exv4w4



 





Exhibit 4.4




Warrant No. __




WARRANT TO PURCHASE ORDINARY SHARES

OF

ALMA LASERS LTD.



THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES
THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH
APPLICABLE STATE AND FOREIGN SECURITIES LAWS.




     Alma Lasers Ltd., a corporation organized under the laws of the State of Israel (together with
its successors, the “Company”), hereby certifies that, for value received,                     (together
with its successors and assigns and any transferee of this Warrant, and its successors and assigns,
the “Holder”), is entitled, subject to the terms and conditions set forth in this warrant (this
“Warrant”), to purchase from the Company, at any time or times on or after the date hereof, but not
after 5:00 P.M., Israel time on March 23, 2016 (the “Expiration Date”),                     duly authorized,
validly issued, fully paid, nonassessable Ordinary Shares (as defined below) (as further defined
below, the “Warrant Shares”), which shall be adjusted or readjusted from time to time as provided
in this Warrant, at an initial purchase price per share equal to $0.2325 (the “Initial Warrant
Price”), which shall be adjusted or readjusted from time to time in connection with any share
splits, share dividends, recaptializations or like transactions affecting the Ordinary Shares
pursuant to the provisions contained in this Warrant (as adjusted, the “Warrant Price”);
provided; however, that notwithstanding the foregoing, in no event shall the
Warrant Price be reduced to a number that is less than the par value of the Ordinary Shares at the
date of exercise of this Warrant.



     This Warrant is one of the Ordinary Shares purchase warrants (each, a “Warrant,” and
collectively, the “Warrants,” with such term to include any warrants issued in substitution
therefor) issued by the Company on March 23, 2006 (the “Closing Date”) pursuant to that certain
Share Purchase and Redemption Agreement dated as of February 15, 2006 (as it may be amended from
time to time, the “Purchase Agreement”) among the Company, Aesthetic Acquisition B.V. (the “Buyer”)
and the Shareholders and Funds named therein. The Warrants represent a right to purchase an
aggregate of                     ordinary shares of the Company, par value NIS 0.01 per share (the “Ordinary
Shares”), subject to adjustment as provided herein. For purposes of this Warrant, “Holders” shall
mean the holders of the Warrants and “Warrant Shares” shall mean the Company’s Ordinary Shares;
provided, however, that if, in accordance with Section 2 hereof, the securities
issuable upon exercise of the Warrants are issued by an



 









 




entity other than the Company or there is a change in the class of securities so issuable,
then the “Warrant Shares” shall mean the securities so issuable by such entity or the securities of
the class of securities so issuable.




     All capitalized terms used herein that are not otherwise defined shall have the meanings set
forth in the Purchase Agreement.



Section 1. Exercise of Warrant




     1.1. Manner of Exercise.



          (a) The Holder may exercise this Warrant, in whole or in part (except as to a fractional
share), at any time and from time to time during normal business hours on any Business Day on or
prior to the Expiration Date, by (i) delivering to the Company a written notice, in the form
attached hereto as Exhibit A (the “Exercise Notice”), duly executed by the Holder, specifying the
number of Warrant Shares (without giving effect to any adjustment thereto) to be issued to the
Holder as a result of such exercise, (ii) surrendering this Warrant to the Company, properly
endorsed by the Holder (or if this Warrant has been destroyed, stolen or has otherwise been
misplaced, by delivering to the Company an affidavit of loss duly executed by the Holder), and
(iii) by tendering payment for the Ordinary Shares designated by the Exercise Notice in lawful
money of the United States or the State of Israel in the form of cash, bank or certified check made
payable to the order of the Company, or by wire transfer of immediately available funds, or in any
combination thereof, of an amount equal to the product of (A) the Warrant Price and (B) the number
of Warrant Shares (without giving effect to any adjustment thereof) as to which this Warrant is
being exercised.




          (b) Notwithstanding any provisions herein to the contrary, solely in the event of any exercise
of this warrant effective upon, or immediately prior to, the closing of an the Company’s Initial
Public Offering (“IPO”), a Liquidation Event (as defined in the Company’s Articles of Association
in effect at the date hereof), if the fair market value of one of the Company’s Ordinary Share is
greater than the Warrant Price (at the date of calculation as set forth below), in lieu of
exercising this warrant by payment of cash, the Holder may elect to receive shares equal to the
value (as determined below) of this warrant (or the portion thereof being canceled) by surrender of
this warrant at the principal office of the Company together with the properly endorsed Exercise
Notice in which event the Company shall issue to the Holder a number of the Company’s Ordinary
Share computed using the following formula:




	 	 	 
	 

	 	X = Y (A-B)

            A
	Where X =

	 	the number of shares of the Company’s Ordinary Share to be issued to the Holder
	 
	 	 
	Y =

	 	the number of the Company’s Ordinary Share purchasable under
the warrant or, if only a portion of the Warrant is being exercised, the
portion of the warrant being canceled (at the date of such calculation)
determined






2









 






	 	 	 
	 

	 	by the result of the amounts (in dollars) as to which the warrant is being
exercised, divided by the Warrant Price
	 
	A =

	 	the fair market value of one the Company’s Ordinary Share (at
the date of such calculation)
	 
	 	 
	B =

	 	Warrant Price (as adjusted to the date of such calculation)






     For purposes of the above calculation, the fair market value of one share of the Company’s
Ordinary Share shall be (i) in the event of an IPO, the per share offering price to the public of
the Company’s IPO, (ii) in the event of a Liquidation Event, the value of the consideration payable
to a holder of the Company’s Ordinary Share in such transaction (with the value of any non-cash
consideration being determined in good faith by the Board of Directors of the Company, or (iii) in
any other event, the fair market value of one Ordinary Share as determined in good faith by the
Board of Directors.



     1.2. When Exercise Effective. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the Business Day on which this Warrant shall
be deemed to have been surrendered to the Company as provided in Section 1.1, and at such time the
Person or Persons in whose name or names any certificate or certificates for Ordinary Shares shall
be issuable upon such exercise as provided in Section 1.3 shall be deemed to have become the Holder
or Holders of record thereof.



     1.3. Delivery of Share Certificates Upon Exercise. As soon as practicable after exercise of
this Warrant in accordance with this Section 1, but in no event later than five (5) Business Days
after such exercise, the Company shall at its expense cause to be issued in the name of and
delivered to the Holder or, subject to Section 4 of this Warrant, as the Holder may direct: (a) a
certificate or certificates for the number of Warrant Shares, determined as provided in Section 2
of this Warrant, to which the Holder shall be entitled upon such exercise and, (b) unless this
Warrant has expired or has been exercised in full, a new Warrant (or Warrants) substantially in the
form of, and on the terms in, this Warrant, for the number of Warrant Shares remaining following
such exercise (without giving effect to any adjustment thereto), and shall be subject to adjustment
as provided for in this Warrant as of the date hereof.



Section 2.  Adjustments to Number and Type of Warrant Shares




     2.1. General. The number of Warrant Shares that the Holder shall be entitled to receive upon
exercise of this Warrant shall be determined by multiplying the number of Warrant Shares that would
otherwise (but for the provisions of this Section 2) be issuable upon such exercise, as
designated by the Holder in the Exercise Notice, by a fraction, (i) the numerator of which shall be
the Initial Warrant Price, and (ii) the denominator of which shall be the Warrant Price in effect
for this Warrant on the date of such exercise.



     2.2. Adjustments.



          (a) Subdivision or Combination of Ordinary Shares. If the Company shall at any time
after the Closing Date subdivide its outstanding Ordinary Shares into a greater number of shares
(by any share split, share dividend or otherwise), then the Warrant Price in effect



3









 






immediately prior to such subdivision shall be proportionately reduced, and, conversely, if
the Company shall at any time after the Closing Date combine its outstanding Ordinary Shares into a
smaller number of shares (by any reverse share split or otherwise), then the Warrant Price in
effect immediately prior to such combination shall be proportionately increased.




          (b) Reorganization or Reclassification. If any capital reorganization or
reclassification of the share capital of the Company shall be effected at any time after the
Closing Date in such a way that holders of Ordinary Shares shall be entitled to receive shares,
securities or assets with respect to or in exchange for Ordinary Shares, then, as a condition of
such reorganization or reclassification, lawful and adequate provisions shall be made whereby the
Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions
specified herein and in lieu of the Warrant Shares immediately theretofore receivable upon the
exercise of this Warrant in full, as the case may be, such shares, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding such Ordinary Shares
equal to the number of such Ordinary Shares immediately theretofore receivable upon such exercise
of this Warrant in full had such reorganization or reclassification not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the
Holder to the end that the provisions hereof (including, without limitation, provisions for
adjustments of the Warrant Price) shall thereafter be applicable, as nearly as may be, in relation
to any shares, securities or assets thereafter deliverable upon the exercise of such conversion
rights.




          (c) Adjustment for Merger or Consolidation, etc.





          (i) Upon any merger or consolidation of the Company with or into another
corporation (or other legal entity), or any sale of all or substantially all of the
assets of the Company to another corporation (or other legal entity), this Warrant
shall thereafter be exercisable (or shall be converted into a security that shall be
exercisable) for the kind and amount of shares or other securities or property to
which a Holder of the number of Ordinary Shares of the Company deliverable upon the
exercise of this Warrant in full would have been entitled upon such merger,
consolidation, or asset sale (and any distribution of assets to shareholders
following such asset sale); and, in such case, appropriate adjustment (as determined
in good faith by the Board of Directors and in form and substance satisfactory to
the Holders representing a majority of the Warrant Shares obtainable upon exercise
of all Warrants then outstanding) shall be made in the application of the provisions
in Section 2.2 set forth with respect to the rights and interests thereafter
of the Holder, to the end that the provisions set forth in Section 2.2
(including provisions with respect to changes in and other adjustments of the
Warrant Price) shall thereafter be applicable, as nearly as possible, in relation to
any shares or other securities or property thereafter deliverable upon the exercise
of this Warrant.




          (ii) The Company shall not effect any such consolidation, merger or sale,
unless prior to or simultaneously with the consummation thereof, the successor (if
other than the Company) resulting from such consolidation or merger or the person
purchasing such assets shall assume by written instrument



4









 






executed and delivered to the Holder, the obligation to deliver to the Holder
such shares, securities or assets as, in accordance with the foregoing provisions,
the Holder may be entitled to receive upon the exercise of this Warrant (or the
security into which such Warrant is to be converted in connection with the
consummation of such transaction).



Section 3. Covenants of the Company




     3.1. The Company covenants and agrees that:



          (a) all Ordinary Shares that may be issued upon the exercise of the rights represented by this
Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable;




          (b) during the period within which this Warrant may be exercised, it will at all times have
authorized and reserved a sufficient number of Ordinary Shares to provide for the exercise of
rights represented by this Warrant;




          (c) if it shall have filed a registration statement pursuant to the requirements of Section 12
of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or a registration
statement pursuant to the requirements of the Securities Act, the Company shall comply with the
reporting requirements of Sections 13 and 15(d) of the Exchange Act and will comply with all other
public information reporting requirements the securities and exchange commission (including Rule
144 promulgated by such commission under the Securities Act) from time to time in effect and
relating to the availability of an exemption from the Securities Act for the sale of any restricted
securities; and




          (d) it shall not, by amendment to its articles of association (whether by way of merger,
operation of law, or otherwise) or reorganization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities, agreement or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be observed or performed hereunder by
the Company and shall at all times in good faith assist in the carrying out of all the provisions
of this Warrant and in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder against impairment as if the Holder was a shareholder of the
Company entitled to the benefit of fiduciary duties afforded to shareholders under applicable law.
Any successor to the Company shall agree in writing, as a condition to such succession, to carry
out and observe the obligations of the Company hereunder with respect to this Warrant.




Section 4. Transfer




     4.1. Registration.



          (a) Registration. The Company shall number and register the Warrants in a register
maintained at the registered office of the Company (the “Office”). The Company shall be entitled
to treat the Holder of the Warrants as the owner thereof for all purposes and shall not




5









 







be bound to recognize any equitable or other claim to or interest in such Warrants on the part
of any other person. Any Warrant may be transferred or endorsed to another party in whole or in
part by surrendering to the Company, or its duly authorized agent, for cancellation the existing
warrant certificate evidencing the Warrant to be transferred, endorsed or accompanied by a written
instrument of transfer, in form reasonably satisfactory to the Company, duly executed by the Holder
thereof in person or by a duly authorized representative, agent or attorney-in-fact appointed in
writing; provided, however, that this Warrant and the Warrant Shares (or any other securities)
issuable upon exercise thereof, are subject to the provisions of that certain Shareholders
Agreement, dated as of the Closing Date, by and among the Company, the Buyer and the Shareholders
named therein (the “Shareholders Agreement”).




     4.2. Restrictive Legend.



          (a) This Warrant and the Warrant Shares issuable upon exercise thereof, are subject to the
terms of the Shareholders Agreement. In addition to any legend required by the terms of the
Shareholders Agreement to be stamped or otherwise imprinted on any certificate representing
Ordinary Shares issued upon exercise of this Warrant, each certificate representing Ordinary Shares
issued upon exercise of this Warrant and each certificate representing Ordinary Shares issued to
any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a
legend in substantially the form as follows:





THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT
(1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER THE SECURITIES ACT OR TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH
APPLICABLE STATE AND FOREIGN SECURITIES LAWS.



          (b) If at any time any securities other than Ordinary Shares shall be issuable upon the
exercise of this Warrant, such securities shall bear a legend similar to the one set forth above.
Whenever the legend requirement imposed by the Shareholders Agreement shall terminate, the Holder
shall be entitled to receive within five (5) Business Days from the Company, at the Company’s
expense, a new Warrant certificate or certificates and new share certificates representing Ordinary
Shares issued upon exercise of this Warrant, in each case, without such legends.




Section 5. Miscellaneous




     5.1. Notice of Adjustments.



6









 





          (a) In each case of any adjustment or readjustment in the Warrant Price and the Warrant Shares
issuable upon exercise of this Warrant, the Company shall promptly thereafter compute such
adjustment or readjustment in accordance with the terms of this Warrant and provide written report
thereof certified by the Chief Financial Officer or Treasurer of the Company to the Holder stating
the number of Warrant Shares and the Warrant Price, after giving effect to such adjustment or
readjustment, and setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.




          (b) The Company shall, within ten (10) days of receipt of a written request by Holders
representing a majority of the Warrant Shares issuable upon exercise of the Warrants, cause
independent certified public accountants of recognized national standing, which may be the regular
auditors of the Company, selected by the Company to verify such computations reported pursuant to
Section 5.1(a), other than any computation that pursuant to the provisions of this Warrant are to
be determined reasonably and in good faith by the Board of Directors. The Company shall promptly
prepare, and remit to the Holders, a copy of such independent accountant’s report setting forth
such adjustment or readjustment, showing in reasonable detail the method of calculation thereof and
the facts upon which such adjustment or readjustment is based, including a statement of the Warrant
Price in effect immediately prior to such issuance or sale and as adjusted or readjusted.




          (c) The Company shall also keep copies of all such reports generated pursuant to this Section
5.1 at its registered offices and will cause the same to be available for inspection at such
offices during normal business hours by the Holder or any prospective purchaser of this Warrant
designated by Holder.




     5.2. Notice. Any notice that is required or provided to be given under this Warrant shall be
deemed to have been sufficiently given and received for all purposes when delivered in writing by
hand, telecopy, telex or other method of facsimile, or five (5) days after being sent by certified
or registered mail, postage and charges prepaid, return receipt requested, or two (2) days after
being sent by overnight delivery providing receipt of delivery, to the following addresses:



	 	 	 	 	 
	if to the Company:
	 	 	 	 
	 
	 

	 	ALMA LASERS LTD.

Haeshel 7

Caesarea Industrial Zone

Caesarea

Israel	 	 
	 
	 	 	 	 
	 

	 	Facsimile: +972 (0)4 627-5368

Attention: Chief Executive Officer
	 	 
	if to the Holder:
	 	 	 	 
	 
	 	 	 	 
	 

	 	At the addresses set forth for the Holder on the signature pages
hereto.






7









 






     or at any other address designated by a party to the other parties hereto in writing.



     5.3. No Change in Warrant Terms on Adjustment. Irrespective of any adjustment in the Warrant
Price or the number of Ordinary Shares, this Warrant, whether theretofore or thereafter issued or
reissued, may continue to express the same price and number of Ordinary Shares as are stated herein
and the Warrant Price and such number of Ordinary Shares specified herein shall be deemed to have
been so adjusted.



     5.4. Exchange of Warrant. This Warrant is exchangeable upon the surrender hereof by Holder at
such office or agency of the Company for a new warrant of like tenor representing in the aggregate
the right to subscribe for and purchase the number of shares that may be subscribed for and
purchased hereunder from time to time after giving effect to all the provisions hereof, each of
such new warrants to represent the right to subscribe for and purchase such number of shares as
shall be designated by said Holder hereof at the time of such surrender.



     5.5. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated
or destroyed, the Company shall, on such terms as to indemnity or otherwise as the Company may in
its discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed. Any such new warrant shall constitute an original contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be
at any time enforceable by anyone.



     5.6. Governing Law; Consent to Jurisdiction. This Warrant shall be deemed to be a contract
made under, and shall be construed in accordance with, the laws of the State of Israel, without
giving effect to conflict of laws principles thereof. Each of the parties hereto hereby
irrevocably consents to the exclusive jurisdiction of the courts of the State of Israel with
respect to this Warrant.



     5.7. Section Headings; Construction. The descriptive headings in this Warrant have been
inserted for convenience only and shall not be deemed to limit or otherwise affect the construction
of any provision thereof or hereof. The parties have participated jointly in the negotiation and
drafting of this Warrant and the other agreements, documents and instruments executed and delivered
in connection herewith with counsel sophisticated in investment transactions. In the event an
ambiguity or question of intent or interpretation arises, this Warrant shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this Warrant and the
agreements, documents and instruments executed and delivered in connection herewith.



     5.8. Remedies; Severability. Notwithstanding Section 5.8, it is specifically understood and
agreed that any breach of the provisions of this Warrant by any person subject hereto will result
in irreparable injury to the other parties hereto, that the remedy at law alone will be an
inadequate remedy for such breach, and that, in addition to any other remedies which they may have,
such other parties may enforce their respective rights by actions for specific performance (to the
extent permitted by law). Whenever possible, each provision of this Warrant shall be interpreted
in such a manner as to be effective and valid under applicable law, but if any



8









 




provision of this Warrant shall be deemed prohibited or invalid under such applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity, and such
prohibition or invalidity shall not invalidate the remainder of such provision or the other
provisions of this Warrant.




     5.9. Integration. This Warrant, the Shareholders Agreement and the Purchase Agreement,
including the exhibits referred to herein and therein, constitute the entire agreement and
supersede all other prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.



     5.10. No Rights or Liabilities as Shareholder. Except as expressly set forth herein, nothing
contained in this Warrant shall be construed as conferring upon the Holder any rights as a
shareholder of the Company or as imposing any obligation on the Holder to purchase any securities
or as imposing any liabilities on the Holder as a shareholder of the Company, whether such
obligation or liabilities are asserted by the Company or creditors of the Company.



     5.11. Waivers and Consents; Amendments.



          (a) For the purposes of this Warrant and all documents executed pursuant hereto, no course of
dealing between or among any of the parties hereto and no delay on the part of any party hereto in
exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof or
thereof. No covenant or provision hereof may be waived otherwise than by a written instrument
signed by the Company and a majority in interest of the Holders; provided that any waiver
effected as set forth in this 5.12(a) shall be binding on all Holders (whether or not any
particular Holder executed such waiver).




          (b) No amendment to this Warrant may be made without the written consent of the Company and a
majority in interest of the Holders; provided that any amendment effected as set forth in
this 5.12(b) shall be binding on all Holders (whether or not any particular Holder executed such
written consent).




     5.12. Certain Definitions.



          (a) As used in this Warrant “Business Day” means any day other than a Friday or Saturday or a
day on which commercial banking institutions in the State of Israel are authorized or obligated by
law or executive order to be closed. Any reference to “days” (unless Business Days are specified)
shall mean calendar days.




          (b) Except as otherwise specified herein, all references herein:





          (i) to any person other than the Company, shall be deemed to include such
person’s successors and assigns;




          (ii) to the Company shall be deemed to include the Company’s successors; and



9









 






          (iii) to any applicable law defined or referred to herein, shall be deemed
references to such applicable law as the same may have been or may be amended or
supplemented from time to time.



          (c) When used in this Warrant, the words “herein”, “hereof’ and “hereunder”, and words of
similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant,
and the words “Section” and “Exhibit” shall refer to Sections of, and Exhibits to, this Warrant
unless otherwise specified.




          (d) Whenever the context so requires the neuter gender includes the masculine or feminine, and
the singular number includes the plural, and vice versa.




[Execution page follows]





10









 








          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized
as of the date first written above.




	 	 	 	 	 	 	 	 	 
	 	 	COMPANY
	 
	 	 	 	 	 	 	 	 
	 	 	ALMA LASERS LTD.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 

Name:
	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	HOLDER	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 






 









 






EXHIBIT A

FORM OF EXERCISE NOTICE




To ALMA LASERS, LTD.:




     The undersigned registered Holder of the within Warrant hereby irrevocably exercises such
Warrant for, and purchases thereunder, ___Ordinary Shares and herewith makes payment of
$                     therefor, and requests that the certificates for such shares be issued in the name of,
and delivered to                     , whose address is                                        .



	 	 	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Signature must conform in all respects to name
	 	 	 	 	of Holder as specified on the face of Warrant.)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Street Address)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(City)
	 	(State)
	 	(Zip Code)