Common use of Replacement of Securities upon Reorganization, etc Clause in Contracts

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedliquidated, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Class A Ordinary Shares covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1 or 4.1.2 or Section 4.2 4.3 hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Public Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Public Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Public Warrant holder of the Warrants would have received if such Public Warrant holder had exercised his, her or its Public Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Public Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1, 4.2, or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Sections 4.1, 4.2, or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4, and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If , and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Class A Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Class A Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the shares of Class A Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrantthe Warrants.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Private Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Private Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Private Warrant holder of the Warrants would have received if such Private Warrant holder had exercised his, her or its Private Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Private Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 Section 5.1.1 or Section 4.2 5.1.2 or Section 5.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase subscribe for and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable issuable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 5.1.1 or Section 5.1.2 or Section 5.2 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 Section 5.1.1 or Sections 4.2, 4.3 Section 5.1.2 or Section 5.2 hereof and this Section 4.45.4. The provisions of this Section 4.4 5.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1 or 4.1.2 or Section 4.2 4.3 hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.24.1, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Parent Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Parent Class A Ordinary Shares), or in the case of any merger or consolidation of the Company Parent with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company Parent is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Parent Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company Parent as an entirety or substantially as an entirety in connection with which the Company Parent is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase subscribe for and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Parent Class A Ordinary Shares of the Company immediately theretofore purchasable issuable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in the Parent Class A Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder holders of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment adjustments shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case the event of the exercise of this Warrant for Ordinary Shares after any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and receive in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) (the "Reorganization Consideration") receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall For the purposes of clarity, a Warrant holder must exercise the Warrant Price to receive the Reorganization Consideration, and the Warrants may not be reduced to less than the par value per share issuable upon exercise of such Warrantnet cash settled.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares shares of Class A Common Stock (other than a change under subsections 4.1.1 or 4.1.2 covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections Section 4.1.1 or Section 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 4.1.1 or Section 4.1.2 or Section 4.2 hereof, then such adjustment shall be made pursuant to subsection Section 4.1.1 or Sections 4.2, 4.3 Section 4.1.2 or Section 4.2 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation entity and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and is not a subsidiary of another entity whose stockholders do not own all or substantially all of the shares of Common Stock of the Company in substantially the same proportions immediately before such transaction and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is liquidated or dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares Common Stock covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 Section 4.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case the event of the exercise of any Warrant for shares of Common Stock after any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and receive in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) (the "Reorganization Consideration") receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall For the purposes of clarity, a Warrant holder must exercise the Warrant Price to receive the Reorganization Consideration, and the Warrants may not be reduced to less than the par value per share issuable upon exercise of such Warrantnet cash settled.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Class A Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of Class A Ordinary Shares, the offeror shall not make any tender offer for Warrants if the effect of such Warrantoffer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation entity and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share of Common Stock issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 Section ‎4.1 or Section 4.2 hereof or that solely affects the par value of such Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Class A Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.24.1, 4.2 and 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or covered by Section 4.2 5.1.1 hereof or that which solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that which does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders Holder of the Warrants this Underwriter Warrant shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the Ordinary Shares right of the Company immediately theretofore purchasable and receivable exercise of this Underwriter Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, that the holder by a Holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) number of Shares obtainable upon exercise of this Underwriter Warrant immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 5.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.25.1.1, 4.3 5.1.3 and this Section 4.45.1.4. The provisions of this Section 4.4 5.1.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), or in which any “person” or “group” (as such terms are used in Sections 13(d) the case of share exchange involving the Company and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities another corporation, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger merger, consolidation or consolidationshare exchange, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or mergers, consolidations, share exchanges, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.”

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares Class A ordinary shares (other than a change under subsections 4.1.1 or 4.1.2 Section ‎4.1 or Section 4.2 ‎4.2 hereof or that solely affects the par value of such Ordinary SharesClass A ordinary shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary SharesClass A ordinary shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares Class A ordinary shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Class A ordinary shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.24.1, 4.2 and 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for Ordinary Shares, the offeror shall not make any tender offer for Warrants if the effect of such Warrantoffer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Class A Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1,4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Class A Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock Class A Common Stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the shares of Class A Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of Common Stock, the offeror shall not make any tender offer for Warrants if the effect of such Warrantoffer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In case the event of the exercise of this Warrant for Ordinary Shares after any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) (the “Reorganization Consideration”) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall For the purposes of clarity, a Warrant holder must exercise the Warrant Price to receive the Reorganization Consideration, and the Warrants may not be reduced to less than the par value per share issuable upon exercise of such Warrantnet cash settled.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of shares of Common Stock, the offeror shall not make any tender offer for Warrants if the effect of such Warrantoffer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary SharesShares ), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and is not a subsidiary of another entity whose shareholders did not own all or substantially all of the Common Stock in substantially the same proportions immediately prior to such transaction and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is liquidated or dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares Common Stock covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections Section 4.1 Section 4.2, Section 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections Section 13(d) and 14(d) of the Exchange Act) acquired acquires more than 50% of the voting power of the Company’s securities securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, Section 4.2 or Section 4.3 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1.1, Section 4.2, Section 4.3 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Class A Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for Class A Ordinary Shares, the offeror shall not make any tender offer for Warrants if the effect of such Warrantoffer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In the case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Sections 6.1.1 above or 4.1.2 or Section 4.2 hereof or a change that solely affects the par value of such Ordinary Shares), or in the case of any merger share reconstruction or amalgamation or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders Holder of the Warrants this Warrant shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the Ordinary Shares right of the Company immediately theretofore purchasable and receivable exercise of this Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, that the holder by a Holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) number of Shares of the Company obtainable upon exercise of this Warrant immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 6.1.1 above, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 6.1.1 above and this Section 4.46.1.2. The provisions of this Section 4.4 6.1.2 shall similarly apply to successive reclassifications, reorganizations, mergers share reconstructions or amalgamations, or consolidations, sales or other transfers. In no Notwithstanding anything to the contrary in this Warrant, in the event shall of (i) an all cash transaction where the Company is not the survivor (the “Successor Entity”), (ii) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act where the Company is not the Successor Entity, or (iii) a transaction involving a person or entity not traded on a national securities exchange, including, but not limited to, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market or NYSE Amex where the Company is not the Successor Entity (collectively, a “Fundamental Transaction”), such Successor Entity shall, at the option of the Holder, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant Price be reduced from the Holder by paying to less than the par value per share issuable upon exercise Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such WarrantFundamental Transaction.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Common Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary the Common Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Common Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Common Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary the Common Shares covered by subsection 4.1.1Sections 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, Section 4.2 or Section 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 such provision and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the PIPE Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the PIPE Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the PIPE Warrant holder of the Warrants would have received if such PIPE Warrant holder had exercised his, her or its PIPE Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the PIPE Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Clause 5.1 or 4.1.2 or Section 4.2 5.2 hereof or that solely affects the par value of such the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants Warrantholder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Warrantholder would have received if such holder Warrantholder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Clause 5.1 or 5.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2Clauses 5.1, 4.3 5.2, and this Section 4.4Clause 5.4. The provisions of this Section 4.4 Clause 5.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Subscription Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares ordinary shares (other than a change under subsections 4.1.1 or 4.1.2 Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesordinary shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Sharesordinary shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares ordinary shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares ordinary shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the shares of Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of shares of Common Stock, the offeror shall not make any tender offer for Warrants if the effect of such Warrantoffer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Class A Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1subsections 4.1.1 or 4.1.2 or Section 4.2, then such adjustment shall be made pursuant to subsection Sections subsections 4.1.1 or Sections 4.1.2, Section 4.2, 4.3 subsection 4.3.1 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion merger of the Company as into, another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to the consummation of such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. event If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.444.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares Common Stock (other than a change under subsections 4.1.1 or 4.1.2 covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary SharesCommon Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares Common Stock covered by subsection 4.1.1Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in the Class A Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary SharesCommon Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired acquires more than 50% of the voting power of the Company’s securities securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 2(a) or 4.1.2 or Section 4.2 2(b) hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants Warrant holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants herein and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) this Warrant immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 2(a) or 2(b), then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.22(a), 4.3 2(b), 2(c) and this Section 4.42(d). The provisions of this Section 4.4 2(d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 Sections 4.1 or 4.1.2 or Section 4.2 hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired acquires more than 50% of the voting power of the Company’s securities securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, Section 4.2 or Section 4.3 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1.1, Section 4.2, Section 4.3 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 Sections 4.1 or 4.1.2 or Section 4.2 hereof or one that solely affects the par value of such Ordinary SharesCommon Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares the shares of Common Stock covered by subsection 4.1.1Sections 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of common stock, the offeror shall not make any tender offer for Warrants if the Warrant Price be reduced to less than the par value per share issuable upon exercise effect of such Warrant.offer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles. {N0405937}

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Special Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Special Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Special Warrant holder of the Warrants would have received if such Special Warrant holder had exercised his, her or its Special Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Special Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 5.1 or 4.1.2 or Section 4.2 5.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of all or substantially all of the assets or all or substantially all other property of the Company Company, as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares the number of shares of Common Stock covered by subsection 4.1.1Section 5.1 or 5.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.25.1, 4.3 5.2, 5.3 and this Section 4.45.4. The provisions of this Section 4.4 5.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired acquires more than 50% of the voting power of the Company’s securities securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections Section 13(d) and 14(d) of the Exchange Act) acquired acquires more than 50% of the voting power of the Company’s securities securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 4.1, Section 4.2 or Section 4.4 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections Section 4.1, Section 4.2, 4.3 Section 4.4 hereof and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in the Class A Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.4. The provisions 4.5; provided, that if less than 70% of this Section 4.4 shall similarly apply the consideration receivable by the holders of the Class A Ordinary Shares in the applicable event is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to successive reclassificationsbe so listed for trading or quoted immediately following such event, reorganizationsand if the registered holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Securities and Exchange Commission, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the par Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value per share issuable upon exercise of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such Warrant.amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the

Replacement of Securities upon Reorganization, etc. In case of any reclassification redesignation or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections Section 13(d) and 14(d) of the Exchange Act) acquired acquires more than 50% of the voting power of the Company’s securities securities, or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is liquidated or dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassificationredesignation, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassificationsreclassification, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in the Class A Ordinary Shares covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5; provided, that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The provisions “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Section 4.4 Agreement shall similarly apply be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to successive reclassificationsthe effective date of the applicable event, reorganizations(3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, mergers or consolidationsand (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, sales or the amount of such cash per Ordinary Share, and (ii) in all other transferscases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1, or 4.1.2 or Section 4.2 4.2, hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.​ ​

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders Registered Holder of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 4.1 or Section 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 2.1 or 4.1.2 or Section 4.2 2.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any de-listing, reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance conveyance, whether directly or indirectly, or whether in a single transaction or series of related transactions, to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the holders holder of the Warrants this Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants this Warrant and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants this Warrant would have received if such holder had exercised his, her or its Warrant(s) this Warrant immediately prior to such event. If ; and if any reclassification reclassification, reorganization, merger or reorganization consolidation also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 2.1 or 2.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.22.1, 4.3 2.2, 2.3 and this Section 4.42.4. The provisions of this Section 4.4 2.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4(a) or 4.1.2 or Section 4.2 4(c) hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4(a) or 4(c), then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.24(a), 4.3 4(c), 4(d) and this Section 4.44(e). The provisions of this Section 4.4 4(e) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections Section 13(d) and 14(d) of the Exchange Act) acquired acquires more than 50% of the voting power of the Company’s securities securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolvedentirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such eventprior. If any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.14.1.1 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, or 4.3 hereof and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Common Shares or Preferred Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Common Shares or Preferred Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Common Shares or Preferred Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Common Shares of the Company or Preferred Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Common Shares or Preferred Shares covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or covered by Section 4.2 4.1 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants Series W Warrantholders and Series Z Warrantholders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebythereby under the Series B Units and Series Z Warrants, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger merger, or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.24.1, 4.3 4.2 and this Section 4.44.3. The provisions of this Section 4.4 4.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales sales, or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any consolidation, amalgamation, merger or consolidation combination of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the registered holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, consolidation, amalgamation, merger or consolidationcombination, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or covered by Section 4.2 hereof or that solely affects the par value of such Ordinary Shares9(a), or 9(b) and 9(c) hereof), or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the holders of the Warrants holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Holder would have received if such holder the Holder had exercised his, her or its Warrant(s) Warrant immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares covered by subsection 4.1.1Sections 9(a), 9(b) or 9(c), then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.29(a), 4.3 9(b), 9(c), 9(d) and this Section 4.49(e). The provisions of this Section 4.4 9(e) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder holders of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Class A Ordinary Shares covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment adjustments shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1 or 4.1.2 or Section 4.2 hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore theretofor purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.5. The provisions of this Section 4.4 4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in shares of Ordinary Shares covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.. Issuance in connection with a Business Combination

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1,4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary SharesCommon Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any consolidation, amalgamation, merger or consolidation combination of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the registered holders of the Warrants shall thereafter have the right right, and only the right, to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, consolidation, amalgamation, merger or consolidationcombination, or upon a dissolution following any such sale or transfer, that the holder Board of Directors of the Warrants Company (the “Board”) determines in good faith that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) been entitled to receive the Warrant Shares immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.44.3. The provisions of this Section 4.4 4.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1, or 4.1.2 or Section 4.2 4.2, hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the holders of the Warrants Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants Registered Holder would have received if such holder Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of New Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary SharesNew Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of New Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the New Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the New Warrants and in lieu of the Ordinary Shares shares of New Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the New Warrant holder of the Warrants would have received if such New Warrant holder had exercised his, her or its New Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the shares of New Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the New Warrant Price be reduced to less than the par value per share issuable upon exercise of the New Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of New Common Stock, the offeror shall not make any tender offer for New Warrants if the effect of such Warrantoffer would be to require the New Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If event (the “Alternative Issuance” ); and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Sections 4.1 or 4.1.2 4.2 hereof, or Section 4.2 hereof or one that solely affects the par value of such Ordinary Sharesshares of Common Stock), or or, in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety entirety, in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Sections 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 6.1, 6.2 or 4.1.2 or Section 4.2 6.3 hereof or that solely affects the par value of such the Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Ordinary Shares covered by subsection 4.1.1Section 6.1, 6.2 or 6.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2Section 6.1, 4.3 6.2, 6.3, 6.4 and this Section 4.46.5. The provisions of this Section 4.4 6.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for Ordinary Shares, the offeror shall not make any tender offer for Warrants if the effect of such Warrantoffer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 covered by Section 4.1, 4.2 or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such Ordinary Sharesthe shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in Ordinary Shares the Common Stock covered by subsection 4.1.1Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4 and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of Common Stock, the offeror shall not make any tender offer for Warrants if the effect of such Warrantoffer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 covered by Section 4.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any consolidation, amalgamation, merger or consolidation combination of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the registered holders of the Warrants shall thereafter have the right right, and only the right, to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, consolidation, amalgamation, merger or consolidationcombination, or upon a dissolution following any such sale or transfer, that the holder Board of Directors of the Warrants Company (the “Board”) determines in good faith that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1Section 4.1 or 4.2, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or covered by Section 4.2 4.1 hereof or that solely affects the par value of such Ordinary Sharesshares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Sharesshares of Common Stock), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Series A Warrant holders of the Warrants and Series B Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares shares of the Company Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented therebythereby under the Series B Units and Series B Warrants, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger merger, or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If ; and if any reclassification or reorganization also results in a change in Ordinary Shares shares of Common Stock covered by subsection 4.1.1Section 4.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.24.1, 4.3 4.2 and this Section 4.44.3. The provisions of this Section 4.4 4.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales sales, or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Ordinary Shares (other than a change under subsections 4.1.1 covered by Sections 4.1, 4.2, or 4.1.2 or Section 4.2 4.3 hereof or that solely affects the par value of such the Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity company (other than a consolidation or merger in which the Company is the continuing corporation company and that does not result in any reclassification or reorganization of the outstanding Class A Ordinary Shares), in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities or in the case of any sale or conveyance to another company, corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder of the Warrants would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in a change in the Class A Ordinary Shares covered by subsection 4.1.1Sections 4.1, 4.2, or 4.3, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.1, 4.2, 4.3 4.3, 4.4, and this Section 4.44.5. The provisions of this Section 4.4 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such the Warrant.