Common use of Certain Adjustments Clause in Contracts

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Common Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the CompanyPreferred Shares, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase including any change in the number of outstanding sharesCommon Shares or Preferred Shares outstanding, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares, or Preferred Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends), or otherwise, then, in each such event the Board shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately reduced, the Purchase Price and Redemption Price in effect at such time and the purchase price per Ordinary Share number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding not have had the foregoing effect of reducing or any other provision of this Section 8, any adjustment shall comply with limiting the requirements of Section 409A benefits the holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or potential ------------------- economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than the Rights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Ordinary Shares underlying the Option, Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11(a) and 12(a) and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; Provided, however, that the Company shall deliver to such --------- ------- holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares Common Stock or the payment Preferred Shares, whether by reason of a share dividend on Ordinary Shares without receipt stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of consideration by securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Stock or Preferred Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends), or otherwise, then, in each such event the Company, (X) the number 's Board of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase Directors shall make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfactionIf, as applicable, a result of the Optionan adjustment made pursuant to Section 12(a) hereof, the Optionee holder of any Right thereafter exercised shall be become entitled to purchasereceive any securities other than Preferred Shares, in lieu of then the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 hereof, and the provisions of Sections 7, 9 and 10 hereof with respect to the Preferred Shares shall apply, as nearly as reasonably may be possible, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date right to purchase, for the Purchase Price, the adjusted number and kind of this Agreement and not otherwise provided for securities purchasable from time to time under this sectionRights Agreement upon exercise of the Rights, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Rights Certificates issued under this Rights Agreement. (e) Any In any case in which action taken pursuant to Section 12(a) hereof requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (and all adjustments shall give prompt written notice of such election to the Rights Agent), until the occurrence of such event, issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or -------------------- potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends), or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the -------- ------- Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Common Shares or the payment Preferred Shares, whether by reason of a share dividend on Ordinary Shares without receipt stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of consideration by the Companysecurities, (X) the number split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of Ordinary Shares with respect cash, assets, evidences of indebtedness or subscription rights, options or warrants to which the Option may thereafter be exercised holders of Common Shares, or satisfiedPreferred Shares, as applicablethe case may be (other than distribution of the Rights or regular quarterly cash dividends), (i) or otherwise, then, in each such event the event of an increase Board shall make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due b▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares Common Stock or the payment Preferred Shares, whether by reason of a share dividend on Ordinary Shares without receipt stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of consideration by securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Stock or Preferred Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends), or otherwise, then, in each such event the Company, (X) the number ’s Board of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase Directors shall make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfactionIf, as applicable, a result of the Optionan adjustment made pursuant to Section 12(a) hereof, the Optionee holder of any Right thereafter exercised shall be become entitled to purchasereceive any securities other than Preferred Shares, in lieu of then the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 hereof, and the provisions of Sections 7, 9 and 10 hereof with respect to the Preferred Shares shall apply, as nearly as reasonably may be possible, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date right to purchase, for the Purchase Price, the adjusted number and kind of this Agreement and not otherwise provided for securities purchasable from time to time under this sectionRights Agreement upon exercise of the Rights, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Rights Certificates issued under this Rights Agreement. (e) Any In any case in which action taken pursuant to Section 12(a) hereof requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (and all adjustments shall give prompt written notice of such election to the Rights Agent), until the occurrence of such event, issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or -------------------- potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the -------- ------- Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) If, and whenever, prior to If between the termination of this Agreement Execution Date and the distribution to the Optionee of Ordinary Shares underlying the OptionEffective Time, the Company shall effect a subdivision whether or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled not permitted pursuant to the terms of this Agreement, the recapitalization ifnumber of outstanding NAP Common Units or shares of Parent Common Stock shall be changed into a different number of units, immediately shares or other securities (including any different class or series of securities) by reason of any dividend or distribution payable in partnership interests, equity interests or Rights, subdivision, reclassification, split, split-up, combination, merger, consolidation, or other similar transaction, or any such transaction shall be authorized, declared or agreed upon with a record date at or prior to the Effective Time, in each case other than the Parent Reverse Stock Split, then the Common Stock Election Consideration and the initial “Conversion Rate” set forth and defined in the Certificate of Designation, and any other similarly dependent items shall be appropriately adjusted to reflect fully the effect of such transaction and to provide to Parent, NAP, Merger Sub and the Holders of NAP Public Units the same economic effect as contemplated by this Agreement prior to such recapitalizationevent, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes and thereafter, all references in this Agreement to the outstanding Ordinary Shares by reason Merger Consideration, and any other similarly dependent items shall be references to the Common Stock Election Consideration and/or the initial Conversion Rate set forth and defined in the Certificate of extraordinary cash dividendDesignation, reorganizationand any other similarly dependent items, mergersas so adjusted; provided, consolidationshowever, combinationsthat nothing in this Section 2.1(f) shall be deemed to permit or authorize any party hereto to effect any such dividend or distribution payable in partnership interests, equity interests or Rights, subdivision, reclassification, split-ups, spin-offssplit up, exchanges combination, merger, consolidation or other relevant changes in capitalization occurring after similar transaction, or the date of this Agreement and authorization, declaration or agreement to do such transaction that it is not otherwise provided for under this section, the Option shall authorized or permitted to be adjusted by the Board in its discretion as undertaken pursuant to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the OptionCommon Shares, the Company shall effect a subdivision or consolidation of Ordinary Class B Common Shares or the payment Preferred Shares, whether by reason of a share dividend on Ordinary stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares, the Class B Common Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedPreferred Shares, as applicablethe case may be (other than distribution of the Rights or regular quarterly cash dividends), (i) or otherwise, then, in each such event the event of an increase Board shall make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding sharesat such time (including the number of Rights or fractional Rights associated with each Common Share or Class B Common Share, as the case may be) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring Company shall at any time after the date of this Agreement and not (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided for under in this sectionSection 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Option shall be adjusted by Purchase Price in effect at the Board in its discretion as to time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and price kind of Ordinary Sharesshares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other consideration subject capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Option, and/or other share numbers contained adjustment provided for in this AgreementSection 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (dii) The number In the event: (1) any Acquiring Person or any Associate or Affiliate of Ordinary Shares subject to any Acquiring Person, at any time after the option date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be rounded to the nearest whole number. (e) Any continuing or surviving corporation of such merger or combination and all adjustments or actions taken by the Board Common Stock of the Company pursuant shall remain outstanding and unchanged, or (2) subject to this Section shall be conclusive 23 (Redemption and binding for all purposes.Termination),

Certain Adjustments. (ai) If, and whenever, prior to In the termination event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the distribution to the Optionee number and kind of Ordinary Shares underlying the Option, the Company shall effect a subdivision shares of Preferred Stock or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedcapital stock, as applicablethe case may be, (i) in the event of an increase in the number of outstanding sharesissuable on such date, shall be proportionately increased, and adjusted so that the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event holder of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee Right exercised after such time shall be entitled to purchasereceive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by a majority of the Disinterested Directors after receiving advice from one or more recognized investment banking firms selected by the Disinterested Directors, to be (a) at a price which is fair to the shareholders of the Company (taking into account all factors which the Disinterested Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its shareholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of Ordinary Shares one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one ten-thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares by reason Current Value (less the amount of extraordinary cash dividendany reduction in the Purchase Price), reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in its discretion Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the number extent available) and price then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Ordinary SharesCommon Stock could be authorized for issuance upon exercise in full of the Rights, other consideration the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the Optionexercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, and/or other the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share numbers contained of the Common Stock on the Flip-in this AgreementTrigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (div) The number If the rules of Ordinary Shares subject the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be conclusive the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and binding for all purposesthe value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) If8.1 Subject to any required action by the shareholders of the Corporation, and whenever, prior to the termination number of this Agreement Shares covered by the Option and the distribution to exercise price of the Optionee Option shall be proportionately adjusted for any increase or decrease in the number of Ordinary issued Shares underlying resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the OptionShares, or any other increase or decrease in the Company shall effect a subdivision or consolidation number of Ordinary issued Shares or the payment of a share dividend on Ordinary Shares effected without receipt of consideration by the CompanyCorporation; provided, (X) however, that conversion of any convertible securities of the Corporation shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in the Plan, no issuance by the Corporation of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Ordinary Shares with respect subject to and exercise price of the Option. 8.2 In the event of the proposed dissolution or liquidation of the Corporation, the Board shall notify the Optionee as soon as practicable prior to the effective date of such proposed transaction. The Board in its discretion may provide for the Optionee to have the right to exercise the Option until twenty (20) days prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Option may thereafter would not otherwise be exercised or satisfiedexercisable. To the extent it has not been previously exercised, as applicable, (i) in the event Option will terminate immediately prior to the consummation of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in such proposed action. 8.3 In the event of a reduction in merger of the number Corporation with or into another corporation, or the sale of outstanding sharessubstantially all of the assets of the Corporation, the Option shall be proportionately reduced, and assumed or an equivalent option or right substituted by the purchase price per Ordinary Share shall be proportionately increased, and successor corporation or an affiliate (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding within the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A meaning of the Internal Revenue Code of 1986, as amended Ontario Business Corporations Act (the “Code”"OBCA")) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If successor corporation. In the Company recapitalizes event that the successor corporation refuses to assume or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of substitute for the Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Shares, including Shares as to which it would not otherwise be entitled to purchase, vested or exercisable. If the Option becomes fully vested and exercisable in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In assumption or substitution in the event of changes to a merger or sale of assets, the outstanding Ordinary Shares by reason Board shall notify the Optionee in writing or electronically that the Option shall be fully vested and exercisable for a period of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after twenty (20) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this Agreement and not otherwise provided for under this sectionparagraph, the Option shall be adjusted considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Shares subject to the Option immediately prior to the merger or sale of assets, the consideration (whether shares, cash, or other securities or property) received in the merger or sale of assets by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common shares of the successor corporation or its affiliate (within the meaning of the OBCA), the Board in its discretion as may, with the consent of the successor corporation, provide for the consideration to be received upon the number and price exercise of Ordinary Sharesthe Option, other consideration for each Share of Optioned Shares subject to the Option, and/or other share numbers contained to be solely common shares of the successor corporation or its affiliate (within the meaning of the OBCA) equal in this Agreement. (d) The number of Ordinary Shares subject fair market value to the option shall be rounded to per share consideration received by holders of Shares in the nearest whole numbermerger or sale of assets. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends), or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (ai) If, and whenever, prior to In the termination event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS -- TERMINATION OF ACQUIRING PERSON'S RIGHTS), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the distribution to the Optionee number and kind of Ordinary Shares underlying the Option, the Company shall effect a subdivision shares of Preferred Stock or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedcapital stock, as applicablethe case may be, (i) in the event of an increase in the number of outstanding sharesissuable on such date, shall be proportionately increased, and adjusted so that the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event holder of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee Right exercised after such time shall be entitled to purchasereceive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (REDEMPTION AND TERMINATION), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER -- FLIP-OVER EVENT) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS -- TERMINATION OF ACQUIRING PERSON'S RIGHTS)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"ADJUSTMENT SHARES"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "CURRENT VALUE") over (2) the Purchase Price (such excess, the "SPREAD"), and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have the same value as shares of Common Stock (such shares of preferred stock being referred to as "COMMON STOCK EQUIVALENTS")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares by reason of extraordinary cash dividendCurrent Value, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by them; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in its discretion Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (REDEMPTION AND TERMINATION -- REDEMPTION) expires (the later of (x) and (y) being referred to herein as the "FLIP-IN TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the number extent available) and price then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Ordinary SharesCommon Stock could be authorized for issuance upon exercise in full of the Rights, other consideration the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) (EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS -- TERMINATION OF ACQUIRING PERSON'S RIGHTS), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the Optionexercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, and/or other the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share numbers contained of the Common Stock on the Flip-in this AgreementTrigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (div) The number If the rules of Ordinary Shares subject the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this (a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS -- TERMINATION OF ACQUIRING PERSON'S RIGHTS), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be conclusive the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and binding for all purposesthe value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (ai) If, and whenever, prior to In the termination event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the shares of the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e), the Purchase Price in effect at the time of the record date for such dividend or at the time of the effective date of such subdivision, split, combination or reclassification, and the distribution to the Optionee number and kind of Ordinary Shares underlying the Option, the Company shall effect a subdivision shares of Preferred Stock or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedcapital stock, as applicablethe case may be, (i) in the event of an increase in the number of outstanding sharesissuable on such date, shall be proportionately increased, and adjusted so that the purchase price per Ordinary Shares holder of any Right exercised after such time shall be proportionately reducedentitled to receive, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A upon payment of the Internal Revenue Code aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of 1986shares of Preferred Stock or capital stock, as amended the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the “Code”case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification; provided, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment be made which would render the Option subject required pursuant to Section 409A of the Code11(a)(ii). (bii) If Subject to Section 23 and Section 24, in the Company recapitalizes event that any Person alone or otherwise changes together with its capital structureAffiliates and Associates, thereafter upon shall, at any exercise or satisfactiontime after the Rights Dividend Declaration Date, as applicablebecome an Acquiring Person (a "Flip-In Event") then, promptly following the occurrence of the Optionany such Flip-in Event, the Optionee proper provision shall be entitled made so that each holder of a Right (except as provided below and in Section 7(e)) shall thereafter have the right to purchasereceive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Articles of Incorporation, as amended, but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the outstanding Ordinary exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares by reason issuable upon the exercise of extraordinary cash a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have substantially the same dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes voting and liquidation rights as shares of Common Stock and are deemed in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken good faith by the Board of Directors to have substantially the same value as the shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board, or, at the option of the Board, determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-in Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than one hundred twenty (120) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of a proportionate part or all of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of a proportionate part or all of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the shares of Common Stock shall be conclusive the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and binding the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board or, at the option of the Board, determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all purposesoutstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the shares of Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Capital Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Capital Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Capital Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the terms provisions of Sections 11 and 12, and the recapitalization ifprovisions of Sections 7, immediately prior 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (ai) If, and whenever, prior to In the termination event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the distribution to the Optionee number and kind of Ordinary Shares underlying the Option, the Company shall effect a subdivision shares of Common Stock or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedcapital stock, as applicablethe case may be, (i) in the event of an increase in the number of outstanding sharesissuable on such date, shall be proportionately increased, and adjusted so that the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event holder of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee Right exercised after such time shall be entitled to purchasereceive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by a majority of the Disinterested Directors after receiving advice from one or more investment banking firms selected by the Disinterested Directors, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Disinterested Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates (a "Qualified Offer"); or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of Ordinary Shares shares of Common Stock for which a Right was before that time exercisable, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to of Common Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon the exercise of such Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such securities being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares by reason Current Value (less the amount of extraordinary cash dividendany reduction in the Purchase Price), reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in its discretion Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the number extent available) and price then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Ordinary SharesCommon Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, other consideration the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the Optionexercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares of Common Stock or other equity securities and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, and/or other the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share numbers contained of the Common Stock on the Flip-in this AgreementTrigger Date and the per share or per unit value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date. (div) The number If the rules of Ordinary Shares subject the national securities exchange, registered as such pursuant to Section 6 of the option shall be rounded Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the nearest whole number. (e) Any and all adjustments Exchange Act, on which the Common Stock is principally traded or actions taken by quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Board Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Disinterested Directors based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be conclusive the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and binding for all purposesthe value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the OptionCommon Shares, the Company shall effect a subdivision or consolidation of Ordinary Class B Common Shares or the payment Preferred Shares, whether by reason of a share dividend on Ordinary stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares, the Class B Common Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedPreferred Shares, as applicablethe case may be (other than distribution of the Rights or regular quarterly cash dividends), (i) or otherwise, then, in each such event the event of an increase Board shall make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding sharesat such time (including the number of Rights or fractional Rights associated with each Common Share or Class B Common Share, as the case may be) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole number.initial Right Certificates issued hereunder. Table of Contents (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring Company shall at any time after the date of this Agreement and not (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided for under in this sectionSection 11(a) and Section 7(e), the Option Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, that holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or Adverse Person or any Associate or Affiliate of an Acquiring Person or Adverse Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company, and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23, any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person or Adverse Person, unless the event causing that Person to become an Acquiring Person or Adverse Person is a Flip-over Event or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board, with the concurrence of at least a majority of the Disinterested Directors and who are not representatives, nominees, Affiliates or Associates of the Person making such tender or exchange offer, after receiving advice from one or more investment banking firms selected by the Board, to be (a) at a price which is fair to shareholders of the Company (taking into account all factors which the Board, with the concurrence of a majority of the Disinterested Directors, deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its shareholders other than such Acquiring Person or Adverse Person, its Affiliates and its Associates, or (B) during such time as there is an Acquiring Person or Adverse Person, there shall be any reclassification of securities (including any reverse stock split) or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) apply (whether or not with or into or otherwise involving an Acquiring Person or Adverse Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or Adverse Person or any Associate or Affiliate of any Acquiring Person or Adverse Person, then, promptly following the occurrence of any such event described in (11(a)(ii)(A) or (B) hereof, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one- thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-over Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price (determined pursuant to Section 11(d)) per share of Common Stock on the date of such first occurrence (such number of shares, the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value"), and (B) with respect to each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, such as the Preferred Stock, which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Flip-in its discretion Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the number extent available) and price then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of Ordinary Sharesthe preceding sentence, other consideration the term "Spread" shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board determines in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Flip-in Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as extended, is herein called the "Substitution Period"). To the extent that action is to be taken pursuant to the first and/or third sentences of this Section 11(a)(iii), the Company (1) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (2) may suspend the Optionexercisability of the Rights until the expiration of the Substitution Period in order to seek such shareholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, and/or other share numbers contained the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Agreement. (d) The number Section 11(a)(iii), the value of Ordinary Shares subject to the option each Adjustment Share shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board Current Market Price per share of the Company pursuant to this Section Common Stock on the Flip-in Trigger Date and the per share or per unit value of any Common Stock Equivalent shall be conclusive and binding for all purposesdeemed to equal the Current Market Price per share of the Common Stock on such date.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares shares of Common Stock underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares shares of Common Stock or the payment of a share stock dividend on Ordinary Shares Common Stock without receipt of consideration by the Company, (X) the number of Ordinary Shares shares of Common Stock with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares share of the Common Stock shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share share of the Common Stock shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 89, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares shares of Common Stock then covered by the Option, the number and class of shares of stock and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares shares of Common Stock then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares Common Stock by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Company’s Board of Directors in its discretion as to the number and price of Ordinary Sharesshares of Common Stock, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares shares of Common Stock subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board board of directors of the Company pursuant to this Section section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Common Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the CompanyPreferred Shares, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase including any change in the number of outstanding sharesCommon Shares or Preferred Shares outstanding, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares, or Preferred Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends), or otherwise, then, in each such event the Board shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately reduced, the Purchase Price and Redemption Price in effect at such time and the purchase price per Ordinary Share number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding not have had the foregoing effect of reducing or any other provision of this Section 8, any adjustment shall comply with limiting the requirements of Section 409A benefits the holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due b▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, In case the Company shall effect hereafter (i) pay a subdivision dividend or consolidation make a distribution on its Common Stock in shares of Ordinary Shares Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or the payment reverse-split its outstanding shares of Common Stock into a share dividend on Ordinary Shares without receipt smaller number of consideration shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, (X) then the Per Share Warrant Price and the number of Ordinary Warrant Shares with respect to which the Option may thereafter shall forthwith be exercised or satisfiedproportionately decreased and increased, as applicablerespectively, (i) in the event case of an increase a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(a) shall become effective on the record date in the case of outstanding shares, shall be proportionately increaseda dividend or distribution, and shall become effective immediately after the purchase price per Ordinary effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Codereadjusted accordingly. (b) If the Company recapitalizes In case of any capital reorganization or otherwise changes its capital structurereclassification, thereafter upon or any exercise consolidation or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities merger to which the Optionee Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled pursuant to the terms of the recapitalization ifreceive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such recapitalizationreorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the Optionee had been the holder of record application of the number provisions set forth in this Section 3 with respect to the rights and interests thereafter of Ordinary Shares then covered by the OptionHolder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) In No adjustment in the event Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of changes to the outstanding Ordinary Shares at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of extraordinary cash dividendthis subsection 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, reorganizationfurther, mergershowever, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes that adjustments shall be required and made in capitalization occurring after accordance with the date provisions of this Agreement and Section 3 (other than this subsection 3(c)) not otherwise provided for later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this sectionSection 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Option Company shall be adjusted entitled to make such reductions in the Per Share Warrant Price, in addition to those required by the Board this Section 3, as it in its discretion as shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the number and price of Ordinary Shares, other consideration subject Company to the Option, and/or other share numbers contained in this Agreementits stockholders shall not be taxable. (d) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Ordinary Warrant Shares subject in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the option shall be rounded to Holders of the nearest whole numberWarrants. (e) Any and all adjustments or actions taken by If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and binding shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine, in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) Upon the expiration of any rights, options, warrants or conversion privileges with respect to the issuance of which an adjustment to the Per Share Warrant Price had been made, if such option, right warrant or conversion shall not have been exercised, the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent this Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all purposessuch rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of this Warrant by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the terms provisions of Sections 11 and 12, and the recapitalization ifprovisions of Sections 7, immediately prior 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or actions taken by other appropriate instrum▇▇▇ evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends), or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split- offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the terms provisions of Sections 11 and 12, and the recapitalization ifprovisions of Sections 7, immediately prior 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or potential ------------------- economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the terms provisions of Sections 11 and 12, and the recapitalization ifprovisions of Sections 7, immediately prior 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such -------- ------- holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfSubject to any required action by the stockholders of the Company, and wheneverin the event that the outstanding shares of Common Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of reorganization, prior to merger, consolidation, recapitalization, reclassification, stock split, combination of shares or share dividends, the termination Board of this Agreement and the distribution to the Optionee Directors of Ordinary Shares underlying the Option, the Company shall effect adjust the number and kind of securities subject to the Stock Option. In any such case, the Board of Directors of the Company shall make such adjustment to the Stock Option without change in the total price applicable to the unexercised portion of the Stock Option and with a subdivision or consolidation of Ordinary Shares or corresponding adjustment in the payment of a share dividend on Ordinary Shares without receipt of consideration by Option Price. In the Company, (X) event that the number of Ordinary Shares with respect to which the Option may thereafter be exercised shares of Common Stock is increased by sale of additional shares or satisfied, as applicable, (i) in the event conversion of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing securities convertible into such shares or any other provision similar event not referred to in the first sentence of this Section 85 (a) , any adjustment shall comply with the requirements Board of Section 409A Directors of the Internal Revenue Code Company may in its discretion, but shall not be obligated to, adjust the number or kind of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option securities subject to Section 409A of the CodeStock Option. (b) If Should the Company recapitalizes sell all or otherwise changes substantially all of its capital structureassets and discontinue its business, thereafter upon any exercise or satisfactionmerge or consolidate with another entity, as applicableor liquidate or dissolve in connection with those events, of the Option, the Optionee shall be entitled to purchasethen, in lieu of the number of Ordinary Shares then covered by the Optionits obligation under Section 5 (a), the number Board of Directors of the Company may amend or adjust the Stock Option so as to terminate it completely, or to continue the Stock Option if exercisable at the date the Board of Directors of the Company adopted the plan of sale, merger, consolidation or liquidation, or may take other actions as it deems desirable and class appropriate. In any such case, however, the Optionee will be given either (i) a reasonable time in which to exercise the Stock Option before the effectiveness of shares the sale and discontinuation, merger, consolidation or liquidation, or (ii) the right to obtain for his payment of the Option Price, an equivalent amount of any securities to which the Optionee would have been entitled pursuant to obtain in consequence of that- event, had he exercised the terms Stock Option immediately before the plan of the recapitalization ifsale and discontinuation, immediately prior to such recapitalizationmerger, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionconsolidation or liquidation was adopted. (c) In Should the event Company be recapitalized in a transaction not covered by Section 5(a) by the issuance of changes any other class or classes of securities in exchange for the Common Stock, the Board of Directors of the Company shall amend the Stock Option to reflect an adjusted option price per unit of such securities as would equitably be obtained in accordance with the terms otherwise applicable to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreementactual exchange. (d) The number of Ordinary Shares subject to Company shall not be required upon the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board exercise of the Company Stock Option to issue or deliver fractional shares as a result of any adjustment pursuant to this Section 5. The Optionee shall be conclusive and binding for all purposesentitled to receive a cash payment in lieu of such fractional shares.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, In case the Company shall effect hereafter (i) pay a subdivision dividend or consolidation make a distribution on its Common Stock in shares of Ordinary Shares Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or the payment reverse-split its outstanding shares of Common Stock into a share dividend on Ordinary Shares without receipt smaller number of consideration shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, (X) then the Per Share Warrant Price and the number of Ordinary Warrant Shares with respect to which the Option may thereafter shall forthwith be exercised or satisfiedproportionately decreased and increased, as applicablerespectively, (i) in the event case of an increase a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of outstanding shares, Warrant Shares available for exercise under this Warrant shall be proportionately increasedremain the same. Adjustments made pursuant to this subsection 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the purchase price per Ordinary effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Codereadjusted accordingly. (b) If the Company recapitalizes In case of any capital reorganization or otherwise changes its capital structurereclassification, thereafter upon or any exercise consolidation or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities merger to which the Optionee Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled pursuant to the terms of the recapitalization ifreceive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such recapitalizationreorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the Optionee had been the holder of record application of the number provisions set forth in this Section 3 with respect to the rights and interests thereafter of Ordinary Shares then covered by the OptionHolder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) In If the event Company at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice its securities, or otherwise dispose of changes or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents (as defined below) entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Per Share Warrant Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Per Share Warrant Price, such issuance shall be deemed to have occurred for less than the Per Share Warrant Price on such date of the Dilutive Issuance), then the Per Share Warrant Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Per Share Warrant Price payable hereunder, after taking into account the decrease in the Per Share Warrant Price, shall be equal to the outstanding Ordinary Shares by reason aggregate Per Share Warrant Price prior to such adjustment. If shares of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges Common Stock or Common Stock Equivalents are issued or sold together with other stock or securities or other relevant changes assets of the Company for a consideration which covers both, the effective price per share shall be computed with regard to the portion of the consideration so received that may be reasonably determined in capitalization occurring good faith by the Board of Directors, to be allocable to such Common Stock or Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(c) in respect of an Exempt Issuance (as defined below). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(c), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(c), upon the occurrence of any Dilutive Issuance, after the date of this Agreement and not otherwise provided for under this section, such Dilutive Issuance the Option shall be adjusted by Holder is entitled to receive a number of Warrant Shares based upon the Board in its discretion as Base Share Price regardless of whether the Holder accurately refers to the number and price Base Share Price in the Notice of Ordinary SharesExercise. “Common Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other consideration subject instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “Exempt Issuance” means the Optionissuance of (a) shares of Common Stock or options to employees, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments officers or actions taken by the Board directors of the Company pursuant to any stock or option plan in effect on the date hereof or hereafter duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, but not securities issued in a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (d) less than 50,000 shares of Common Stock (subject to appropriate adjustment in the event of stock splits, stock combinations, and the like), in the aggregate, which do not otherwise meet the conditions of clauses (a), (b) or (c) of this Section shall be conclusive and binding for all purposesdefinition.

Certain Adjustments. (a) If, and whenever, prior to To preserve the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision actual or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A potential economic value of the Internal Revenue Code of 1986Rights, as amended (the “Code”) and in no event shall if at any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring time after the date of this Agreement and not otherwise provided for under this section, the Option there shall be adjusted any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends), or otherwise, then, in each such event the Board shall make such appropriate adjustments in its discretion as to the number of Preferred Shares (or the number and price kind of Ordinary other securities) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each Common Share, as the case may be) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, other consideration thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the Optionprovisions of Sections 11 and 12 and the other provisions of this Agreement (including Sections 7, and/or 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other share numbers contained securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Shares or other securities relating to a Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided in this Agreement. (d) The number Right Certificates shall represent the right to purchase Preferred Shares or other securities purchasable from time to time hereunder, including any adjustment or change in the securities purchasable upon exercise of Ordinary Shares subject the Rights, even though such certificates may continue to express the option shall be rounded to securities purchasable at the nearest whole numbertime of issuance of the initial Right Certificates. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due b▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring Company shall at any time after the date of this Agreement and not (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided for under in this sectionSection 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Option shall be adjusted by Purchase Price in effect at the Board in its discretion as to time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and price kind of Ordinary Sharesshares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other consideration subject capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Option, and/or other share numbers contained adjustment provided for in this AgreementSection 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (dii) The number In the event: (1) any Acquiring Person or any Associate or Affiliate of Ordinary Shares subject to any Acquiring Person, at any time after the option date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be rounded to the nearest whole number. (e) Any continuing or surviving corporation of such merger or combination and all adjustments or actions taken by the Board Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to this Section shall be conclusive the terms of any such plan), alone or together with its Affiliates and binding for all purposes.Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an

Certain Adjustments. If the Company shall subdivide or split (whether by distribution or otherwise) the outstanding Common Units, OUS Units or Profits Interest Units into a greater number of Units or combine or reclassify the outstanding Common Units, OUS Units or Profits Interest Units into a smaller number of Units, (a) Ifthe same subdivision, and wheneversplit, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision combination or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedreclassification, as applicable, (i) in the event of an increase in the number of outstanding sharescase may be, shall be proportionately increased, and carried out on the purchase price per Ordinary Shares shall be proportionately reduced, outstanding Preferred Units and (iib) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement Liquidation Preference shall be appropriately adjusted. Notwithstanding By way of example, if the foregoing Common Units, OUS Units or Profits Interest Units are split 10 to 1, then the Preferred Units will also be split 10 to 1 and the Liquidation Preference then in effect will be multiplied by 1/10. Upon the occurrence of any other provision such adjustment to the Preferred Units, the Company shall (i) compute such adjustment in accordance with the terms hereof and furnish to the holders of the Preferred Units a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based, (ii) appropriately adjust Schedule I hereto and (iii) issue to each holder of Preferred Units, upon the surrender of the Certificate or Certificates representing such holder’s Preferred Units at the time of such adjustment, a new Certificate or Certificates appropriately reflecting such adjustment. Adjustments shall be made successively whenever any event giving rise to such an adjustment under this Section 5 of this Section 8, any adjustment Annex C shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Codeoccur. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring Company shall at any time after the date of this Agreement and not (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided for under in this sectionSection 11(a) and Section 7(e), the Option Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, that such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or Adverse Person or any Associate or Affiliate of an Acquiring Person or Adverse Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company, enter into a share exchange with the Company, or otherwise combine with the Company, and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23, any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person or Adverse Person, or (B) during such time as there is an Acquiring Person or Adverse Person, there shall be any reclassification of securities (including any reverse stock split) or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) apply (whether or not with or into or otherwise involving an Acquiring Person or Adverse Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or Adverse Person or any Associate or Affiliate of any Acquiring Person or Adverse Person, then, promptly following the occurrence of any such event described in Section 11(a)(ii)(A) or (B) hereof, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-over Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price (determined pursuant to Section 11(d)) per share of Common Stock on the date of such first occurrence (such number of shares, the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Charter but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value"), and (B) with respect to each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, such as the Preferred Stock, which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Flip-in its discretion Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the number extent available) and price then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of Ordinary Sharesthe preceding sentence, other consideration the term "Spread" shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board determines in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as extended, is herein called the "Substitution Period"). To the extent that action is to be taken pursuant to the first and/or third sentences of this Section 11(a)(iii), the Company (1) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (2) may suspend the Optionexercisability of the Rights until the expiration of the Substitution Period in order to seek such stockholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, and/or other share numbers contained the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Agreement. (d) The number Section 11(a)(iii), the value of Ordinary Shares subject to the option each Adjustment Share shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board Current Market Price per share of the Company pursuant to this Section Common Stock on the Flip-in Trigger Date and the per share or per unit value of any Common Stock Equivalent shall be conclusive and binding for all purposesdeemed to equal the Current Market Price per share of the Common Stock on such date.

Certain Adjustments. (a) Ifi. In the event of any change in the capital structure or business of the Company by reason of any stock dividend or extraordinary dividend, and wheneverstock split or reverse stock split, prior to recapitalization or reclassification of its capital stock, any sale or transfer of all or substantially all of the termination of this Agreement Company's assets or business, or any similar change affecting the Company's capital structure and the distribution Company determines an adjustment is appropriate under this Agreement, then the aggregate number of shares which thereafter may be issued and the Exercise Price of such shares pursuant to this Section 3 shall be appropriately adjusted consistent with such change. ii. In the Optionee event of Ordinary Shares underlying the Option, a merger or consolidation or similar event in which the Company shall effect a subdivision is not the surviving entity or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of any transaction that results in the acquisition of all or substantially all of the Company's outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert (an increase in "Acquisition Event"), then the Holder shall thereafter upon exercise of an Option be entitled to receive the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event shares of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any capital stock or other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing securities or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A property of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities successor corporation resulting from such Acquisition Event to which the Optionee Common Stock of the Company, deliverable upon the exercise of this Option, would have been entitled pursuant upon such Acquisition Event if this Option had been exercised immediately prior to such Acquisition Event. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Option with respect to the rights and interests thereafter of the Holder such that the provisions set forth in this Option (including those relating to adjustments of the Exercise Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise hereof as if this Option had been exercised immediately prior to such Acquisition Event and the Holder hereof had carried out the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise exchange as provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreementsuch Acquisition Event. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the terms provisions of Sections 11 and 12, and the recapitalization ifprovisions of Sections 7, immediately prior 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. i) In the event the Company shall at any time after the date of this Agreement (aA) Ifdeclare a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive b y virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). ii) In the event: (1) Any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board of Directors, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board of Directors, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or b) During such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip- over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (iwhether described in Section 11(a)(ii)(A) in the event of an increase in the number of outstanding sharesor (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event made so that each holder of a reduction Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares shares of Common Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to of Common Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by reason the Board based upon the advice of extraordinary cash dividenda nationally recognized investment banking firm selected by the Board; provided, reorganizationhowever, mergers, consolidations, combinations, splitthat if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Event (the date of this Agreement such Flip-In Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and not otherwise provided without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for under this sectionissuance upon exercise in full of the Rights, the Option thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action needs to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be adjusted the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, or (3) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in its discretion as Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the number and price Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of Ordinary Sharesthis Section 11(a)(iv), other consideration the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the Optionexercisability of the Rights, and/or other share numbers contained but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Agreement. (d) The number Section 11(a)(iv), the value of Ordinary Shares subject to the option Common Stock shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board Current Market Price per share of the Company pursuant to this Section Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be conclusive and binding for all purposesdeemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, In case the Company shall effect hereafter (i) pay a subdivision dividend or consolidation make a distribution on its Common Stock in shares of Ordinary Shares Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or the payment reverse-split its outstanding shares of Common Stock into a share dividend on Ordinary Shares without receipt smaller number of consideration shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, (X) then the Per Share Warrant Price and the number of Ordinary Warrant Shares with respect to which the Option may thereafter shall forthwith be exercised or satisfiedproportionately decreased and increased, as applicablerespectively, (i) in the event case of an increase a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of outstanding shares, Warrant Shares available for exercise under this Warrant shall be proportionately increasedremain the same. Adjustments made pursuant to this Section 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the purchase price per Ordinary effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Codereadjusted accordingly. (b) If the Company recapitalizes In case of any capital reorganization or otherwise changes its capital structurereclassification, thereafter upon or any exercise consolidation or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities merger to which the Optionee Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled pursuant to the terms of the recapitalization ifreceive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such recapitalizationreorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the Optionee had been the holder of record application of the number provisions set forth in this Section 3 with respect to the rights and interests thereafter of Ordinary Shares then covered by the OptionHolder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) In No adjustment in the event Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of changes to the outstanding Ordinary Shares at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of extraordinary cash dividendthis Section 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, reorganizationfurther, mergershowever, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes that adjustments shall be required and made in capitalization occurring after accordance with the date provisions of this Agreement and Section 3 (other than this subsection 3(i)) not otherwise provided for later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this sectionSection 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Option Company shall be adjusted entitled to make such reductions in the Per Share Warrant Price, in addition to those required by the Board this Section 3, as it in its discretion as shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the number and price of Ordinary Shares, other consideration subject Company to the Option, and/or other share numbers contained in this Agreementits stockholders shall not be taxable. (d) The Whenever the Per Share Warrant Price or the number of Ordinary Warrant Shares subject is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the option Holders of the Warrants. The Company may, but shall not be rounded obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the nearest whole numberHolders of the Warrants. (e) Any and all adjustments or actions taken by If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and binding for all purposesshall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine, in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding sharesat such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event; provided, that if those Directors participating in such determination shall disagree, the determination shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained made in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A such manner as approved by a majority of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the CodeContinuing Directors. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by such securities so receivable upon exercise of any Right and the Option, the number Purchase Price thereof shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer with prompt notice thereof to the Rights Agent until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring Company shall at any time after the date of this Agreement and not (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided for under in this sectionSection 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights - Termination of Acquiring Person's Rights), the Option shall be adjusted by Purchase Price in effect at the Board in its discretion as to time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and price kind of Ordinary Sharesshares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other consideration subject capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Option, and/or other share numbers contained adjustment provided for in this AgreementSection 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (dii) The number In the event: (1) any Acquiring Person or any Associate or Affiliate of Ordinary Shares any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the option shall be rounded Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the nearest whole number. (e) Any terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all adjustments or actions taken outstanding shares of Common Stock at a price and on terms determined by the Board of Directors, prior to the public announcement of such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the Board of Directors, to be (a) at a price which is fair to the stockholders of the Company pursuant (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to this Section realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be conclusive and binding for all purposes.any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power - Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person,

Certain Adjustments. (ai) IfIn the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (iwhether described in Section 11(a)(ii)(A) in the event of an increase in the number of outstanding sharesor (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event made so that each holder of a reduction Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one- thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon exercise of the Rights and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by reason the Board based upon the advice of extraordinary cash dividenda nationally recognized investment banking firm selected by the Board; provided, reorganizationhowever, mergers, consolidations, combinations, splitthat if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Event (the date of this Agreement such Flip-in Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and not otherwise provided without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for under this sectionissuance upon exercise in full of the Rights, the Option thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to as the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be adjusted the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in its discretion as Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the number and price Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of Ordinary Sharesthis Section 11(a)(iv), other consideration the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the Optionexercisability of the Rights, and/or other share numbers contained but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Agreement. (d) The number Section 11(a)(iv), the value of Ordinary Shares subject to the option Common Stock shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board Current Market Price per share of the Company pursuant to this Section Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be conclusive and binding for all purposesdeemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) If9.1 In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend thereon or their subdivision or consolidation, the number of Shares reserved for the Option shall be adjusted accordingly by the Board or the Committee to such extent as they deem proper in their discretion. In such event, the number of, and wheneverthe price payable for, prior the Shares that are then subject to the termination Option may also be adjusted by the Board or the Committee to such extent, if any, as they deem proper in their discretion. 9.2 If at any time after the date of this Agreement and the distribution prior to the Optionee expiration of Ordinary Shares underlying the term of the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reducedreclassified, and (ii) reorganized or otherwise changed, otherwise than as specified in the event Section 9.1 of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding or, subject to the foregoing or any other provision provisions of subsection 10.1(a) of this Section 8Agreement, any adjustment the Corporation shall comply consolidate, merge or amalgamate with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended or into another corporation (the “Code”) and in no event shall any adjustment be made which would render corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option"Successor Corporation"), the Optionee shall be entitled to purchase, receive upon the subsequent exercise of the Option in accordance with the terms of this Agreement and shall accept in lieu of the number of Ordinary Shares then covered by to which he was theretofore entitled upon such exercise but for the Optionsame aggregate consideration payable therefore, the aggregate number and class of shares and of the appropriate class and/or other securities to which of the Corporation or the Successor Corporation (as the case may be) and/or other consideration from the Corporation or the Successor Corporation (as the case may be) that the Optionee would have been entitled pursuant to receive as a result of such reclassification, reorganization or other change or, subject to the terms provisions of subsection 10.1(a) of this Agreement, as a result of such consolidation, merger or amalgamation, if on the recapitalization ifrecord date of such reclassification, immediately prior to reorganization or other change or the effective date of such recapitalizationconsolidation, merger or amalgamation, as the Optionee case may be, he had been the registered holder of record of the number of Ordinary Shares then covered by the Optionto which he was theretofore entitled upon such exercise. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Common Shares or the payment Preferred Shares, whether by reason of a share dividend on Ordinary stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in PAGE20 capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares without receipt of consideration by or Preferred Shares, as the case may be (other than the Rights or regular quarterly cash dividends), or otherwise, then, in each such event the Company, (X) the number 's Board of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase Directors shall make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfactionIf, as applicable, a result of the Optionan adjustment made pursuant to Section 12(a), the Optionee holder of any Right thereafter exercised shall be become entitled to purchasereceive any securities other than Preferred Shares, in lieu of then the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11(a) and 12(a), and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date right to purchase, for the Purchase Price, the adjusted number and kind of this Agreement and not otherwise provided for securities purchasable from time to time under this sectionRights Agreement upon exercise of the Rights, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued under this Rights Agreement. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such -------- ------- holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposes.event requiring such adjustment. PAGE21

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, In case the Company shall effect (i) pay a subdivision stock dividend (in excess of 5% of the issued and outstanding Common Stock) or consolidation make a distribution to holders of Ordinary Shares Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) split its outstanding shares of Common Stock into a larger number of shares (iv) combine its outstanding shares of Common Stock into a smaller number of shares, or the payment (v) issue by reclassification of a share dividend on Ordinary Shares without receipt its shares of consideration by Common Stock any shares of capital stock of the Company, (XA) the Warrant Exercise Price shall be increased or decreased, as the case may be, to any amount which shall bear the same relation to the Exercise Price in effect immediately prior to such action as the total number of shares outstanding immediately prior to such action shall bear to the total number of shares outstanding immediately after such action and (B) the Warrants automatically shall be adjusted so that they shall thereafter evidence the right to purchase the kind and number of Warrant Shares or other securities which the holder of the Warrants would have owned and would have been entitled to receive after such action if the Warrants had been exercised immediately prior to such action or any record date with respect thereto. By way of example, and not in limitation, if the Company declares a stock split on a two for one basis, the number of Ordinary Warrant Shares with respect to which that may then be purchased, under each of the Option may thereafter SERIES F-1 Warrant and SERIES F-2 warrant respectively, would be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase two Warrant Shares at a price per Ordinary Shares shall be proportionately reducedshare of $0.275 and $0.375, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Coderespectively. (b) If during term of this Warrant the Company recapitalizes shall offer, sell, grant any option to purchase or offer, sell or grant any right to re-price its securities, or otherwise changes dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition), Additional Shares of Common Stock (as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price (subject to proportional adjustment in the event of combinations, subdivisions, recapitalizations and the like), then forthwith upon the occurrence of any such event, then the Exercise Price shall be reduced to match such lower conversion price, warrant strike price or stock price. In the event that the Company issues a security with a conversion price or strike price that varies with market conditions, then the price governing this “full-ratchet anti-dilute” provision will include in its capital structurechoice-set from which to choose the lowest price for ratcheting the lowest price available to any investor in a security with such a variable conversion or strike price as indicated by market conditions or, thereafter upon any exercise or satisfaction, as applicable, of the Optionat Holder’s option, the Optionee shall right to alter his conversion feature, strike price or stock price to be entitled to purchase, in lieu of the number of Ordinary Shares then covered governed by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionthat same variable price formula. (c) In Unless the event of changes Holder delivers to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Company irrevocable written notice prior to the date hereof or sixty-one days prior to the effective date of such notice that this Agreement and Section 6(c) shall not otherwise provided for under this sectionapply to such Purchaser, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The Investor may not acquire a number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board shares of the Company Common Stock pursuant to this Section 6 to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Investor’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (including shares held by any “group” of which the holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 9.99% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, and applicable regulations of the Securities and Exchange Commission, and the percentage held by the holder shall be conclusive and binding for all purposesdetermined in a manner consistent with the provisions of Section 13(d) of the Securities Exchange Act of 1934, as amended.

Certain Adjustments. (ai) If, and whenever, prior to In the termination event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the distribution to the Optionee number and kind of Ordinary Shares underlying the Option, the Company shall effect a subdivision shares of Preferred Stock or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedcapital stock, as applicablethe case may be, (i) in the event of an increase in the number of outstanding sharesissuable on such date, shall be proportionately increased, and adjusted so that the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event holder of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee Right exercised after such time shall be entitled to purchasereceive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event that: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by a majority of the Board after receiving advice from one or more recognized investment banking firms selected by the Board, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its Subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of Ordinary Shares one one-hundredth of a share of Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-hundredth of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Restated Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares by reason Current Value (less the amount of extraordinary cash dividendany reduction in the Purchase Price), reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in its discretion Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the number extent available) and price then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Ordinary SharesCommon Stock could be authorized for issuance upon exercise in full of the Rights, other consideration the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the Optionexercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, and/or other the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share numbers contained of the Common Stock on the Flip-in this AgreementTrigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (div) The number If the rules of Ordinary Shares subject the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be conclusive the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and binding for all purposesthe value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (ai) IfIn the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board of Directors, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board of Directors, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (iwhether described in Section 11(a)(ii)(A) in the event of an increase in the number of outstanding sharesor (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event made so that each holder of a reduction Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by reason the Board based upon the advice of extraordinary cash dividenda nationally recognized investment banking firm selected by the Board; provided, reorganizationhowever, mergers, consolidations, combinations, splitthat if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Event (the date of this Agreement such Flip-in Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and not otherwise provided without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for under this sectionissuance upon exercise in full of the Rights, the Option thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be adjusted the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in its discretion as Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the number and price Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of Ordinary Sharesthis Section 11(a)(iv), other consideration the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the Optionexercisability of the Rights, and/or other share numbers contained but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Agreement. (d) The number Section 11(a)(iv), the value of Ordinary Shares subject to the option Common Stock shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board Current Market Price per share of the Company pursuant to this Section Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be conclusive and binding for all purposesdeemed to have the same value as the Common Stock on such date.

Certain Adjustments. (ai) If, and whenever, prior to In the termination event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the shares of the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the distribution to the Optionee number and kind of Ordinary Shares underlying the Option, the Company shall effect a subdivision shares of Preferred Stock or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedcapital stock, as applicablethe case may be, (i) in the event of an increase in the number of outstanding sharesissuable on such date, shall be proportionately increased, and adjusted so that the purchase price per Ordinary Shares holder of any Right exercised after such time shall be proportionately reducedentitled to receive, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A upon payment of the Internal Revenue Code aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of 1986shares of Preferred Stock or capital stock, as amended the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the “Code”case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification; provided, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment be made which would render the Option subject required pursuant to Section 409A of the Code11(a)(ii). (bii) If Subject to Section 23 and Section 24, in the Company recapitalizes event that any Person alone or otherwise changes together with its capital structureAffiliates and Associates, thereafter upon shall, at any exercise or satisfactiontime after the Rights Dividend Declaration Date, as applicablebecome an Acquiring Person (a “Flip-In Event”) then, promptly following the occurrence of the Optionany such Flip-in Event, the Optionee proper provision shall be entitled made so that each holder of a Right (except as provided below and in Section 7(e)) shall thereafter have the right to purchasereceive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder “Purchase Price” for each Right and for all purposes of record this Agreement) by 50% of the “Current Market Price” per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option“Adjustment Shares”). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company’s Certificate of Incorporation, as amended, but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the outstanding Ordinary exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares by reason issuable upon the exercise of extraordinary cash a Right (the “Current Value”) over (2) the Purchase Price (such excess, the “Spread”), and (B) with respect to each Right, subject to Section 7(e), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have substantially the same dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes voting and liquidation rights as shares of Common Stock and are deemed in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken good faith by the Board of Directors to have substantially the same value as the shares of Common Stock (such shares of preferred stock being referred to as “Common Stock Equivalents”)), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-in Event being referred to herein as the “Flip-in Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the shares of Common Stock shall be conclusive the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and binding the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all purposesoutstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the shares of Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, In case the Company shall effect (i) pay a subdivision stock dividend (in excess of 5% of the issued and outstanding Common Stock) or consolidation make a distribution to holders of Ordinary Shares Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) split its outstanding shares of Common Stock into a larger number of shares (iv) combine its outstanding shares of Common Stock into a smaller number of shares, or the payment (v) issue by reclassification of a share dividend on Ordinary Shares without receipt its shares of consideration by Common Stock any shares of capital stock of the Company, (XA) the Warrant Exercise Price shall be increased or decreased, as the case may be, to any amount which shall bear the same relation to the Exercise Price in effect immediately prior to such action as the total number of shares outstanding immediately prior to such action shall bear to the total number of shares outstanding immediately after such action and (B) the Warrants automatically shall be adjusted so that they shall thereafter evidence the right to purchase the kind and number of Warrant Shares or other securities which the holder of the Warrants would have owned and would have been entitled to receive after such action if the Warrants had been exercised immediately prior to such action or any record date with respect thereto. By way of example, and not in limitation, if the Company declares a stock split on a two for one basis, the number of Ordinary Warrant Shares with respect to which that may then be purchased, under each of the Option may thereafter SERIES F-1 Warrant and SERIES F-2 warrant respectively, would be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase two Warrant Shares at a price per Ordinary Shares shall be proportionately reducedshare of $0.275 and $0.375, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Coderespectively. (b) If during term of this Warrant the Company recapitalizes shall offer, sell, grant any option to purchase or offer, sell or grant any right to re-price its securities, or otherwise changes dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition), Additional Shares of Common Stock (as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price (subject to proportional adjustment in the event of combinations, subdivisions, recapitalizations and the like), then forthwith upon the occurrence of any such event, then the Exercise Price shall be reduced to match such lower conversion price, warrant strike price or stock price. In the event that the Company issues a security with a conversion price or strike price that varies with market conditions, then the price governing this “full-ratchet anti-dilute” provision will include in its capital structurechoice-set from which to choose the lowest price for ratcheting the lowest price available to any investor in a security with such a variable conversion or strike price as indicated by market conditions or, thereafter upon any exercise or satisfaction, as applicable, of the Optionat Holder’s option, the Optionee shall right to alter his conversion feature, strike price or stock price to be entitled to purchase, in lieu of the number of Ordinary Shares then covered governed by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionthat same variable price formula. (c) In Unless the event of changes Holder delivers to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Company irrevocable written notice prior to the date hereof or sixty-one days prior to the effective date of such notice that this Agreement and Section 6(c) shall not otherwise provided for under this sectionapply to such Purchaser, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The Investor may not acquire a number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board shares of the Company Common Stock pursuant to this Section 6 to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Investor’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (including shares held by any “group” of which the holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 9.99% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, and applicable regulations of the Securities and Exchange Commission, and the percentage held by the holder shall be conclusive and binding for all purposesdetermined in a manner consistent with the provisions of Section 13(d) of the Securities Exchange Act of 1934, as amended. 7.

Certain Adjustments. The number of Conversion Shares issuable upon conversion of this Debenture or any portion thereof (or any shares of stock or other securities or property at the time receivable or issuable upon conversion of this Debenture or any portion thereof) and the Conversion Price therefor are subject to adjustment upon the occurrence of any of the following events between the Original Issue Date and the date that all obligations hereunder are repaid or this Debenture is converted into Conversion Shares: a) If, and whenever, prior to the termination The Conversion Price of this Agreement and the distribution Debenture will be proportionally adjusted to the Optionee of Ordinary Shares underlying the Optionreflect any stock dividend, the Company shall effect a subdivision stock split, reverse stock split, reclassification, recapitalization or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the other similar event of an increase in affecting the number of outstanding sharesConversion Shares. b) In case of any Change of Control Transaction or Fundamental Transaction then, shall the Holder, upon the conversion of this Debenture at any time after the consummation of such Change of Control Transaction or Fundamental Transaction (as the case may be), will be proportionately increasedentitled to receive, in lieu of the stock or other securities and property receivable upon the purchase price per Ordinary Shares shall conversion of this Debenture prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such Change of Control Transaction or Fundamental Transaction (as the case may be) if the Holder had converted this Debenture immediately prior thereto, subject to further adjustment as provided in this Debenture, and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) will be proportionately reduced, and (ii) made in the event application of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained provisions in this Agreement shall Section with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Section will thereafter be appropriately adjusted. Notwithstanding applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the foregoing or any other provision conversion of this Section 8Debenture. The Company will cause the successor or purchasing corporation in any such reorganization, any adjustment shall comply with consolidation or merger (if other than the requirements of Section 409A Company) to duly execute and deliver to the Holder a supplement hereto reasonably acceptable to the Holder acknowledging such entity’s obligations under this Debenture and, in each such case, the terms of the Internal Revenue Code Debenture will be applicable to the shares of 1986stock or other securities or property receivable upon the conversion of this Debenture after the consummation of such reorganization, as amended consolidation or merger. c) In case all the authorized Conversion Shares of the Company are converted, pursuant to the Company’s Certificate of Incorporation, into other securities or property, or the Common Stock otherwise ceases to exist, then, in such case, the Holder, upon conversion of this Debenture at any time after the date on which the Common Stock is so converted or ceases to exist (the “CodeEnd Date”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure), thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchasewill receive, in lieu of the number of Ordinary Conversion Shares then covered by that would have been issuable upon such exercise immediately prior to the OptionEnd Date (the “Former Number of Conversion Shares”), the number stock and class of shares other securities and securities to property which the Optionee Holder would have been entitled pursuant to receive upon the End Date if the Holder had converted this Debenture with respect to the terms Former Number of the recapitalization if, Conversion Shares immediately prior to such recapitalizationthe End Date (all subject to further adjustment as provided in this Debenture). The Company will, at its expense, cause an authorized officer promptly to prepare a written certificate showing each adjustment or readjustment of the Optionee had been the holder of record of Conversion Price, or the number of Ordinary Conversion Shares then covered by the Option. (c) In the event or other securities issuable upon conversion of changes this Debenture and cause such certificate to be delivered to the outstanding Ordinary Shares by reason Holder in accordance with the notice provisions set forth in this Debenture. The certificate will describe the adjustment or readjustment and include a description in reasonable detail of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges the facts on which the adjustment or other relevant changes in capitalization occurring after the date readjustment is based. The form of this Agreement and Debenture need not otherwise provided for under this sectionbe changed because of any adjustment in the Conversion Price, as the Option shall be adjusted by case may be, or in the Board number of Conversion Shares issuable upon its conversion, unless the Holder determines in its discretion as reasonable judgment that a change to the number and price form of Ordinary Shares, other consideration subject this Debenture is necessary in order to effect the Option, and/or other share numbers contained in this Agreement. (d) The number provisions of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes5.

Certain Adjustments. (a) If, and whenever, prior The Exercise Price shall be subject to adjustment from time to time as follows: (i) In the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, event that the Company shall effect (A) pay a subdivision dividend or consolidation make a distribution to all its stockholders, in shares of Ordinary Shares Common Stock, on any class of capital stock of the Company or the payment of a share dividend on Ordinary Shares without receipt of consideration any subsidiary which is not directly or indirectly wholly owned by the Company, (XB) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the Exercise Price in effect immediately prior thereto shall be adjusted so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to receive the number of Ordinary Shares with respect shares of Common Stock that such Holder would have owned or have been entitled to which receive after the Option may thereafter be occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or satisfieddistribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as applicable, (i) the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the event close of an increase in business on the record date for such dividend for purposes of calculating the number of outstanding shares, shares of Common Stock under clauses (c) and (c) below. (ii) No adjustment in the Exercise Price shall be proportionately increasedrequired unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 6(a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6(a) shall be made to the nearest cent or nearest 1/100th of a share. (iii) The Company from time to time may reduce the Exercise Price by any amount for any period of time in the discretion of the Board of Directors. A voluntary reduction of the Exercise Price does not change or adjust the Exercise Price otherwise in effect for purposes of this Section 6(a). (iv) In the event that, at any time as a result of an adjustment made pursuant to Sections 6(a)(i) through 6(a)(ii) above, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections 6(a)(i) through 6(a)(iv) above, and the purchase price per Ordinary Shares other provisions of this Section 6(a) with respect to the Common Stock shall apply on like terms to any such other shares. (b) In case of any reclassification of the Common Stock (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be proportionately reducedmade as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The provisions of this Section 6(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (c) If (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 6(a); (ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; (iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder’s address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 6(c). (d) Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly file with the transfer agent for the Warrants a certificate of an officer of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder. (e) In any case in which Section 6(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 6(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 6(h). (f) In case the Company shall take any action affecting the Common Stock, other than actions described in this Section 6, which in the event opinion of a reduction the Board of Directors would materially adversely affect the exercise right of the Holders, the Exercise Price may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be equitable in the number of outstanding sharescircumstances; provided, shall be proportionately reducedhowever, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and that in no event shall the Board of Directors be required to take any adjustment be made which would render the Option subject to Section 409A of the Codesuch action. (bg) If For the Company recapitalizes purpose of any computation under Section 2(b) or otherwise changes its capital structurethis Section 6, thereafter upon any exercise or satisfaction, as applicable, the “Current Market Price” per share of Common Stock shall mean the VWAP of the Option, Common Stock on the Optionee shall be entitled to purchase, day in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionquestion. (ch) In The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the event Company upon the exercise of changes this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the outstanding Ordinary Shares by reason same fraction of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the Current Market Price of such share of Common Stock on the date of exercise of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this AgreementWarrant. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (ai) IfIn the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23, any Person shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) apply (whether or satisfiednot with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (iwhether described in Section 11(a)(ii)(A) in the event of an increase in the number of outstanding sharesor (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event made so that each holder of a reduction Right (except as provided below and in Section 7(e) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by reason the Board based upon the advice of extraordinary cash dividenda nationally recognized investment banking firm selected by the Board; provided, reorganizationhowever, mergers, consolidations, combinations, splitthat if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Event (the date of this Agreement such Flip-in Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and not otherwise provided without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for under this sectionissuance upon exercise in full of the Rights, the Option thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall promptly notify the Rights Agent thereof and shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt notice to the Rights Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be adjusted the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in its discretion as Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the number and price Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of Ordinary Sharesthis Section 11(a)(iv), other consideration the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the Optionexercisability of the Rights, and/or other share numbers contained but not longer than ninety (90) calendar days after the Flip-in this Agreement. Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall promptly notify the Rights Agent thereof and shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (d) The number of Ordinary Shares subject with prompt notice to the option Rights Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board Current Market Price per share of the Company pursuant to this Section Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be conclusive and binding for all purposesdeemed to have the same value as the Common Stock on such date.

Certain Adjustments. i) In the event the Company shall at any time after the date of this Agreement (aA) Ifdeclare a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). ii) In the event: (1) Any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless, in the case of either clause (1) or (2) above, the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board of Directors, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board of Directors, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or b) During such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (iwhether described in Section 11(a)(ii)(A) in the event of an increase in the number of outstanding sharesor (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event made so that each holder of a reduction Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares shares of Common Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to of Common Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights --Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by reason the Board based upon the advice of extraordinary cash dividenda nationally recognized investment banking firm selected by the Board; provided, reorganizationhowever, mergers, consolidations, combinations, splitthat if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Event (the date of this Agreement such Flip-In Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and not otherwise provided without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for under this sectionissuance upon exercise in full of the Rights, the Option thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action needs to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be adjusted the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, or (3) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in its discretion as Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the number and price Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of Ordinary Sharesthis Section 11(a)(iv), other consideration the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the Optionexercisability of the Rights, and/or other share numbers contained but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Agreement. (d) The number Section 11(a)(iv), the value of Ordinary Shares subject to the option Common Stock shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board Current Market Price per share of the Company pursuant to this Section Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be conclusive and binding for all purposesdeemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends), or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding sharesat such time (including, without limitation, the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder’s right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) IfTo preserve the actual or potential -------------------- economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Common Shares or the payment Preferred Shares, whether by reason of a share dividend on Ordinary Shares without receipt stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of consideration by the Companysecurities, (X) the number split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of Ordinary Shares with respect cash, assets, evidences of indebtedness or subscription rights, options or warrants to which the Option may thereafter be exercised holders of Common Shares, or satisfiedPreferred Shares, as applicablethe case may be (other than distribution of the Rights or regular quarterly cash dividends), (i) or otherwise, then, in each such event the event of an increase Board shall make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained further adjustment as provided in this Rights Agreement. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or actions taken by other appropriate instru▇▇▇▇ evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) If1. In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend thereon or their subdivision or consolidation, the number of Shares reserved for the Option shall be adjusted accordingly by the Board or the Committee to such extent as they deem proper in their discretion. In such event, the number of, and wheneverthe price payable for, prior the Shares that are then subject to the termination Option may also be adjusted by the Board or the Committee to such extent, if any, as they deem proper in their discretion. 2. If at any time after the date of this Agreement and the distribution prior to the Optionee expiration of Ordinary Shares underlying the term of the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reducedreclassified, and (ii) reorganized or otherwise changed, otherwise than as specified in the event Section 8.1 of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding or, subject to the foregoing or any other provision provisions of subsection 8.1(a) of this Section 8Agreement, any adjustment the Corporation shall comply consolidate, merge or amalgamate with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the “CodeSuccessor Corporation”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option), the Optionee shall be entitled to purchase, receive upon the subsequent exercise of the Option in accordance with the terms of this Agreement and shall accept in lieu of the number of Ordinary Shares then covered by to which he was theretofore entitled upon such exercise but for the Optionsame aggregate consideration payable therefor, the aggregate number and class of shares and of the appropriate class and/or other securities to which of the Corporation or the Successor Corporation (as the case may be) and/or other consideration from the Corporation or the Successor Corporation (as the case may be) that the Optionee would have been entitled pursuant to receive as a result of such reclassification, reorganization or other change or, subject to the terms provisions of subsection 8.1(a) of this Agreement, as a result of such consolidation, merger or amalgamation, if on the recapitalization ifrecord date of such reclassification, immediately prior to reorganization or other change or the effective date of such recapitalizationconsolidation, merger or amalgamation, as the Optionee case may be, he had been the registered holder of record of the number of Ordinary Shares then covered by the Optionto which he was theretofore entitled upon such exercise. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Common Shares or the payment Preferred Shares, whether by reason of a share dividend on Ordinary stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedPreferred Shares, as applicablethe case may be (other than distribution of the Rights or regular quarterly cash dividends), (i) or otherwise, then, in each such event the event Board of an increase Directors shall make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding sharesat such time (including, without limitation, the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments above the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (a) If9.1 In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend thereon or their subdivision or consolidation, the number of Shares reserved for the Option shall be adjusted accordingly by the Board to such extent as they deem proper in their discretion. In such event, the number of, and wheneverthe price payable for, the Shares that are then subject to the Option may also be adjusted by the Board to such extent, if any, as they deem proper in their discretion. 9.2 If at any time after the date of this Option Agreement and prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A expiration of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, term of the Option, the Optionee Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 9 of this Option Agreement, or the Corporation shall consolidate, merge or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the “Successor Corporation”), the Option Holder shall be entitled to purchase, receive upon the subsequent exercise of the Option in accordance with the terms of this Option Agreement and shall accept in lieu of the number of Ordinary Shares then covered by to which he was theretofore entitled upon such exercise but for the Optionsame aggregate consideration payable therefor, the aggregate number and class of shares and of the appropriate class and/or other securities to which of the Optionee Corporation or the Successor Corporation (as the case may be) and/or other consideration from the Corporation or the Successor Corporation (as the case may be) that the Option Holder would have been entitled pursuant to receive as a result of such reclassification, reorganization or other change or, subject to the terms provisions of subsection 9.1 of this Option Agreement, as a result of such consolidation, merger or amalgamation, if on the recapitalization ifrecord date of such reclassification, immediately prior to reorganization or other change or the effective date of such recapitalizationconsolidation, merger or amalgamation, as the Optionee case may be, he had been the registered holder of record of the number of Ordinary Shares then covered by the Optionto which he was theretofore entitled upon such exercise. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (ai) IfIn the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board of Directors, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board of Directors, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (iwhether described in Section 11(a)(ii)(A) in the event of an increase in the number of outstanding sharesor (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event made so that each holder of a reduction Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares one one-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-hundredths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by reason the Board based upon the advice of extraordinary cash dividenda nationally recognized investment banking firm selected by the Board; provided, reorganizationhowever, mergers, consolidations, combinations, splitthat if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Event (the date of this Agreement such Flip-in Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and not otherwise provided without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for under this sectionissuance upon exercise in full of the Rights, the Option thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be adjusted the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in its discretion as Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the number and price Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of Ordinary Sharesthis Section 11(a)(iv), other consideration the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the Optionexercisability of the Rights, and/or other share numbers contained but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Agreement. (d) The number Section 11(a)(iv), the value of Ordinary Shares subject to the option Common Stock shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board Current Market Price per share of the Company pursuant to this Section Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be conclusive and binding for all purposesdeemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) If, and whenever, prior The Exercise Price shall be subject to adjustment from time to time as follows: (i) In the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, event that the Company shall effect (A) pay a subdivision dividend or consolidation make a distribution to all its stockholders, in shares of Ordinary Shares Common Stock, on any class of capital stock of the Company or the payment of a share dividend on Ordinary Shares without receipt of consideration any subsidiary which is not directly or indirectly wholly owned by the Company, (XB) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the Exercise Price in effect immediately prior thereto shall be adjusted so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to receive the number of Ordinary Shares with respect shares of Common Stock that such Holder would have owned or have been entitled to which receive after the Option may thereafter be occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or satisfieddistribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as applicable, (i) the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the event close of an increase in business on the record date for such dividend for purposes of calculating the number of outstanding shares, shares of Common Stock under clauses (c) and (c) below. (ii) No adjustment in the Exercise Price shall be proportionately increasedrequired unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 6(a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6(a) shall be made to the nearest cent or nearest 1/100th of a share. (iii) The Company from time to time may reduce the Exercise Price by any amount for any period of time in the discretion of the Board of Directors. A voluntary reduction of the Exercise Price does not change or adjust the Exercise Price otherwise in effect for purposes of this Section 6(a). (iv) In the event that, at any time as a result of an adjustment made pursuant to Sections 6(a)(i) through 6(a) (ii) above, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections 6(a)(i) through 6(a)(iv) above, and the purchase price per Ordinary Shares other provisions of this Section 6(a) with respect to the Common Stock shall apply on like terms to any such other shares. (b) In case of any reclassification of the Common Stock (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be proportionately reducedmade as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The provisions of this Section 6(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (c) If (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 6(a); (ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; (iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder's address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 6(c). (d) Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly file with the transfer agent for the Warrants a certificate of an officer of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder. (e) In any case in which Section 6(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 6(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 6(h). (f) In case the Company shall take any action affecting the Common Stock, other than actions described in this Section 6, which in the event opinion of a reduction the Board of Directors would materially adversely affect the exercise right of the Holders, the Exercise Price may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be equitable in the number of outstanding sharescircumstances; provided, shall be proportionately reducedhowever, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and that in no event shall the Board of Directors be required to take any adjustment be made which would render the Option subject to Section 409A of the Codesuch action. (bg) If For the Company recapitalizes purpose of any computation under Section 2(b) or otherwise changes its capital structurethis Section 6, thereafter upon any exercise or satisfaction, as applicable, the "Current Market Price" per share of Common Stock shall mean the VWAP of the Option, Common Stock on the Optionee shall be entitled to purchase, day in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionquestion. (ch) In The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the event Company upon the exercise of changes this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the outstanding Ordinary Shares by reason same fraction of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the Current Market Price of such share of Common Stock on the date of exercise of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this AgreementWarrant. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring Company shall at any time after the date of this Agreement and not (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided for under in this sectionSection 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Option shall be adjusted by Purchase Price in effect at the Board in its discretion as to time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and price kind of Ordinary Sharesshares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other consideration subject capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Option, and/or other share numbers contained adjustment provided for in this AgreementSection 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (dii) The number In the event: (1) any Acquiring Person or any Associate or Affiliate of Ordinary Shares subject to any Acquiring Person, at any time after the option date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be rounded to the nearest whole number. (e) Any continuing or surviving corporation of such merger or combination and all adjustments or actions taken by the Board Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to this Section shall be conclusive the terms of any such plan), alone or together with its Affiliates and binding for all purposes.Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of

Certain Adjustments. (a) IfIf the Corporation shall, and whenever, at any time or from time to time prior to conversion of shares of Series C Preferred Stock, (i) pay a dividend or make a distribution on the termination outstanding shares of this Agreement and the distribution to the Optionee Common Stock payable in cash, Common Stock or other assets, rights or property of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (Xii) subdivide the outstanding shares of Common Stock into a larger number of shares, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, (iv) issue any shares of its capital stock in a reclassification, recapitalization or other similar event affecting the Common Stock, (v) declare a redemption or repurchase of the Common Stock, or (vi) authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of Common Stock or of any rights, then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and/or any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series C Preferred Stock thereafter converted shall be entitled to receive the number of Ordinary Shares with respect shares of Common Stock or other securities of the Corporation, cash or other assets, rights or property that such holder would have owned or would have been entitled to which receive upon or by reason of any of the Option may thereafter be exercised or satisfiedevents described above, as applicable, had such share of Series C Preferred Stock been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7(a) shall become effective retroactively (iA) in the event case of an increase in any such dividend or distribution, to a date immediately following the number close of outstanding sharesbusiness on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and or (iiB) in the event case of a reduction in any such subdivision, combination or reclassification, recapitalization or other similar event, to the number close of outstanding shares, shall be proportionately reduced, and business on the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made day upon which would render the Option subject to Section 409A of the Codesuch corporate action becomes effective. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, No adjustment of the Option, applicable Conversion Price for the Optionee Series C Preferred Stock shall be entitled made in an amount less than one cent per share; provided, however, that any adjustments which are not required to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares be made by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes this sentence shall be carried forward and shall be either taken into account in capitalization occurring after any subsequent adjustment made prior to three years from the date of this Agreement and not otherwise provided for under this sectionthe event giving rise to the adjustment being carried forward, the Option or shall be adjusted by made at the Board in its discretion as end of three years from the date of the event giving rise to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreementadjustment being carried forward. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.

Certain Adjustments. (a) IfIf the Center Operating Area is increased or decreased, from time to time, pursuant to Section 7.1(c), then from and wheneverafter the date of such election, Operating Expenses for purposes of this Lease shall be limited to that portion of the Operating Expenses of the Center which is properly allocable, in Landlord's reasonable judgment, to the space included in the Center Operating Area. Such allocation shall be performed by Landlord in good faith in a manner consistent with the methods and principles employed by Landlord in computing Operating Expenses prior to the termination date of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Codesuch election. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter Taxes shall not include any taxes and assessments imposed upon any exercise or satisfaction, as applicable, portion of the Option, Center excluded from the Optionee shall be entitled calculation of the Center Tax Area pursuant to purchase, in lieu of Section 7.1(d) above. If Landlord has elected to limit the Center Tax Area to the number of Ordinary Shares then covered by square feet in the Optionrentable area of the Building pursuant to Section 7.1(d),Taxes for purposes of this Lease shall be limited to: (i) if the Building is separately assessed for tax purposes, the number and class Taxes imposed thereon, or (ii) if the Building is not so separately assessed, either (x) a portion of shares and securities the Taxes imposed upon the Center, determined in the same proportion that the rentable area of the Building bears to the aggregate rentable area in all buildings in the Center, or (y) a portion of the Taxes imposed upon the tax lot on which the Optionee would have been entitled pursuant Building is located, determined in the same proportion that the rentable area of the Building bears to the terms of the recapitalization if, immediately prior to aggregate rentable area in all buildings located on such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optiontax lot. (c) In If the Commencement Date shall be a day other than January 1 or the Expiration Date shall be a day other than December 31, or if there is any abatement of Fixed Rent payable under this Lease (other than any abatement under Article 1 hereof) or any termination of this Lease (other than a termination pursuant to Article 15), or if there is any increase or decrease in Tenant's Area, then in each such event in applying the provisions of this Article with respect to the Tax Year or Comparison Year in which the event occurred, appropriate adjustments shall be made to reflect the result of changes to such event on a basis consistent with the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after principles underlying the date provisions of this Agreement Article, taking into consideration (i) the portion of such Tax Year or Comparison Year, as the case may be, which shall have elapsed prior to or after such event, (ii) the rentable area of the Premises affected thereby, and not otherwise provided for under this section, (iii) the Option shall be adjusted by the Board in its discretion as to the number and price duration of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreementsuch event. (d) The number If during all or any part of Ordinary Shares subject any Comparison Year (including the Base Expense Year) Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would constitute an Operating Expense) to a rentable portion of the Center which is not then leased, Operating Expenses for such period shall include an amount equal to the option shall be rounded to costs and expenses which would reasonably have been incurred for such work or service during such period by Landlord if the nearest whole numberCenter had been 100% leased and occupied. (e) Any and If during all adjustments or actions taken any part of any Comparison Year (including the Base Expense Year) Landlord is not furnishing any particular work or service (the cost of which, if performed by the Board Landlord, would constitute an Operating Expense) to any portion of the Company pursuant Center (other than to this Section space not then leased), then Operating Expenses shall be conclusive and binding for all purposesdeemed to be increased by an amount equal to the additional Operating Expenses that reasonably would have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such areas of the Center.

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, In case the Company shall effect hereafter (i) pay a subdivision dividend or consolidation make a distribution on its Common Stock in shares of Ordinary Shares Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or the payment reverse-split its outstanding shares of Common Stock into a share dividend on Ordinary Shares without receipt smaller number of consideration shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, (X) then the Per Share Warrant Price and the number of Ordinary Warrant Shares with respect to which the Option may thereafter shall forthwith be exercised or satisfiedproportionately decreased and increased, as applicablerespectively, (i) in the event case of an increase a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of outstanding shares, Warrant Shares available for exercise under this Warrant shall be proportionately increasedremain the same. Adjustments made pursuant to this Section 3(a) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the purchase price per Ordinary effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Codereadjusted accordingly. (b) If the Company recapitalizes In case of any capital reorganization or otherwise changes its capital structurereclassification, thereafter upon or any exercise consolidation or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities merger to which the Optionee Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled pursuant to the terms of the recapitalization ifreceive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such recapitalizationreorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the Optionee had been the holder of record application of the number provisions set forth in this Section 3 with respect to the rights and interests thereafter of Ordinary Shares then covered by the OptionHolder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) In No adjustment in the event Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of changes to the outstanding Ordinary Shares at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of extraordinary cash dividendthis Section 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, reorganizationfurther, mergershowever, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes that adjustments shall be required and made in capitalization occurring after accordance with the date provisions of this Agreement and Section 3 (other than this subsection 3(i)) not otherwise provided for later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this sectionSection 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Option Company shall be adjusted entitled to make such reductions in the Per Share Warrant Price, in addition to those required by the Board this Section 3, as it in its discretion as shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the number and price of Ordinary Shares, other consideration subject Company to the Option, and/or other share numbers contained in this Agreementits stockholders shall not be taxable. (d) The Whenever the Per Share Warrant Price or the number of Ordinary Warrant Shares subject is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the option Holders of the Warrants. The Company may, but shall not be rounded obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the nearest whole numberHolders of the Warrants. (e) Any and all adjustments or actions taken by If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and binding shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine, in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (g) Upon the expiration of any rights, options, warrants or conversion privileges with respect to the issuance of which an adjustment to the Per Share Warrant Price had been made, if such option, right, warrant or conversion shall not have been exercised, the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent this Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all purposessuch rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of this Warrant by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (h) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Stock, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends) or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesshares of Common Stock (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than shares of Common Stock, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the terms provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the shares of Common Stock issuable upon exercise of the recapitalization ifRights shall apply, immediately prior as nearly as reasonably may be, on like term, to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary Shares by reason amount of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges Common Stock or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Shares subject shares of Common Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms which were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the shares of Common Stock and/or other securities, if any, issuable upon such exercise over and all adjustments above the shares of Common Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or actions taken by other appropriate instrument evidencing such holder's right to receive such additional securities upon the Board occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.

Certain Adjustments. (ai) IfIn the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (iwhether described in Section 11(a)(ii)(A) in the event of an increase in the number of outstanding sharesor (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event made so that each holder of a reduction Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by reason the Board based upon the advice of extraordinary cash dividenda nationally recognized investment banking firm selected by the Board; provided, reorganizationhowever, mergers, consolidations, combinations, splitthat if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after Event (the date of this Agreement such Flip-in Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and not otherwise provided without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for under this sectionissuance upon exercise in full of the Rights, the Option shall thirty (30) calendar day period set forth above may be adjusted by the Board in its discretion as extended to the number and price extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of Ordinary Sharessuch additional shares (such period, other consideration subject the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the Option, first and/or other share numbers contained in this Agreement. (d) The number second sentences of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.11(a)(iii), the Company

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring Company shall at any time after the date of this Agreement and not (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided for under in this sectionSection 11(a) and Section 7(e), the Option Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, that such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or Adverse Person or any Associate or Affiliate of an Acquiring Person or Adverse Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company, enter into a share exchange with the Company, or otherwise combine with the Company, and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23, any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person or Adverse Person, or (B) during such time as there is an Acquiring Person or Adverse Person, there shall be any reclassification of securities (including any reverse stock split) or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) apply (whether or not with or into or otherwise involving an Acquiring Person or Adverse Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or Adverse Person or any Associate or Affiliate of any Acquiring Person or Adverse Person, then, promptly following the occurrence of any such event described in Section 11(a)(ii)(A) or (B) hereof, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-over Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price (determined pursuant to Section 11(d)) per share of Common Stock on the date of such first occurrence (such number of shares, the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Charter but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value"), and (B) with respect to each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, such as the Preferred Stock, which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Flip-in its discretion Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the number extent available) and price of Ordinary Sharesthen, other consideration subject if necessary, cash, which shares and/or cash have an aggregate value equal to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken by the Board of the Company pursuant to this Section shall be conclusive and binding for all purposes.Spread. For

Certain Adjustments. (ai) IfIn the event the Company shall at any time after the date of this Agreement (A) declare a dividend on either series of Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split either series of the outstanding Preferred Stock, (C) combine the shares of either series of the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of either series of Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. So long as any Rights are outstanding, the Company shall not effect any of the actions set forth in Clauses (A), (B), (C) or (D) of this paragraph with respect to either series of Preferred Stock unless the Company shall also contemporaneously effect a like transaction with respect to the other such series of Preferred Stock; provided, however, that in the event that such a transaction is effected with respect to one such series but no shares of the other series of Preferred Stock are outstanding, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable upon such date, shall be proportionately adjusted with respect to the holders of Rights exercisable for shares of the series of Preferred Stock that are not outstanding as if such a dividend, subdivision, combination or reclassification had been effected with respect to the shares of such series of Preferred Stock. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (A) (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and each class of the Company Common Stock shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Company Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Company Common Stock at a price and on terms determined by the Board, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, (i) in of increasing by more than 1%, the event of an increase in the total number of outstanding sharesvotes entitled to be cast generally (other than in an election of directors) by the holders of the shares of Company Common Stock then outstanding, voting together as a class, which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and made so that (ii1) in the event each holder of a reduction Class A Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Series A Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then covered current applicable Purchase Price by the Optionthen number of one one-thousandths of a share of Series A Preferred Stock for which a Class A Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the number "Purchase Price" for each Class A Right and class for all purposes of shares this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence and securities (2) each holder of a Class B Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to which receive, upon exercise thereof at the Optionee would have been entitled pursuant to then current Purchase Price in accordance with the terms of the recapitalization ifthis Agreement, immediately prior to such recapitalization, the Optionee had been the holder of record in lieu of the number of Ordinary Shares one one-thousandths of a share of Series B Preferred Stock, such number of shares of Class B Common Stock as shall equal the result obtained by (x) multiplying the then covered current applicable Purchase Price by the Optionthen number of one one-thousandths of a share of Series B Preferred Stock for which a Class B Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Class B Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Class B Common Stock on the date of such first occurrence (such number of shares calculated pursuant to clause (1) and/or clause (2) being referred to as the "ADJUSTMENT SHARES"). (ciii) In the event that the number of changes shares of the applicable class of Company Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the outstanding Ordinary exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares by reason issuable upon the exercise of extraordinary cash a Right (the "CURRENT VALUE") over (2) the Purchase Price (such excess, the "SPREAD"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Company Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have substantially the same dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes voting and liquidation rights as shares of the applicable class of Company Common Stock and are deemed in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken good faith by the Board of Directors to have substantially the same value as the shares of Common Stock (in the case of a Class A Right) or Class B Common Stock (in the case of a Class B Right) (such shares of preferred stock being referred to as "COMPANY COMMON STOCK EQUIVALENTS")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-in Event being referred to herein as the "FLIP-IN TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the applicable Purchase Price, shares of Common Stock (in the case of a Class A Right) or Class B Common Stock (in the case of a Class B Right) (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of the applicable class of Company Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Class A Rights and/or Class B Rights, as applicable, and (y) may suspend the exercisability of the Class A Rights and/or the Class B Rights, as applicable, until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notification to the Rights Agent) stating that the exercisability of the Class A Rights and/or Class B Rights, as applicable, has been temporarily suspended, as well as a public announcement (with prompt written notification to the Rights Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the shares of Common Stock (in the case of a Class A Right) and the Class B Common Stock (in the case of a Class B Right) shall be conclusive the Current Market Price per share of the Common Stock (in the case of a Class A Right) and binding the Class B Common Stock (in the case of a Class B Right) on the Flip-in Trigger Date and the value of any Company Common Stock Equivalent shall be deemed to have the same value as the Common Stock (in the case of a Class A Right) and the Class B Common Stock (in the case of a Class B Right) on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which a class of the Company Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the applicable class of Company Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of the applicable class of Company Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of the applicable class of Company Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the applicable Purchase Price, (3) equity securities of the Company, including, without limitation, Company Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Company Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the applicable Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all purposes.outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notification to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt written notification) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the shares of Common Stock (in the case of a Class A Right) and the Class B Common Stock (in the case of a Class B Right) shall be the Current Market Price per share of the Common Stock (in the case of a Class A Right) and the Class B Common Stock (in the case of a

Certain Adjustments. (ai) IfIn the event the Company shall at any time after the date of this Agreement (A) declare a dividend on either series of Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split either series of the outstanding Preferred Stock, (C) combine the shares of either series of the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of either series of Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. So long as any Rights are outstanding, the Company shall not effect any of the actions set forth in Clauses (A), (B), (C) or (D) of this paragraph with respect to either series of Preferred Stock unless the Company shall also contemporaneously effect a like transaction with respect to the other such series of Preferred Stock; provided, however, that in the event that such a transaction is effected with respect to one such series but no shares of the other series of Preferred Stock are outstanding, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable upon such date, shall be proportionately adjusted with respect to the holders of Rights exercisable for shares of the series of Preferred Stock that are not outstanding as if such a dividend, subdivision, combination or reclassification had been effected with respect to the shares of such series of Preferred Stock. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and each class of the Company Common Stock shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Company Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Company Common Stock at a price and on terms determined by the Board, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, (i) in of increasing by more than 1%, the event of an increase in the total number of outstanding sharesvotes entitled to be cast generally (other than in an election of directors) by the holders of the shares of Company Common Stock then outstanding, voting together as a class, which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and made so that (ii1) in the event each holder of a reduction Class A Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Series A Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then covered current applicable Purchase Price by the Optionthen number of one one-thousandths of a share of Series A Preferred Stock for which a Class A Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the number "Purchase Price" for each Class A Right and class for all purposes of shares this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence and securities (2) each holder of a Class B Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to which receive, upon exercise thereof at the Optionee would have been entitled pursuant to then current Purchase Price in accordance with the terms of the recapitalization ifthis Agreement, immediately prior to such recapitalization, the Optionee had been the holder of record in lieu of the number of Ordinary Shares one one-thousandths of a share of Series B Preferred Stock, such number of shares of Class B Common Stock as shall equal the result obtained by (x) multiplying the then covered current applicable Purchase Price by the Optionthen number of one one-thousandths of a share of Series B Preferred Stock for which a Class B Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Class B Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Class B Common Stock on the date of such first occurrence (such number of shares calculated pursuant to clause (1) and/or clause (2) being referred to as the "ADJUSTMENT SHARES"). (ciii) In the event that the number of changes shares of the applicable class of Company Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the outstanding Ordinary exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares by reason issuable upon the exercise of extraordinary cash a Right (the "CURRENT VALUE") over (2) the Purchase Price (such excess, the "SPREAD"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Company Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have substantially the same dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes voting and liquidation rights as shares of the applicable class of Company Common Stock and are deemed in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken good faith by the Board of Directors to have substantially the same value as the shares of Common Stock (in the case of a Class A Right) or Class B Common Stock (in the case of a Class B Right) (such shares of preferred stock being referred to as "COMPANY COMMON STOCK EQUIVALENTS")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-in Event being referred to herein as the "FLIP-IN TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the applicable Purchase Price, shares of Common Stock (in the case of a Class A Right) or Class B Common Stock (in the case of a Class B Right) (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of the applicable class of Company Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Class A Rights and/or Class B Rights, as applicable, and (y) may suspend the exercisability of the Class A Rights and/or the Class B Rights, as applicable, until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notification to the Rights Agent) stating that the exercisability of the Class A Rights and/or Class B Rights, as applicable, has been temporarily suspended, as well as a public announcement (with prompt written notification to the Rights Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the shares of Common Stock (in the case of a Class A Right) and the Class B Common Stock (in the case of a Class B Right) shall be conclusive the Current Market Price per share of the Common Stock (in the case of a Class A Right) and binding the Class B Common Stock (in the case of a Class B Right) on the Flip-in Trigger Date and the value of any Company Common Stock Equivalent shall be deemed to have the same value as the Common Stock (in the case of a Class A Right) and the Class B Common Stock (in the case of a Class B Right) on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which a class of the Company Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the applicable class of Company Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of the applicable class of Company Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of the applicable class of Company Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the applicable Purchase Price, (3) equity securities of the Company, including, without limitation, Company Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Company Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the applicable Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all purposes.outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notification to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt written notification) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the shares of Common Stock (in the case of a Class A Right) and the Class B Common Stock (in the case of a Class B Right) shall be the Current Market Price per share of the Common Stock (in the case of a Class A Right) and the Class B Common Stock (in the case of a Cla

Certain Adjustments. (a) If, and whenever, prior to the termination of this Agreement and the distribution to the Optionee of Ordinary Shares underlying the Option, the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number and class of shares and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Option. (c) In the event of changes to the outstanding Ordinary Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring Company shall at any time after the date of this Agreement and not (A) declare a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided for under in this sectionSection 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Option shall be adjusted by Purchase Price in effect at the Board in its discretion as to time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and price kind of Ordinary Sharesshares of Common Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock (or other consideration subject capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the Option, and/or other share numbers contained adjustment provided for in this AgreementSection 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (dii) The number of Ordinary Shares subject to In the option shall be rounded to the nearest whole number.event: (e1) Any and all adjustments any Acquiring Person or actions taken by any Associate or Affiliate of any Acquiring Person, at any time after the Board date of the Company pursuant to this Section shall be conclusive and binding for all purposes.Agreement, directly or indirectly,

Certain Adjustments. (ai) If, and whenever, prior to In the termination event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the distribution to the Optionee number and kind of Ordinary Shares underlying the Option, the Company shall effect a subdivision shares of Common Stock or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfiedcapital stock, as applicablethe case may be, (i) in the event of an increase in the number of outstanding sharesissuable on such date, shall be proportionately increased, and adjusted so that the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event holder of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding the foregoing or any other provision of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee Right exercised after such time shall be entitled to purchasereceive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by a majority of the Disinterested Directors after receiving advice from one or more investment banking firms selected by the Disinterested Directors, to be (a) at a price which is fair to the shareholders of the Company (taking into account all factors which the Disinterested Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its shareholders, other than such Acquiring Person, its Affiliates and its Associates (a "Qualified Offer"); or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of Ordinary Shares shares of Common Stock for which a Right was before that time exercisable, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to of Common Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"Adjustment Shares"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon the exercise of such Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such securities being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the outstanding Ordinary Shares by reason Current Value (less the amount of extraordinary cash dividendany reduction in the Purchase Price), reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in its discretion Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the number extent available) and price then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Ordinary SharesCommon Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, other consideration the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the Optionexercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares of Common Stock or other equity securities and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, and/or other the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share numbers contained of the Common Stock on the Flip-in this AgreementTrigger Date and the per share or per unit value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date. (div) The number If the rules of Ordinary Shares subject the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be conclusive the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and binding for all purposesthe value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (ai) IfIn the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding Preferred Stock, (C) combine the shares of the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and wheneverthe number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (A) (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board, prior to the termination public announcement of this Agreement and such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the distribution Board, to be (a) at a price which is fair to the Optionee stockholders of Ordinary Shares underlying the Option, the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall effect a subdivision be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of Ordinary Shares the Company with any of its Subsidiaries or any other transaction or series of transactions involving the payment Company or any of its Subsidiaries, other than a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect transaction or transactions to which the Option may thereafter be exercised provisions of Section 13(a) (Consolidation, Merger or satisfiedSale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, as applicabledirectly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries, which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (iwhether described in Section 11(a)(ii)(A) in the event of an increase in the number of outstanding sharesor (B)), proper provision shall be proportionately increased, and the purchase price per Ordinary Shares shall be proportionately reduced, and (ii) in the event made so that each holder of a reduction Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the number of outstanding sharesright to receive, shall be proportionately reduced, and upon exercise thereof at the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained then current Purchase Price in this Agreement shall be appropriately adjusted. Notwithstanding accordance with the foregoing or any other provision terms of this Section 8, any adjustment shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which would render the Option subject to Section 409A of the Code. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchaseAgreement, in lieu of the number of Ordinary Shares one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then covered current Purchase Price by the Option, the then number and class of shares and securities to one one-thousandths of a share of Preferred Stock for which the Optionee would have been entitled pursuant to the terms of the recapitalization if, a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such recapitalizationfirst occurrence, shall thereafter be referred to as the Optionee had been the holder "Purchase Price" for each Right and for all purposes of record this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of Ordinary Shares then covered by shares being referred to as the Option"ADJUSTMENT SHARES"). (ciii) In the event that the number of changes shares of Common Stock that are authorized by the Company's Second Amended and Restated Certificate of Incorporation, as amended, but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the outstanding Ordinary exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares by reason issuable upon the exercise of extraordinary cash a Right (the "CURRENT VALUE") over (2) the Purchase Price (such excess, the "SPREAD"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have substantially the same dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes voting and liquidation rights as shares of Common Stock and are deemed in capitalization occurring after the date of this Agreement and not otherwise provided for under this section, the Option shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares, other consideration subject to the Option, and/or other share numbers contained in this Agreement. (d) The number of Ordinary Shares subject to the option shall be rounded to the nearest whole number. (e) Any and all adjustments or actions taken good faith by the Board of Directors to have substantially the same value as the shares of Common Stock (such shares of preferred stock being referred to as "COMMON STOCK EQUIVALENTS")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-in Event being referred to herein as the "FLIP-IN TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the shares of Common Stock shall be conclusive the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and binding the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all purposesoutstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the shares of Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) IfTo preserve the actual or potential economic value of the Rights, and whenever, prior to if at any time after the termination date of this Rights Agreement and there shall be any change in the Common Shares or the Preferred Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares or Preferred Shares, as the Optionee case may be (other than distribution of Ordinary Shares underlying the OptionRights or regular quarterly cash dividends), or otherwise, then, in each such event the Board of Directors of the Company shall effect a subdivision or consolidation of Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, (X) the number of Ordinary Shares with respect to which the Option may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase make such appropriate adjustments in the number of outstanding sharesPreferred Shares (or the number and kind of other securities) issuable upon exercise of each Right, shall be proportionately increased, the Purchase Price and the purchase price per Ordinary Shares shall be proportionately reduced, Redemption Price in effect at such time and (ii) in the event of a reduction in the number of Rights outstanding shares, at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment such event shall be proportionately reduced, and not have had the purchase price per Ordinary Share shall be proportionately increased, and (Y) any other share numbers contained in this Agreement shall be appropriately adjusted. Notwithstanding effect of reducing or limiting the foregoing or any other provision of this Section 8, any adjustment shall comply with benefits the requirements of Section 409A holders of the Internal Revenue Code of 1986, as amended (the “Code”) and in no event shall any adjustment be made which Rights would render the Option subject to Section 409A of the Codehave had absent such event. (b) If If, as a result of an adjustment made pursuant to Section 12(a), the Company recapitalizes or otherwise changes its capital structureholder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter upon any exercise or satisfaction, as applicable, of the Option, the Optionee shall be entitled to purchase, in lieu of the number of Ordinary Shares then covered by the Option, the number such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and class of shares and securities to which the Optionee would have been entitled pursuant on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms of the recapitalization if, immediately prior to any such recapitalization, the Optionee had been the holder of record of the number of Ordinary Shares then covered by the Optionother securities. (c) In All Rights originally issued by the event of changes Company subsequent to any adjustment made to the outstanding Ordinary amount of Preferred Shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after securities relating to a Right shall evidence the date of this Agreement and not otherwise provided right to purchase, for under this sectionthe Purchase Price, the Option shall be adjusted by the Board in its discretion as to the number and price kind of Ordinary Sharessecurities purchasable from time to time hereunder upon exercise of the Rights, other consideration all subject to the Option, and/or other share numbers contained in this Agreementfurther adjustment as provided herein. (d) The Irrespective of any adjustment or change in the Purchase Price or the number of Ordinary Preferred Shares subject or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the option shall be rounded to terms that were expressed in the nearest whole numberinitial Right Certificates issued hereunder. (e) Any In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and all adjustments or actions taken by above the Board Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due bill ▇▇ other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the Company pursuant to this Section shall be conclusive and binding for all purposesevent requiring such adjustment.