If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of stock for which grants of Options and other Awards may be made under the Plan, including the share limit set forth in Section 4.1, shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are outstanding and any applicable performance goals shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to [Section 3.1.2] shall, in such manner as the Board or the Committee deems appropriate, adjust # the number and kind of shares of stock subject to outstanding Awards, # the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding Stock Appreciation Rights as required to reflect such distribution, and/or # any applicable performance goals.

Adjustments as a result of an event referenced in [Section 4.5] of the Plan (including a change in corporate capitalization or a corporate transaction) shall be made under [Section 4.5] of the Plan in a manner consistent with meeting the performance goal requirements under Section 162(m) of the Code.

Adjustments for Changes in Capitalization. In the event of any change in the outstanding Shares of Common Stock by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of Shares, merger, consolidation, or any change in the Company’s corporate structure or in the Shares of Common Stock, the number and class of RSUs covered by this Award shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any additional RSUs received as a result of the foregoing by You shall be subject to such restrictions and the potential for forfeiture as provided herein. Terms and Conditions of the Award shall not change in any other respect.

Adjustments as a result of changes in corporate capitalization and the like or as a result of a corporate transaction shall be made in accordance with Article 4 of the Plan.

Adjustments for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718 — Stock Compensation) other than: # any distribution of securities or other property by the Company to shareholders in a spin-off or split-up that does not qualify as a tax-free spin-off or split-up under Section 355 of the Code (or any successor provision of the Code); or # any cash dividend (including extraordinary cash dividends), appropriate adjustments in the number of Shares available for grant, in the maximum Award limitations under the Plan, and in any outstanding Awards, including adjustments in the size of the Award and in the exercise price per share of Options and Stock Appreciation Rights, shall be made by the Committee to give effect to such equity restructuring to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. No such adjustment shall be required to reflect the events described in [clauses (1) and (2) above], or any other change in capitalization that does not constitute an equity restructuring, however such adjustment may be made: # if necessary to comply with Code Section 409A, the adjustment qualifies as a substitution or assumption under Treasury Regulation Section 1.409A-1(b)(5)(v)(D); and # the Committee affirmatively determines, in its discretion, that such an adjustment is appropriate.

Section # Effect of Changes in Capitalization.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on [Schedule 3.1(g)], which [Schedule 3.1(g)] shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, except as reflected in [Schedule 3.1(g)], and pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. Except as a result of the purchase and sale of the Securities or as set forth in [Schedule 3.1(g)], there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as set forth in [Schedule 3.1(g)], the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchaser). Except as set forth in [Schedule 3.1(g)], there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Other than the Stockholder Approval, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. [[Organization B:Organization]] has issued and outstanding fifty thousand shares of common stock. Except as set forth in the preceding sentence, no other class of capital stock or other security of [[Organization B:Organization]] is authorized, issued, reserved for issuance or outstanding. The ​, as of the Closing Date, are the lawful, record and beneficial owners of the number of [[Organization B:Organization]] Shares of Common Stock set forth opposite each Seller’s name on [Annex A] attached hereto. The ​ have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the ​ or [[Organization B:Organization]], no other class of capital stock or other security of [[Organization B:Organization]], as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, Cosmos will be vested with good and marketable title to the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of [[Organization B:Organization]] was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities or “blue sky” laws.

Capitalization. [Schedule 4.3] sets forth for each Target Entity its jurisdictions of incorporation or formation, the number (or ownership percentage, as applicable) of issued and authorized Equity Securities and the owners of all of such outstanding Equity Securities. No other Person owns or holds the right to acquire any stock, partnership interest, joint venture interest or other equity interest in any Target Entity. Sellers own, directly or indirectly, of record and beneficially, # all of the Equity Securities in each of their respective Subsidiaries (other than Imsamet and Beck Aluminum), # 70% of the Equity Securities of Imsamet and # 49% of the Equity Securities of Beck Aluminum, in each case, free and clear of all Liens (except Permitted Liens) and Liabilities, and all such Equity Securities are validly issued, fully paid and non‑assessable (to the extent such concept is applicable to such Equity Securities). There are no outstanding contractual obligations of Sellers or any Target Entities requiring the purchase, redemption or other acquisition of any equity interest in any Target Entity or requiring Sellers or any Target Entity to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of any other Target Entity except as set forth in [Schedule 4.3].

Capitalization. As of the Effective Date, the authorized and issued share capital of [[Organization B:Organization]] is as follows: