Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. At any time while this Warrant remains outstanding and unexpired, in case of any reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant), the Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute a new Warrant providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and to receive upon such exercise, in lieu of each Common Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger, by the holder of one Common Share issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis. The provisions of this Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Warrant remains outstanding It is understood and unexpired, in case of any reclassification or change of outstanding securities agreed that prior to expiration of the class issuable upon term of the option granted under this Agreement or the exercise thereof in full by the Optionee, certain changes in capitalization and ownership of this Warrant the Corporation may occur, and it is understood and agreed with respect to such changes in capitalization and ownership that: (other than a a) If and to the extent that the number of issued shares of voting common stock of the Corporation shall be increased or reduced by change in par value, or from par value to no par valuesplit up, reclassification, distribution of a dividend payable in stock, or from no par value the like, the number of shares subject to par valueoption and the option price per share hereunder shall be proportionately adjusted. If the Corporation is reorganized or consolidated or merged with another corporation, the Optionee shall be entitled to receive options covering shares of such reorganized, consolidated, or as a result merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option over the aggregate option price of such shares, and the new option or assumption of the old option shall not give the Optionee additional benefits which he did not have under the old option, or deprive him of benefits which he had under the old option. (b) Notwithstanding any provision to the contrary stated herein, to the extent this option is not yet fully vested and exercisable at the time of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) or Change in case of any consolidation or merger of the Company Control with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant), the Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute a new Warrant providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable respect to the Warrant Holder than those then applicable to this Warrant) and to receive upon such exercise, in lieu of each Common Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger, by the holder of one Common Share issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securitiesCorporation, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence provisions of the Plan, it shall be consummated as provided in Section 2(b), mutatis mutandisbecome fully vested and exercisable at that time. The provisions of this Subsection 6(asubparagraph (b) shall similarly be applied in addition to, and shall not reduce, modify, or change any other obligation or right of the Optionee otherwise provided for in paragraph 10, below, concerning the Optionee's continued employment with the Corporation or the termination thereof. If this option becomes subject to this subparagraph (b), it shall remain fully vested and exercisable until it expires or terminates pursuant to its terms and conditions. This option is subject to the provisions of Section 8(e) of the Plan authorizing the Corporation, or a committee of its Board of Directors, to provide in advance or at the time of a Change in Control for cash to be paid in settlement of this option, all subject to such terms and conditions as the Corporation or the Committee, in its sole discretion, may determine and impose. For purposes of this subparagraph (b), the term "Change in Control" shall have the same meaning as provided in the definition thereof stated in Section 2(c) of the Plan, including any amendments thereof which may be made from time to time in the future pursuant to the provisions of the Plan, with any amended definition of such term to apply to successive reclassifications, changes, consolidations, mergers, sales and transfersall events thereafter coming within the amended meaning.

Reclassification, Consolidation or Merger. At any time while this Warrant remains outstanding and unexpired, in In case of any reclassification or change of outstanding securities of the class Common issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) combination), or in case of any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing the surviving corporation and which does not result in any reclassification or change, —other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination combination—of outstanding securities Common issuable upon such exercise) or the exercise acquisition of 662/3% of the then outstanding shares of Common (on a fully diluted basis) by any Person or group (as defined pursuant to Section 13 under the Securities Exchange Act of 1934, as amended) the rights of the Holders of this Warrant), Warrant shall be adjusted in the Company, or such successor manner described below: (i) If the Corporation is the surviving corporation, as the case may be, this Warrant shall, without payment of any additional consideration therefor, execute a new Warrant providing be deemed modified so as to provide that upon exercise thereof the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to of this Warrant) and to receive , upon such exercisethe exercise thereof, shall procure, in lieu of each share of Common Share theretofore issuable upon exercise of this Warrantsuch exercise, the kind and amount of shares of stockStock, other securities, money or property and Property receivable upon such reclassification, change, consolidation or merger, merger by the holder of one each share of Common Share issuable upon such exercise had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) If the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration therefore, issue a new Warrant, providing that upon exercise thereof, the Holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and amount of shares of Stock, other securities, money and Property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common issuable upon exercise of this Warrant had it been exercised such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis5. The provisions of this Subsection 6(aclause (ii) shall similarly apply to successive reclassifications, changes, consolidations, consolidations and mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Warrant remains outstanding and unexpired, in In case of any reclassification or change of outstanding securities of the class Common issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) combination), or in case of any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing the surviving corporation and which does not result in any reclassification or change, change other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities Common issuable upon such conversion) the exercise rights of the holders of this Warrant)Warrant shall be adjusted in the manner described below: (1) In the event that the Corporation is the surviving corporation, the Company, or such successor corporation, as the case may be, Warrant shall, without payment of any additional consideration therefor, execute a new be deemed modified so as to provide that upon exercise hereof the holder of this Warrant providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and to receive upon such exerciseprocure, in lieu of each share of Common Share theretofore issuable upon exercise of this Warrantsuch exercise, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation or merger, merger by the holder of one each share of Common Share issuable upon such exercise had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this clause (1) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (2) In the event that the Corporation is not the surviving corporation, the surviving corporation shall, without payment of any additional consideration therefor, issue new Warrants, providing that upon exercise hereof the holder thereof shall procure in lieu of each share of Common theretofore issuable upon exercise of this Warrant the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common issuable upon exercise of this Warrant had it been exercised such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis3. The provisions of this Subsection 6(aclause (2) shall similarly apply to successive reclassifications, changes, consolidations, consolidations and mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Warrant remains outstanding Any recapitalization, reorganization, reclassification, consolidation or merger (other than a merger with another entity in which the Company is the surviving entity and unexpired, that does not result in case of any reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding Common Units issuable upon such conversion) or other transaction, in each case which is effected in such a way that the holders of Common Units are entitled to receive (either directly or upon subsequent liquidation) stock, securities issuable or assets with respect to or in exchange for Common Units, but excluding any transaction resulting in a Sale of Holdings (which is addressed in Section 1(b)), is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision to ensure that the Holder shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) the Common Units immediately theretofore acquirable and receivable upon the exercise of this Warrant) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant), the Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute a new Warrant providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and to receive upon such exercise, in lieu of each Common Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money securities or property assets as would have been issued or payable in such Organic Change (if the Holder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the Common Units immediately theretofore acquirable and receivable upon such reclassification, change, consolidation or merger, by the holder of one Common Share issuable upon exercise of this Warrant had it been exercised immediately such Organic Change not taken place. In any such case, the Company shall make appropriate provision with respect to the Holder’s rights and interests to ensure that the provisions of this Section 3 shall thereafter be applicable to this Warrant. The Company shall not effect any Organic Change unless prior to the consummation thereof the successor or purchasing entity (if other than the Company), as applicable, resulting from such reclassificationOrganic Change assumes by written instrument the obligation to deliver to the Holder such shares of stock, changesecurities or assets as, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as in accordance with the foregoing provisions, the Holder may be practicable entitled to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandisacquire. The provisions of this Subsection 6(aSection 3(a) shall similarly apply to any successive reclassifications, changes, consolidations, mergers, sales and transfersOrganic Changes.

Reclassification, Consolidation or Merger. At any time while this Warrant remains outstanding If and unexpired, in case to the extent that ----------------------------------------- the number of any reclassification or change of outstanding securities issued common shares of the class issuable upon exercise of this Warrant (other than a Company shall be increased or reduced by change in par value, or from par value to no par valuesplit up, reverse split, reclassification, distribution of a dividend payable in stock, or from no par value the like, the number of common shares subject to par value, or as a result of a subdivision or combination of outstanding securities issuable upon option and the exercise of this Warrant) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which option price per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, or sells or transfers substantially all of its assets to another corporation, the Employee shall be entitled to receive options covering common shares of such reorganized, consolidated, merged or successor company in the same proportion, at a continuing corporation and which does not result in any reclassification or change, other than a change in par substantially equivalent economic value, or from par value and subject to no par valuethe same conditions, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant)in lieu thereof, the Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute a new Warrant providing that the Warrant Holder option granted under this Agreement shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) fully vest and to receive upon such exercise, in lieu of each Common Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger, by the holder of one Common Share issuable upon exercise of this Warrant had it been exercised be exercisable immediately prior to the effective date of such reclassificationreorganization, changeconsolidation, consolidation merger, sale or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6transfer. Notwithstanding the foregoing, if Employee's employment with the successor corporation is terminated or materially altered in a manner which is adverse to Employee, the case options granted under this Agreement shall vest and be exercisable immediately prior to such termination or alteration. If new options are received upon such reorganization or transfer under the terms of any transaction which pursuant to this Section 6(a) would result in Section, the execution and delivery by excess of the Company fair market value of a new Warrant the common shares subject to the Warrant Holderoption immediately after the reorganization, consolidation, merger, sale or transfer over the aggregate option price of such common shares shall not be more than the excess of the aggregate fair market value of all common shares subject to the option immediately before such reorganization, consolidation, merger, sale or transfer over the aggregate option price of such common shares, and in which the holders of Common Shares are entitled only to receive money new option or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as assumption of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by old option shall not give the Warrant Holder and reasonably acceptable to Employee additional benefits which he did not have under the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis. The provisions of this Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfersold option.

Reclassification, Consolidation or Merger. At any time while this Warrant remains outstanding and unexpired, in In case of any reclassification or change of outstanding securities of the class Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) combination), or in case of any consolidation or merger of the Company with or into another corporation Company (other than a merger with another corporation in which the Company is a continuing the surviving corporation and which does not result in any reclassification or change, change other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities Common Stock issuable upon such conversion) the exercise rights of the holders of this Warrant)Warrant shall be adjusted in the manner described below: (1) In the event that the Company is the surviving corporation, the Company, or such successor corporation, as the case may be, Warrant shall, without payment of any additional consideration therefor, execute a new be deemed modified so as to provide that upon exercise thereof the holder of this Warrant providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and to receive upon such exerciseprocure, in lieu of each share of Common Share Stock theretofore issuable upon exercise of this Warrantsuch exercise, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation or merger, merger by the holder of one each share of Common Share Stock issuable upon such exercise had exercise occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this clause (1) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (2) In the event that the Company is not the surviving entity, the surviving entity shall, without payment of any additional consideration therefor, issue new Warrants, providing that upon exercise thereof the holder thereof shall procure in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common Stock issuable upon exercise of this Warrant had it been exercised such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such new Warrant Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis4. The provisions of this Subsection 6(aclause (2) shall similarly apply to successive reclassifications, changes, consolidations, consolidations and mergers, sales . The Company shall not enter into any transaction subject to the provisions of this Section 4(a)(i)(2) unless the surviving entity in such transaction agrees in writing to issue new Warrants in accordance with the terms and transfersconditions of this Section 4(a)(i)(2) and comply with the terms and conditions of such new Warrants.

Reclassification, Consolidation or Merger. At any time while 2.1 In the event that the outstanding Shares are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of Shares and the like, or dividends payable in Shares, an appropriate adjustment shall be made by the Board of Directors of the Company in the number of Shares and price per Share subject to this Warrant remains outstanding and unexpiredCertificate. If the Company shall be reorganized, in case of any reclassification consolidated, or change of outstanding securities merged with another corporation, or if all or substantially all of the class issuable upon exercise assets of this Warrant (other than the Company shall be sold or exchanged, the Warrantholder shall at the time of issuance of the stock under such a change in par valuecorporate event, or from par value be entitled to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable receive upon the exercise of the vested Warrants evidenced by this Warrant) Warrant Certificate the same number and kind of shares of stock or in case the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any consolidation or merger such corporate event as if he had been, immediately prior to such event, the holder of the Company number of Shares so exercised. 2.2 Any adjustment under this Paragraph 2 in the number of Shares subject to this Warrant Certificate shall apply proportionately to only the unexercised portion hereunder and shall not have any retroactive effect with or into another corporation (other respect to Warrants theretofore exercised. If fractions of a Share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of Shares. 2.3 No adjustment of the exercise price shall be made if the amount of such adjustment shall be less than a merger $.01 per Share, but in such case any adjustment that would otherwise be required then to be made, shall be carried forward and shall be made at the time and together with another corporation in which the Company is a continuing corporation and which does not result in next subsequent adjustment which, together with any reclassification or changeadjustment so carried forward, other than a change in par value, or from par value shall amount to no par value, or from no par value to par value, or as a result less than $.01 per share. 2.4 No fractional shares of a subdivision or combination of outstanding securities issuable common stock shall be issued upon the exercise of this Warrant)any Warrants evidenced hereby, the Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute a new Warrant providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and to receive upon such exercise, but in lieu of each Common Share theretofore issuable upon exercise of this Warrant, thereof the kind and amount number of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger, by the holder of one Common Share common stock that are issuable upon any exercise shall be rounded up or down to the nearest whole share. 2.5 When any adjustment is required to be made in the exercise price or number of Shares subject to this Warrant had it been exercised immediately prior to such reclassificationCertificate, changeinitial or adjusted, consolidation or merger. Such new Warrant the Company shall provide for adjustments which shall be as nearly equivalent as may be practicable within sixty (60) days after the date when the circumstances giving rise to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant adjustment occurred mail to the Warrant Holder, and Warrantholder a statement describing in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then reasonable detail any method used in lieu of calculating such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis. The provisions of this Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfersadjustment.

Reclassification, Consolidation or Merger. At any time while this Class C Warrant remains outstanding and unexpired, in case of any reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this WarrantOrdinary Shares) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, change of the outstanding Ordinary Shares other than a change in par value, value or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant), the Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefortherefor and as a condition to such reclassification, change, consolidation or merger, execute a new Class C Warrant providing that the Warrant Holder shall have the right to exercise such new Class C Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Class C Warrant) and to receive upon such exercise, in lieu of each Common Ordinary Share theretofore issuable upon exercise of this Class C Warrant, the kind and amount of shares of stockshares, other securities, money or property receivable upon such reclassification, change, consolidation or merger, by the holder of one Common Ordinary Share issuable in connection with such reclassification, change, consolidation or merger; provided that if the holders of Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon exercise such reclassification, change, consolidation or merger, then the kind and amount of securities, cash or other assets for which this Class C Warrant had it been exercised immediately prior shall become exercisable shall be deemed to be the kind and amount so receivable per share by a plurality of the holders of Ordinary Shares in such reclassification, change, consolidation or merger. Such new Class C Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis. The provisions of this Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.Section

Reclassification, Consolidation or Merger. At any time while this Warrant remains outstanding and unexpired, in case of any reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant), the Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute a new Warrant providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and to receive upon such exercise, in lieu of each Common Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger, by the holder of one Common Share issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. If the holders of the Common Shares may make elections as to the kind or amount of stock, securities, money and other property receivable upon such consolidation or merger, then, for the purpose of this Section 6(a), the kind and amount of stock, securities, money and other property receivable upon such consolidation or merger shall be deemed to be the choice specified by the Warrant Holder, which choice shall be specified by the Warrant Holder not later than the earlier of (A) 30 days after Warrant Holder is provided with a final version of all information required by law or regulation to be furnished to holders of Common Shares concerning such choice, or if no such information is required, 30 days after the Company notified the Warrant Holder of all material facts concerning such choice and (B) the last time at which holders of Common Shares are permitted to make their elections known to the Company. If the Warrant Holder fails to specify a choice, the Warrant Holder's choice shall be deemed to be the choice made by a plurality of holders of Common Shares not affiliated with the Company or the other party to the merger or consolidation. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided above, the Warrant Holder shall have the right, at its sole option, to require the Company to purchase this Warrant (without prior exercise by the Warrant Holder) at its fair value as of the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided in Section 2(b), mutatis mutandis. The provisions of this Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.in

Reclassification, Consolidation or Merger. At any time while this Warrant remains 2.1 In the event that the outstanding Shares are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of Shares and unexpired, in case of any reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par valuelike, or from par value to no par valuedividends payable in Shares, or from no par value to par value, or as a result an appropriate adjustment shall be made by the Board of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant) or in case of any consolidation or merger Directors of the Company with in the number of Shares and price per Share subject to this Warrant Certificate. If the Company shall be reorganized, consolidated, or into another corporation (other than a merger merged with another corporation in which corporation, or if all or substantially all of the assets of the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Warrant), the Company, or such successor corporation, as the case may be, shall, without payment of any additional consideration therefor, execute a new Warrant providing that the Warrant Holder shall have the right to exercise such new Warrant (upon terms not less favorable to the Warrant Holder than those then applicable to this Warrant) and to receive upon such exercise, in lieu of each Common Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation or merger, by the holder of one Common Share issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, change, consolidation or merger. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. Notwithstanding the foregoing, in the case of any transaction which pursuant to this Section 6(a) would result in the execution and delivery by the Company of a new Warrant to the Warrant Holder, and in which the holders of Common Shares are entitled only to receive money sold or other property exclusive of securities, then in lieu of such new Warrant being exercisable as provided aboveexchanged, the Warrant Holder shall at the time of issuance of the stock under such a corporate event, be entitled to receive upon the exercise of the Warrants evidenced by this Warrant Certificate the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the rightoccurrence of any such corporate event as if he had been, immediately prior to such event, the holder of the number of Shares covered by this Warrant Certificate. 2.2 Any adjustment under this Paragraph 2 in the number of Shares subject to this Warrant Certificate shall apply proportionately to only the unexercised portion hereunder and shall not have any retroactive effect with respect to Warrants theretofore exercised. If fractions of a Share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of Shares. 2.3 No adjustment of the exercise price shall be made if the amount of such adjustment shall be less than $.01 per Share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at its sole optionthe time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to require no less than $.01 per Share. 2.4 No fractional Shares of common stock shall be issued upon the exercise of any warrants evidenced hereby, but in lieu thereof the Company shall pay to purchase the order of Warrant Holder an amount in cash equal to the same fraction of the exercise price of one Share on the date of exercise. 2.5 When any adjustment is required to be made in the exercise price or number of Shares subject to this Warrant Certificate, initial or adjusted, the Company shall within sixty (without prior exercise by 60) days after the Warrant Holder) at its fair value as of date when the day before such transaction became publicly known, as determined by an unaffiliated internationally recognized accounting firm or investment bank selected by circumstances giving rise to the adjustment occurred mail to the Warrant Holder and reasonably acceptable to the Company. Any purchase and sale of the Warrant pursuant to the immediately preceding sentence shall be consummated as provided a statement describing in Section 2(b), mutatis mutandis. The provisions of this Subsection 6(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfersreasonable detail any method used in calculating such adjustment.