Price 1 = Price 0 x [(A x MP) + BX] [MP (A + B)] (b) Exercise Ratio will be adjusted according to the following calculation : Ratio 1 = Ratio 0 x [MP(A + B)] [(A x MP) + BX] Where as ; Price 1 : New Exercise Price after the adjustment Price 0 : Existing Exercise Price prior to the adjustment Ratio 1 : New Exercise Ratio after the adjustment Ratio 0 : Existing Exercise Ratio prior to the adjustment MP : Market price of the Company's ordinary shares A : Total number of the Company's paid up shares one day prior the book closing date for the subscription of the Company's newly issued ordinary shares and/or the first day of the public offering and/or the first day of the private placement. B : Total number of the Company's newly issued ordinary shares through the right offering and/or the public offering and/or the private placement. BX : Total proceeds, net of any expenses, due to the offering of the Company's newly issued ordinary shares through the right offering and/or the public offering and/or the private placement. 11.3. In case where the Company offers any securities to existing shareholders and/or any other individuals with the rights to convert/change or subscribe to the ordinary shares (e.g. convertible debentures or warrants) given that the price per share of the Company's newly issued ordinary shares for the exercise of such rights is less than the "Market price of the Company's ordinary shares" or in case where the Company's ordinary shares have no market price, the Board of Directors of the Company will determine a fair price to calculate the adjustment of rights. The adjustment of Exercise Price and Exercise Ratio will be immediately effective as of the first day that the warrant holders will not have the right to subscribe to such Company's newly issued securities (the first day the SET posts the XR trading sign) in case that the offering is for the existing shareholders (Right Offering), or the first day that the Company offers its newly issued securities with the rights to convert/change or subscribe to the ordinary shares to the general public in case that the offering is for the general public (Public Offering), or the first day that the specified investors or the institutional investors disburse for the Company's newly issued securities with the rights to convert/change or subscribe to the ordinary shares in case that the offering is for the specified investors or the institutional investors (Private Placement), in accordance with the relevant rules specified in Thailand Securities and Exchange Act, the relevant regulations of the Securities and Exchange Commission or the relevant regulations of the Office of SEC. Market price of the Company's ordinary shares is defined as set out in the description of the Clause 11.2. "The date of the calculation" means the first day that the warrant holders will not have the right to subscribe to the Company's newly issued securities with the rights to convert/change to ordinary shares in case that the offering is for the existing shareholders (the Right Offering), or the first day that the Company offers its newly issued securities with the rights to convert/change or subscribe to the ordinary shares to the general public in case that the offering is for the general public (Public Offering), or the first day that the specified investors or the institutional investors disburse for the Company's newly issued securities with the rights to convert/change or subscribe to the ordinary shares in case that the offering is for the specified investors or the institutional investors (Private Placement). The price per share of the Company's newly issued ordinary shares for the exercise of the rights is the proceeds from both the offering of the securities with the rights to convert/change or subscribe to the ordinary shares, net of any expenses due to the offering of such securities, and the exercise of such rights altogether divided by the total number of newly issued shares in reserve for the exercise of such rights. (a) Exercise Price will be adjusted according to the following calculation : Price 1 = Price 0 x [(A x MP) + BX] [MP (A + B)] (b) Exercise Ratio will be adjusted according to the following calculation : Ratio 1 = Ratio 0 x [MP(A + B)] [(A x MP) + BX] Where as ; Price 1 : New Exercise Price after the adjustment Price 0 : Existing Exercise Price prior to the adjustment Ratio 1 : New Exercise Ratio after the adjustment Ratio 0 : Existing Exercise Ratio prior to the adjustment MP : Market price of the Company's ordinary shares A : Total number of the Company's paid up shares one day prior the book closing date for the subscription of the Company's newly issued securities with the rights to convert/change or subscribe to the ordinary shares and/or the first day of the public offering of such securities and/or the first day of the private placement of such securities. B : Total number of the Company's newly issued ordinary shares for the exercise of the rights to convert/change or subscribe to the ordinary shares through the right offering and/or the public offering and/or the private placement. BX : Total proceeds, net of any expenses, due to both the offering of the Company's newly issued securities with the rights to convert/change or subscribe to the ordinary shares through the right offering and/or the public offering and/or the private placement, and the exercise of the rights to convert/change or subscribe to the ordinary shares. 11.4. In case where the Company partially or totally pays its dividends as stock dividends to its shareholders, the adjustment of the Exercise Price and Exercise Ratio will be immediately effective as of the first day that the warrant holders will not have the right to receive such stock dividends (the first day the SET posts the XD trading sign) (a) Exercise Price will be adjusted according to the following calculation : Price 1 = Price 0 x [A] [A + B] (b) Exercise Ratio will be adjusted according to the following calculation : Ratio 1 = Ratio 0 x [A + B] [A] Where as ; Price 1 : New Exercise Price after the adjustment Price 0 : Existing Exercise Price prior to the adjustment Ratio 1 : New Exercise Ratio after the adjustment Ratio 0 : Existing Exercise Ratio prior to the adjustment A : Total number of the Company's paid up shares one day prior the book closing date for the rights to receive the stock dividends B : Newly issued shares in the form of stock dividends 11.5. In case where the Company is dissolved by the consequence of the law in accordance with the pursuance of the procedure of the amalgamation in compliance with the Public Company Acts B.E. 2535 and the new company is established from such amalgamation ("New Company"). The New Company will be responsible for any obligations regarding rules and conditions of the ESOP warrants. The adjustment of the Exercise Price and Exercise Ratio will be immediately effective as of the date of the registration of such amalgamation with the Ministry of Commerce. (a) Exercise Price will be adjusted according to the following calculation : Price 1 = Price 0 Swap Ratio (b) Exercise Ratio will be adjusted according to the following calculation : Ratio 1 = Ratio 0 * Swap Ratio Where as ; Swap Ratio : The allocation ratio that the Company's shareholders will receive the New Company's shares per 1 Company's share Price 1 : New Exercise Price after the adjustment Price 0 : Existing Exercise Price prior to the adjustment Ratio 1 : New Exercise Ratio after the adjustment Ratio 0 : Existing Exercise Ratio prior to the adjustment 11.6. In case where any instances result in loss of rights and benefits of the warrant holders and such instances are not determined or similar to the instances specified in the Clause 11.1. to 11.5., the Board of Directors of the Company shall consider to determine the adjustment of the Exercise Price and/or the Exercise Ratio to preserve the rights of the warrant holders. Such consideration is final and shall be reported to the Office of the SEC within 15 days from the beginning date of such instances that result in the adjustment of rights. 11.7. The calculations of the adjustment of the Exercise Price and Exercise Ratio in Clause 11.1. to 11.6. are independent. In case where the instances are concurrently, the calculations of the adjustment shall be in the following order, that is, Clause 11.1., 11.4., 11.2., 11.3., 11.5. and 11.6., and each calculation of the adjustment shall hold 2 decimals for both the Exercise Price and the Exercise Ratio. 11.8. The calculations of the adjustment of the Exercise Price and Exercise Ratio in Clause 11.2. to 11.6. shall not cause to the higher Exercise Price and/or the lower Exercise Ratio except in case of Clause 11.1. and 11.7. In case where the adjustment of the Exercise Price results that the Exercise Price is less than the par value of the Company's ordinary shares, the par value shall be the New Exercise Price without any compensations for the difference between the Exercise Price that is lower than the par value of the Company's ordinary shares. 11.9. For any adjustments of the Exercise Price and Exercise Ratio in Clause 11, the Company shall report to the Office of SEC and the warrant holders regarding the New Exercise Price and New Exercise Ratio with the reasons for the adjustments, the calculation methods for the adjustment of rights and the effective date of such adjustments within 15 days from the effective date of the adjustment of the Exercise Price and Exercise Ratio.