in the event that such Person is obligated to purchase shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 11.9(d) shall not be made if, as of the Tender Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any transaction described in Article 5.

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

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

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

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

Adjustment for Other Distributions. (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 shall be entitled to receive upon such conversion, in addition to the fair market value shares of the Assets applicable to each outstanding Ordinary Share on Common Stock issuable upon such dateconversion, the Company shall either (i) distribute Assets to the Warrant amount and kind of Distributed Securities that such 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 if such Holder had, immediately prior to such record date, converted such Security for Common Stock; PROVIDED that, with respect to any Distributed Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such Security would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Security. (b) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding (x) any quarterly cash dividend on the Common Stock to the extent the aggregate cash dividend per share of Common Stock in any fiscal quarter does not exceed the greater of (A) the amount per share of Common Stock of the immediately preceding quarterly cash dividend on the Common Stock to the extent such preceding quarterly dividend did not require any adjustment of the Conversion Rate pursuant to this Section 11.08(b) (as adjusted to reflect subdivisions or combinations of the Common Stock), and (B) 4.5% of the average of the last reported sales price of the Common Stock (determined as provided in the definition of Market Price) during the ten Trading Days immediately prior to the date of declaration of such dividend and (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, unless the Company elects to reserve such cash for distribution to the Holders of the Securities upon the conversion of the Securities so that any such Holder converting Securities will receive upon such conversion in addition to the shares of Common Stock to which such Holder is entitled, the amount of cash which such Holder would have received if it had exercised the Warrants evidenced hereby such Holder had, immediately prior to the record date for such distribution. Ifdistribution of cash, howeverconverted its Securities for Common Stock, 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 Conversion Rate shall be increased so that the Warrant Holder would have been entitled to receive on such date if all of same shall equal the Warrants evidenced hereby had been exercised Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the record date for by a fraction of which the numerator shall be such distribution; Market Price of the Common Stock and the Warrant Holder denominator shall be entitled upon exercise the Market Price of the Warrants evidenced hereby Common Stock on the record date less the amount of cash so distributed (and not excluded as provided above) applicable to receive the Ordinary Shares issuable upon exercise thereofone share of Common Stock, 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 increase to be effective immediately prior to the termination opening of business on the day following the record date; PROVIDED, HOWEVER, that in the event that the portion of the Expiration Datecash so distributed applicable to one share of Common Stock is equal to or greater than the Market Price of the Common Stock on the record date, any assets remaining in such trust after distributions have been made in respect lieu of Warrants exercised the foregoing adjustment, adequate provision shall be returned made so that each Holder shall have the right to receive upon conversion the Companyamount of cash such Holder would have received had such Holder converted each Security on the record date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 11.08(b) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon the amount by which such distribution exceeds the amount of the quarterly cash dividend permitted to be excluded pursuant hereto. If an adjustment is required to be made as set forth in this Section 11.08(b) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the full amount of the distribution.

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

Adjustment for Other Distributions. (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 shall be entitled to receive upon such conversion, in addition to the fair market value shares of the Assets applicable to each outstanding Ordinary Share on Common Stock issuable upon such dateconversion, the Company shall either (i) distribute Assets to the Warrant amount and kind of Distributed Securities that such 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 if such Holder had, immediately prior to such record date, converted such Security for Common Stock; provided that, with respect to any Distributed Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such Security would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Security. (b) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock Cash (excluding any quarterly Cash dividend on the Common Stock to the extent the aggregate Cash dividend per share of Common Stock in any fiscal quarter does not exceed the greater of (A) the amount per share of Common Stock of the next preceding quarterly Cash dividend on the Common Stock to the extent such preceding quarterly dividend did not require any adjustment of the Conversion Rate pursuant to this Section 1409(b) (as adjusted to reflect subdivisions or combinations of the Common Stock), and (B) 3.75% of the average of the last reported sales price of the Common Stock (determined as provided in the definition of Market Price) during the ten Trading Days immediately prior to the date of declaration of such dividend, then, in such case, unless the Company elects to reserve such Cash for distribution to the holders of the Securities upon the conversion of the Securities so that any such holder converting Securities will receive upon such conversion in addition to the shares of Common Stock to which such holder is entitled, the amount of Cash which such holder would have received if it had exercised the Warrants evidenced hereby such holder had, immediately prior to the record date for such distribution. Ifdistribution of Cash, howeverconverted its Securities for Common Stock, 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 Conversion Rate shall be increased so that the Warrant Holder would have been entitled to receive on such date if all of same shall equal the Warrants evidenced hereby had been exercised Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the record date for by a fraction of which the numerator shall be such distribution; Market Price of the Common Stock and the Warrant denominator shall be the Market Price of the Common Stock on the record date less the amount of Cash so distributed (and not excluded as provided above) applicable to one share of Common Stock, such increase to be effective immediately prior to the opening of business on the day following the record date; provided, however, that in the event that the portion of the Cash so distributed applicable to one share of Common Stock is equal to or greater than the Market Price of the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Cash such Holder would have received had such Holder converted each Security on the record date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be entitled adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 1409(b) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon exercise the amount by which such distribution exceeds the amount of the Warrants evidenced hereby quarterly Cash dividend permitted to receive be excluded pursuant hereto. If an adjustment is required to be made as set forth in this Section 1409(b) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the Ordinary Shares issuable upon exercise thereoffull amount of the distribution. (c) In case a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of such Board of Directors at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) that exceeds the Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Assets placed Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in trust effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to any maximum specified in respect the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such Warrantsmaximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) as of the Expiration Time and the Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and the interest and dividends paid denominator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) as of the Expiration Time multiplied by the Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such Assets since being placed in trustincrease to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any Warrants evidenced hereby have such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be effect if such tender or exchange offer had not been exercised made. (d) In case of a tender or exchange offer by a Person other than the Company or any Subsidiary for an amount which increases the offeror's ownership of Common Stock to more than 25% of the Common Stock outstanding and shall involve the payment by such Person of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors at the last time (the "Tender Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) at the Tender Expiration Time that exceeds the Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, and in which, as of the Tender Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the termination Tender Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to an maximum specified in the terms of the tender or exchanged offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Tender Expiration DateTime (the shares deemed so accepted, up to any assets remaining such maximum, being referred to as the "Tender Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Tender Purchased Shares) on the Tender Expiration Time and the Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time and the denominator shall be the number of shares of Common Stock outstanding (including the Tender Purchased Shares) as of the Tender Expiration Time multiplied by the Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Tender Expiration Time. In the event that such Person is obligated to purchase shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or any or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such trust after distributions have tender or exchange offer had not been made or if the rescinded purchases (if less than all) had not been made. Notwithstanding the foregoing, the adjustment described in this Section 1409(d) shall not be made if, as of the Tender Expiration Time, the offering documents with respect of Warrants exercised shall be returned to such offer disclose a plan or intention to cause the CompanyCompany to engage in any transaction described in Article Eight.

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

Adjustment for Other Distributions. (i) In case the Company shall distribute to all holders of its Ordinary Shares shares of Preferred 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), (c) or in Section 5(c)), (d) above) of the Company or any subsidiary or (y) 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 a subsidiary of the Company (other than Convertible Securities or Ordinary Sharessuch evidences of indebtedness, assets and securities as set forth in clauses (x) 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 731156.6 13 numerator of which the numerator shall be the market price Fair Market Value per Ordinary Share (as defined in Section 5(f)) share of Preferred Stock on the date of such distribution, distribution and the denominator of which shall be such market price Fair Market Value per Ordinary Share share of Preferred 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 Preferred 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 . (ii) In case the Company shall issue any shares of the Ordinary Shares (Preferred Stock or Common Stock or rights, options or warrants to acquire shares of Preferred Stock or Common Stock, other than a change in par value, from par value to no par value or from no par value to par valueExempted Issuances (as defined below) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution than issuances covered by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning clauses of this Section 5(b11, within the first six months after the Consummation Date at an Issue Price (as defined below) andwhich is lower than (A) in the case of issuances of shares of Preferred Stock or rights, options or warrants to acquire shares of Preferred Stock, the then current Exercise Price, or (B) in the case of issuances of shares of Common Stock or rights, options or warrants to acquire shares of Common Stock, the quotient of the current Exercise Price divided by the number of shares of Common Stock (the "Conversion Number") then issuable on conversion of a share of Preferred Stock, then the Exercise Price of all outstanding Warrants and Warrants issued thereafter shall be adjusted to a price equal to the Issue Price, if the outstanding Ordinary Shares shall be changed into larger adjustment is triggered by the issuance of shares of Preferred Stock or smaller number of Ordinary Shares as a part rights, options or warrants to acquire shares of such reclassificationPreferred Stock, 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 product of the Assets applicable Issue Price multiplied by the Conversion Number, if the adjustment is triggered by the issuance of shares of Common Stock or of rights, options or warrants to each acquire shares of Common Stock. "Exempted Issuances" means securities issuances contemplated by the Plan of Reorganization (including securities issuable on conversion or exercise of securities contemplated by the Plan of Reorganization), issuances of shares of Preferred Stock as dividends on shares of Preferred Stock and issuances pursuant to employee benefit plans of shares of, and options to acquire shares of, Common Stock, provided that such issuances pursuant to employee benefit plans which are vested or scheduled to vest prior to the Expiration Date do not exceed, in the aggregate, 5% of the sum of the shares of Common Stock outstanding Ordinary Share on such date, as of the Company shall either Consummation Date and subject to issuance upon conversion of shares of Preferred Stock outstanding as of the Consummation Date. "Issue Price" means (i) distribute Assets to in the Warrant Holder on case of the record date issuance of Preferred Stock or Common Stock for such distribution when such Assets are distributed to cash, the holders amount of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date the cash proceeds received or receivable by the Company before deducting therefrom any cash compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others 731156.6 14 performing similar services; (ii) deposit in the case of the issuance of Preferred Stock or Common Stock for a consideration in whole or in part other than cash, the fair value of such Assets in trust with a trustee. If consideration as determined by the Board of Directors of 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 Companygood faith.

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 shall be entitled to receive upon such conversion, in addition to the fair market value shares of the Assets applicable to each outstanding Ordinary Share on Common Stock issuable upon such dateconversion, the Company shall either (i) distribute Assets to the Warrant amount and kind of Distributed Securities that such 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 if such Holder had, immediately prior to such record date, converted such Security for Common Stock; PROVIDED that, with respect to any Distributed Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such Security would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Security. (b) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock Cash (excluding (x) any quarterly Cash dividend on the Common Stock to the extent the aggregate Cash dividend per share of Common Stock in any fiscal quarter does not exceed the greater of (A) the amount per share of Common Stock of the next preceding quarterly Cash dividend on the Common Stock to the extent such preceding quarterly dividend did not require any adjustment of the Conversion Rate pursuant to this Section 11.08(b) (as adjusted to reflect subdivisions or combinations of the Common Stock), and (B) 3.75% of the average of the last reported sales price of the Common Stock (determined as provided in the definition of Market Price) during the ten Trading Days immediately prior to the date of declaration of such dividend and (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, unless the Company elects to reserve such Cash for distribution to the Holders of the Securities upon the conversion of the Securities so that any such Holder converting Securities will receive upon such conversion in addition to the shares of Common Stock to which such Holder is entitled, the amount of Cash which such Holder would have received if it had exercised the Warrants evidenced hereby such Holder had, immediately prior to the record date for such distribution. Ifdistribution of Cash, howeverconverted its Securities for Common Stock, 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 Conversion Rate shall be increased so that the Warrant Holder would have been entitled to receive on such date if all of same shall equal the Warrants evidenced hereby had been exercised Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the record date for by a fraction of which the numerator shall be such distribution; Market Price of the Common Stock and the Warrant denominator shall be the Market Price of the Common Stock on the record date less the amount of Cash so distributed (and not excluded as provided above) applicable to one share of Common Stock, such increase to be effective immediately prior to the opening of business on the day following the record date; PROVIDED, HOWEVER, that in the event that the portion of the Cash so distributed applicable to one share of Common Stock is equal to or greater than the Market Price of the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Cash such Holder would have received had such Holder converted each Security on the record date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be entitled adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 11.08(b) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon exercise the amount by which such distribution exceeds the amount of the Warrants evidenced hereby quarterly Cash dividend permitted to receive be excluded pursuant hereto. If an adjustment is required to be made as set forth in this Section 11.08(b) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the Ordinary Shares issuable upon exercise thereoffull amount of the distribution. (c) In case a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of such Board of Directors at the last time (the "EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) at the Expiration Time that exceeds the Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Assets placed Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in trust effect immediately prior to the Expiration Time by a fraction of which (i) the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to any maximum specified in respect the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time, other than shares of Common Stock tendered by the California HealthCare Foundation (the shares deemed so accepted up to any such Warrantsmaximum, being referred to as the "PURCHASED SHARES") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and (ii) the interest and dividends paid denominator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Expiration Time multiplied by the Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such Assets since being placed in trustincrease to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any Warrants evidenced hereby have such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be effect if such tender or exchange offer had not been exercised made. (d) In case of a tender or exchange offer by a Person other than the Company or any Subsidiary for an amount which increases the offeror's ownership of Common Stock to more than 25% of the Common Stock outstanding and shall involve the payment by such Person of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors at the last time (the "TENDER EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) at the Tender Expiration Time that exceeds the Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, and in which, as of the Tender Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Rate shall be increased so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the termination Tender Expiration Time by a fraction of which (i) the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to holders of Common Stock based on the acceptance (up to a maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Tender Expiration DateTime (the shares deemed so accepted, up to any assets remaining in such trust after distributions have been made in respect maximum, being referred to as the "TENDER PURCHASED SHARES") and (y) the product of Warrants exercised the number of shares of Common Stock outstanding (less any Tender Purchased Shares) on the Tender Expiration Time and the Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, and (ii) the denominator shall be returned the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Tender Expiration Time multiplied by the Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, such increase to become effective immediately prior to the Companyopening of business on the day following the Tender Expiration Time. In the event that such Person is obligated to purchase shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 11.08(d) shall not be made if, as of the Tender Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any transaction described in Article 5 hereof.

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

Adjustment for Other Distributions. In case If the Company shall distribute distributes to all holders of its Ordinary Shares evidences Common Stock, 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. (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. (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 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 shall be entitled to receive upon such conversion, in addition to the fair market value shares of the Assets applicable to each outstanding Ordinary Share on Common Stock issuable upon such dateconversion, the Company shall either (i) distribute Assets to the Warrant amount and kind of Distributed Securities that such 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 if such Holder had, immediately prior to such record date, converted such Security into Common Stock, provided that, with respect to any Distributed Securities that are convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Securities receivable upon conversion of such Security would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following conversion of such Security. (b) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding (x) any quarterly cash dividend on the Common Stock, (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary and (z) any cash that is distributed upon a merger or consolidation to which Section 11.14 applies), then, in such date case, unless the Company elects to reserve such cash for distribution to the holders of the Securities upon the conversion of the Securities so that any such holder converting Securities will receive upon such conversion, in addition to the shares of Common Stock to which such holder is entitled, the amount of cash which such holder would have received if it had exercised the Warrants evidenced hereby such holder had, immediately prior to the record date for such distribution. Ifdistribution of cash, howeverconverted its Securities into Common Stock, 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 Conversion Price shall be decreased so that the Warrant Holder would have been entitled to receive on such date if all of same shall equal the Warrants evidenced hereby had been exercised Conversion Price determined by multiplying the Conversion Price in effect immediately prior to the record date for such distribution; and by a fraction of which the Warrant Holder numerator shall be entitled upon exercise the Current Market Price of the Warrants evidenced hereby Common Stock on the record date less the amount of cash so distributed (and not excluded as provided above) applicable to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect one share of such WarrantsCommon Stock, and the interest denominator shall be such Current Market Price of the Common Stock, such decrease to be effective immediately prior to the opening of business on, the day following the record date; provided, however, that in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each Security on the record date. If such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. (c) In case a tender offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and dividends paid such tender offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors or, to the extent permitted by applicable law, a duly authorized committee thereof, whose determination shall be conclusive, and described in a resolution of the Board of Directors or such duly authorized committee thereof, as the case may be, at the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Price shall be decreased so that the same shall equal the Conversion Price determined by multiplying the Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and the denominator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such Assets since maximum, being placed in trustreferred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such decrease to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any Warrants evidenced hereby have such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be effect if such tender or exchange offer had 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 Companymade.

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

Adjustment for Other Distributions. 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.

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

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

Adjustment for Other Distributions. In case If 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 of indebtednessincluding cash) or debt securities or any rights or warrants to purchase assets, shares of stock 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: (1) = W x 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 5.6), 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 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 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 5.3 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 5.2.

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

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

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

Adjustment for Other Distributions. In case If, 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 below: (i) If, upon the Company elects to distribute Assets date prior to the Warrant HolderEx-Dividend Time with respect to a cash dividend on the Common Stock, the Company shall, aggregate amount of such cash dividend together with the amounts of all cash dividends on the Common Stock with Ex- Dividend Times occurring in the 85 consecutive day period ending on the date Assets are distributed prior to holders the Ex-Dividend Time with respect to the cash dividend to which this provision is being applied, equals or exceeds 6.0% on a per share basis of Ordinary Shares, distribute to the average of the Current Market Values during the period beginning on the date after the first such Warrant Holder Ex-Dividend Time in such period and ending on 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 Ex-Dividend Time with respect to the cash dividend to which this provision is being applied (except that if no other cash dividend has had an Ex-Dividend Time occurring in such period, the period for such distribution. calculating the average of the Current Market Values shall be (ii) If, howeverupon the date prior to the Ex-Dividend Time with respect to a cash dividend on the Common Stock, the Company elects to deposit aggregate amount of such cash dividend together with the Assets due amounts of all cash dividends on the Warrant Holder Common Stock with Ex- Dividend Times occurring in trust, the Company shall, 365 consecutive day period ending 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 Ex-Dividend Time with respect to the cash dividend to which this provision is being applied equals or exceeds on a per share basis 20% of the average of the Current Market Values during the period beginning on the date after the first such Ex-Dividend Time in such period and ending on the date immediately prior to the Ex-Dividend Time with respect to the cash dividend to which this provision is being applied (except that if no other cash dividend has had an Ex-Dividend Time occurring in such period, the period for such distribution; and calculating the Warrant Holder average of the Current Market Values shall be entitled upon exercise the period commencing 365 days prior to the date immediately prior to the Ex-Dividend Time with respect to the cash dividend to which this provision is being applied), such cash dividend together with each other cash dividend with an Ex-Dividend Time occurring in such 365 day period shall be deemed to be an Extraordinary Cash Dividend and for purposes of applying the formula set forth above in this paragraph (c), the value of "F" shall be equal to (y) the aggregate amount of such cash dividend together with amounts of the Warrants evidenced hereby to receive other cash dividends with Ex-Dividend Times occurring in such period minus (z) the Ordinary Shares issuable upon exercise thereofaggregate amount of such other cash ----- dividends with Ex-Dividend Times occurring in such period for which a prior adjustment in the Exercise Rate was previously made under this paragraph (c). In making the determination required by items (i) and (ii) above, the Assets placed in trust in respect amount of such Warrants, and the interest and cash dividends paid on a per share basis and the average of the Current Market Value, in each case during the period specified in item (i) or (ii) above, as applicable, shall be appropriately adjusted to reflect the occurrence during such Assets since being placed period of any event described in trustparagraph (a). 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 (other than evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Ordinary Shares, either upon the occurrence of a specified date or a specified event (in any case, "Convertible Securities")), assets (excluding cash dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to in Section 5(aincluding cash) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), debt securities or any rights, options or warrants containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "Assets"Common Stock), then in each case the number of Ordinary Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby shall be determined by multiplying adjusted in accordance with the formula: N’= N x M where: N’ = the adjusted number of Ordinary Shares theretofore purchasable shares of Common Stock issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which shares of Common Stock issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) share of Common Stock on the Business Day immediately preceding the ex-dividend date of for such distribution, and the denominator of which shall be such market price per Ordinary Share less . F = the fair market value as on the ex-dividend date for such distribution of such record date (as determined the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in good faith by the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors of shall reasonably determine the Company) of the portion of the Assets applicable to one Ordinary Sharefair market value in good faith. Such The adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares This subsection (other than a change c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in par value, from par value to no par value or from no par value to par valuesubsection (b) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a)11. No If any adjustment shall be is made pursuant to this Section 5(bsubsection (c) unlessas a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the market price per Ordinary Share exceeds the fair market value of the Assets applicable to each outstanding Ordinary Share. In the event, and each time, that the Company distributes Assets to all holders of its Ordinary Shares and the market price per Ordinary Share on the record date for such distribution above formula is less than or equal to the fair market value of the Assets applicable to each outstanding Ordinary Share on such date$1.00, the Company shall either (i) distribute Assets to the Warrant Holder on the record date for such distribution when such Assets are distributed to the holders of Ordinary Shares as though all Warrants evidenced hereby had been exercised as of such record date may elect to, and if “M-F” or (ii) deposit such Assets in trust with is a trustee. If the Company elects to distribute Assets to the Warrant Holdernegative number, the Company shall, on in lieu of the date Assets are distributed to holders of Ordinary Sharesadjustment otherwise required by this subsection (c), distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

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

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

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

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

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

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

Adjustment for Other Distributions. 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 (a) If the Company shall shall, at any time or from time to time while the Notes are outstanding, distribute 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"))Capital Stock, assets (including shares of any Subsidiary of the Company or business unit of the Company), or debt securities or rights to purchase securities of the Company (excluding cash (x) any dividends or distributions payable out of consolidated retained earnings and dividends or distributions referred to described in Section 5(a10.06, (y) or in Section 5(c)), shares of capital stock (other than Ordinary Shares), or any rights, options or warrants containing the right described in Section 10.07 and (z) any dividends or other distributions described in Section 10.09 (such Capital Stock, assets, debt securities or rights to subscribe for or purchase debt securities, assets or securities of the Company (other than Convertible Securities or Ordinary Shares) (collectively "hereinafter in this Section 10.08 called the “Distributed Assets"”)), then in each case the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant evidenced hereby Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the number Conversion Rate in effect at the opening of Ordinary Shares theretofore purchasable upon business on the exercise of each Warrant evidenced hereby Ex-Date for such distribution by a fraction, : (i) the numerator of which the numerator shall will be the market price per Ordinary Share (as defined in Section 5(f)) Current Market Price of Common Stock on the date of Business Day immediately preceding the Ex-Date for such dividend or distribution, and and (ii) the denominator of which shall will be the Current Market Price of Common Stock on the Business Day immediately preceding the Ex-Date for such market price per Ordinary Share less distribution, minus the fair value as of such record date (market value, as determined in good faith by the Board of Directors of the Company) Directors, of the portion of the Distributed Assets so distributed applicable to one Ordinary Share. share of Common Stock; Such adjustment increase shall become effective immediately after the opening of business on the Ex-Date for such distribution; provided that if the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of Common Stock on the Business Day immediately preceding the Ex-Date for such distribution, in lieu of the foregoing adjustment, adequate provision shall be made whenever any such distribution is made, and so that each Noteholder shall become effective receive on the date on which the Distributed Assets are distributed to holders of distribution retroactive Common Stock, for each $1,000 principal amount of Notes, the amount of Distributed Assets such Noteholder would have received had such Noteholder owned a number of shares of Common Stock equal 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, Conversion Rate on the record date for such distribution. If such distribution is not so made, the market price per Ordinary Share exceeds Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). 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 actual or when issued trading market for any Distributed Assets applicable to each outstanding Ordinary Share. In comprising all or part of such distribution, it must in doing so consider the eventprices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, and each time, unless the Board of Directors determines in good faith 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 determining the fair market value during the Reference Period would not be in the best interest of the Assets applicable Holders. (b) Notwithstanding anything to each outstanding Ordinary Share on such datethe contrary in this Section 10.08, if the Company distributes Capital Stock of, or similar equity interests in, a Subsidiary of the Company or other business unit of the Company (a “Spin-Off”), then the Conversion Rate shall either (i) distribute Assets to be increased so that the Warrant Holder same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the record date fifteenth Trading Day immediately following the Ex-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 Spin-Off by 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.fraction:

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

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

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

Adjustment for Other Distributions. (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 valueb) into Ordinary Shares and shares of any other class of stock shall be deemed a distribution by In case 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) andshall, if the outstanding Ordinary Shares shall be changed into larger by dividend or smaller number of Ordinary Shares as a part of such reclassificationotherwise, 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 distribute to all holders of its Ordinary Shares and the market price per Ordinary Share Common Stock cash (excluding (x) any quarterly cash dividend on the record date for such distribution is less than or equal Common Stock to the fair market value extent the aggregate cash dividend per share of Common Stock in any fiscal quarter does not exceed 1.25% of the Assets applicable to each outstanding Ordinary Share on such date, average of the Company shall either last reported sales prices of the Common Stock (idetermined as provided in the definition of Current Market Price) distribute Assets to during the Warrant Holder on ten Trading Days next preceding 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 declaration of such record date dividend and (y) any dividend or (ii) deposit distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such Assets in trust with a trustee. If case, unless the Company elects to distribute Assets reserve such cash for distribution to the Warrant HolderHolders of the Series 3 1/2% Notes upon the conversion of the Series 3 1/2% Notes so that any such Holder of Series 3 1/2% Notes will receive upon such conversion, in addition to the shares of Common Stock to which such Holder is entitled, the Company shall, on the date Assets are distributed to holders amount of Ordinary Shares, distribute to cash that such Warrant Holder the Assets that it would have been entitled to receive on received if such date if it had exercised the Warrants evidenced hereby Holder had, immediately prior to the record date for such distribution. Ifdistribution of cash, howeverconverted its Series 3 1/2% Notes for Common Stock, the Company elects to deposit Conversion Rate shall be increased by multiplying the Assets due the Warrant Holder Conversion Rate 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 effect immediately prior to the record date for by a fraction of which the numerator shall be such distribution; Current Market Price of the Common Stock and the Warrant Holder denominator shall be entitled upon exercise the Current Market Price of the Warrants evidenced hereby Common Stock on the record date less the amount of cash so distributed (and not excluded as provided above) applicable to receive one share of Common Stock, such increase to be effective immediately prior to the Ordinary Shares issuable upon exercise opening of business on the day following the record date. (c) In case a tender or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors of the Company or, to the extent permitted by applicable law, a duly authorized committee thereof, the Assets placed whose determination shall be conclusive, and described in trust in respect a resolution of such WarrantsBoard of Directors or such duly authorized committee thereof, as the case may be, at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended)) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (excluding any Purchased Shares) at the Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and the interest and dividends paid denominator shall be the number of shares of Common Stock outstanding (including any Purchased Shares) at the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such Assets since being placed in trustincrease to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company or such Subsidiary is obligated to purchase shares pursuant to any Warrants evidenced hereby have such tender or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate, that would then be effect if such tender or exchange offer had not been exercised made. (d) In case a tender or exchange offer made by a Person other than the Company or any Subsidiary of the Company for an amount that increases the offeror's ownership of Common Stock to more than 25% of the Common Stock outstanding shall expire and such tender or exchange offer shall involve the payment by such Person of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors of the Company or, to the extent permitted by applicable law, a duly authorized committee thereof, whose determination shall be conclusive, and described in a resolution of such Board of Directors or such duly authorized committee thereof, as the case may be) at the Expiration Time that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and in which, as of the Expiration Time the Board of Directors of the Company is not recommending rejection of the offer, the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the termination Expiration Time by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all Purchased Shares and (y) the product of the number of shares of Common Stock outstanding (excluding any Purchased Shares) at the Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, and the denominator shall be the number of shares of Common Stock outstanding (including any Purchased Shares) at the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that such Person is obligated to purchase shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 3.08(d) shall not be made if, as of the Expiration DateTime, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any assets remaining transaction described in such trust after distributions have been made in respect Article 8 of Warrants exercised shall be returned to the CompanyIndenture.

Adjustment for Other Distributions. In case (a) If the Company shall distribute distributes to all holders of its Ordinary Shares evidences ordinary shares 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"ordinary shares), then in each case the number of Ordinary Shares thereafter purchasable ordinary shares issuable upon the exercise of each Warrant evidenced hereby shall is to 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 ordinary shares issuable upon the exercise of each Warrant evidenced hereby by a fraction, Warrant. N = the current number of which ordinary shares issuable upon exercise of each Warrant. M = the numerator shall be the market price Closing Price per Ordinary Share (as defined in Section 5(f)) ordinary share 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 ordinary share 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 Companyfair market value in good faith. (b) of the portion of the Assets applicable The adjustment is to one Ordinary Share. Such adjustment shall be made successively whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders stockholders entitled to receive such distribution. A reclassification of the Ordinary Shares . (other than a change in par value, from par value to no par value or from no par value to par valuec) into Ordinary Shares and shares of If any other class of stock shall be deemed a distribution by the Company to the holders of its Ordinary Shares of such shares of such other class of stock within the meaning of this Section 5(b) and, if the outstanding Ordinary Shares shall be changed into larger or smaller number of Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combina- tion, as the case may be, of the outstanding Ordinary Shares within the meaning of Section 5(a). No adjustment shall be is made pursuant to this Section 5(b) unless11.3 as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the record ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of ordinary shares 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 Section 11.3, distribute to such Warrant Holder the Assets that it holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been entitled to receive on such date if it had exercised the Warrants evidenced hereby immediately prior to the record date for such distribution. If, however, the Company elects to deposit the Assets due the Warrant Holder in trust, the Company shall, on the date Assets are distributed to such holders of Ordinary Shares, place in trust the Assets that the Warrant Holder would have been entitled to receive on had such date if all of the Warrants evidenced hereby had been exercised immediately prior to the record date for such distribution; and the Warrant Holder shall be entitled upon exercise of the Warrants evidenced hereby to receive the Ordinary Shares issuable upon exercise thereof, the Assets placed in trust in respect of such Warrants, and the interest and dividends paid on such Assets since being placed in trust. In the event any Warrants evidenced hereby have not been exercised prior to the termination of the Expiration Date, any assets remaining in such trust after distributions have been made in respect of Warrants exercised shall be returned to the Company.

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

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

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

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