Common use of Adjustments to the Shares Clause in Contracts

Adjustments to the Shares. Reference is made to the Fourth Amended and Restated Certificate of Incorporation of IntraLase Corp. filed with the Secretary of State of the State of Delaware on October 13, 2000 (the “Certificate”). The Holder hereby agrees that to the extent that an event or occurrence arises that is encompassed within the provisions of Sections 2.1, 2.2 and 2.3 below (the “Dilution Provisions”) and that also triggers a change in the “Series B Conversion Price” (as defined and referred to in the Certificate) pursuant to Section C4 thereof (and while such conversion price mechanism of the Certificate remains in effect and otherwise prior to any mandatory conversion of the Series B Preferred Stock of the Company), then the Dilution Provisions shall not be effective or applicable to any such specific event or occurrence relating to any such change in such Series E Conversion Price, provided, however the Dilution Provisions shall be fully effective and applicable (A) under all other events and occurrences and (B) to all other effects and impacts of any such event or occurrence that do not relate to or result in changes in the Series B Conversion Price while such conversion price mechanism of the Certificate remains in effect and otherwise prior to any mandatory conversion of the Series E Preferred Stock of the Company.

Adjustments to the Shares. Reference is made to the Fourth Sixth Amended and Restated Certificate of Incorporation of IntraLase Corp. filed with the Secretary of State of the State of Delaware on October 13May 16, 2000 2002 (the “Certificate”). The Holder hereby agrees that to the extent that an event or occurrence arises that is encompassed within the provisions of Sections 2.1, 2.2 and 2.3 below (the “Dilution Provisions”) and that also triggers a change in the “Series B G Conversion Price” (as defined and referred to in the Certificate) pursuant to Section C4 thereof (and while such conversion price mechanism of the Certificate remains in effect and otherwise prior to any mandatory conversion of the Series B G Preferred Stock of the Company), then the Dilution Provisions shall not be effective or applicable to any such specific event or occurrence relating to any such change in such Series E G Conversion Price, provided, however however, the Dilution Provisions shall be fully effective and applicable (Aa) under all other events and occurrences and (Bb) to all other effects and impacts of any such event or occurrence that do not relate to or result in changes in the Series B G Conversion Price while such conversion price mechanism of the Certificate remains in effect and otherwise prior to any mandatory conversion of the Series E G Preferred Stock of the Company.