Share Adjustments. If there are any changes in the number or value of shares of Common Shares by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers or other events as stated in Article 10 of the LTIP, then proportionate adjustments shall be made to the number of shares of Common Stock # issued pursuant to Section 1 and # covered by an unvested grant of restricted stock, in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of fractional Common Shares under the LTIP.

Share Adjustments. If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers or other events as stated in Section 8 of the Plan, then proportionate adjustments shall made to the number of shares of Common Stock in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

Equitable Adjustments to Prices. Whenever this Warrant Agreement requires the Parent or the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate or an adjustment to the Strike Price), the Parent and the Company will make appropriate adjustments, if any, to those calculations to account for any adjustment to the Strike Price pursuant to [Section 5(e)(i)] that becomes effective, or any event requiring such an adjustment to the Strike Price where the Ex-Dividend Date, effective date or Expiration Date, as applicable, of such event occurs, at any time during such period.

Prices. All prices are firm and shall not be subject to change. Seller’s price includes all payroll and/or occupational taxes; any value added tax that is not recoverable by Buyer and any other taxes, fees and/or duties applicable to the goods and/or service purchased under this Order; provided, however, that any value added tax that is recoverable by Buyer, state and local sales, use excise and/or privilege taxes, if applicable, will not be included in Seller’s price but will be separately identified on Seller’ invoice, if Seller is obligated by law to charge any value added and/or similar tax to Buyer, Seller shall ensure that if sue value added and/or similar tax is applicable, that it is invoiced to Buyer in accordance with applicable rules so as to allow Buyer to reclaim such value added and/or similar tax from the appropriate government authority. Neither party is responsible for taxes on the other party’s income or the income of the other party’s personnel or subcontractors. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, Buyer will deduct such withholding tax from payment to Seller an provide to Seller a valid tax receipt in Seller’s name, If Seller is exempt from such withholding taxes or eligible for a reduced rate of withholding tax as a result of a tax treaty or other regime, Seller shall provide to Buyer a valid tax residency certificate or other documentation, as required by the applicable government regulations, at a minimum of thirty (30) days prior to payment being due. Seller agrees that it will not sell \goods using comparable material systems and technology to other customers at more favorable gross margins than those given Buyer.

Per Share Adjustments. Performance objectives set on a per share basis such as earnings or cash flow per share shall be appropriately adjusted to reflect changes in outstanding shares resulting from stock dividends, splits or combinations or mergers, reorganizations or similar transactions.

Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock.

All references to numbers of shares and per share prices in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the capital stock of the Company occurring after the date of this Agreement.

Registration Numbers. Each Certificate representing any Warrant(s) will bear a unique registration number that is not affixed to any other Certificate representing any other outstanding Warrant.

Unless otherwise specified herein, all prices and payments referred to in this Contract are set forth in United States Dollars (US$). No adjustments to any prices set forth herein shall be made due to changes or fluctuation in currency exchange rates.

39 Include reference to provision of Indenture providing for adjustments to prices by board of directors in the case of adjustment events that occur during an averaging period.