Common use of Exercise Price Adjustment Clause in Contracts

Exercise Price Adjustment. (i) If and whenever the Company issues or sells, or is deemed to have issued or sold, any Additional Shares of Common Stock for an effective consideration per share of less than the then Exercise Price or for no consideration (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), then, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 11(b), the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

Exercise Price Adjustment. (i) If and whenever the Company issues or sellsat any time prior to the third anniversary of the Initial Exercise Date shall issue, or is be deemed to have issued or soldissued, any Additional Shares of Common Stock (as hereinafter defined) without consideration or for an effective consideration per share of Common Stock less than the then applicable Exercise Price or for no consideration (such lower price, the "Base Share Dilutive Price" and ") in effect immediately prior to such issuances collectivelyissuance, a then forthwith upon the occurrence of any such event (the "Dilutive IssuanceEvent"), then, ) the Exercise Price shall be multiplied by reduced so that the Exercise Price in effect immediately following the Dilutive Event will equal (i) in the event the Dilutive Event shall occur at any time prior to the first anniversary of the Initial Exercise Date, the Dilutive Price; and (ii) in the event the Dilutive Event shall occur at any time on or after the first anniversary of the Initial Exercise Date and prior to the third anniversary of the Initial Exercise Date, a fraction fraction, (x) the numerator of which the numerator shall be (1) the total number of shares of Common Stock Outstanding immediately prior to the issuance of such Additional Shares of Common Stock, plus (2) the number of shares of Common Stock which the consideration, if any, received by the Company for the total number of such Additional Shares of Common Stock so issued upon such issuance would purchase at the Exercise Price in effect immediately prior to such issuance, and (y) the denominator of which shall be (1) the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance issuance of such Additional Shares of Common Stock, plus (2) the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares Additional Shares of Common Stock so issued or issuable issued. For the avoidance of doubt, in connection with no event shall the Dilutive Issuance; provided, that for purposes hereof, all shares Exercise Price be adjusted pursuant to this Section 11(b) as a result of any issuances of Additional Shares of Common Stock that are issuable upon conversion, exercise at any time on or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance third anniversary of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issuedthe Initial Exercise Date. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 11(b), the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

Exercise Price Adjustment. HDC agrees to establish a hypothetical account on its books and records to provide Investor an adjustment (ithe “Exercise Price Adjustment”) If and whenever to be used against the Company issues or sellsaggregate exercise price of the Settlement Warrants. The Exercise Price Adjustment shall be based upon a valuation equal to the fair market value of a hypothetical 2,000,000 shares of HDC common stock (subject to adjustment to reflect any stock dividend, stock split, or is deemed reverse stock split, or any capital reorganization or recapitalization of HDC affecting its common stock), as if such shares were being held in the account, and may be applied by Investor, in whole or in part, to have issued the exercise of all or soldpart of the Settlement Warrants (i.e. upon exercise of one or more of the Settlement Warrants, any Additional Shares unused portion of Common Stock for an effective consideration per share of less than the then Exercise Price or for no consideration (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), then, the Exercise Price Adjustment shall carry over to, and may be multiplied by a fraction used in, any subsequent exercises of which any of the numerator Settlement Warrants). The fair market value of each hypothetical share of HDC common stock pursuant to this Section 3 shall be the closing price of HDC’s common stock on the over-the-counter bulletin board (or upon Nasdaq or any other exchange if HDC’s shares shall then be so listed) on the day immediately preceding the date of notice by Investor that Investor intends to exercise all or a portion of the Settlement Warrants (or if no such trade occurs or if HDC’s common stock is not then traded, then the fair market value of each share shall be determined by the definition of “Current Market Price” in the form of Settlement Warrant attached hereto as Exhibit A). Immediately following the application of some or all of the Exercise Price Adjustment to an exercise of any amount of one or more of Settlement Warrants, the number of hypothetical shares of HDC common stock used to determine the then current amount of the available balance of the Exercise Price Adjustment shall be reduced by that number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury including factional shares, if any) issued and outstanding. Upon each adjustment equal to the following amount: (i) the dollar value of the Exercise Price pursuant Adjustment applied to the provisions exercise, divided by (ii) the fair market value per share used in calculating the Exercise Price Adjustment for such exercise. If Investor does not request the use of the entire Exercise Price Adjustment to offset the exercise price of all or a portion of the Settlement Warrants prior to the second anniversary of the effective date of this Section 11(b)Settlement Agreement, then Investor will receive no value for the number remaining balance of Warrant Shares issuable upon the exercise Exercise Price Adjustment and HDC will reverse any entry on its books and records for the remaining balance of this Warrant shall be adjusted to the nearest full amount by multiplying a number equal Exercise Price Adjustment. Investor’s right to the Exercise Price in effect immediately prior Adjustment under this Section is personal to such adjustment by the number Investor and may not be transferred to another person notwithstanding any transfer of Warrant Shares issuable upon exercise all or a portion of the Warrants immediately prior related Settlement Warrants, provided, however, that the right to such adjustment the Exercise Price Adjustment shall, upon Investor’s death, transfer to Investor’s estate and dividing shall be exercisable by his personal representative. Investor’s right to the product so obtained by Exercise Price Adjustment under this Section shall not entitle Investor to any rights as a stockholder of HDC, including, without limitation, the adjusted Exercise Priceright to vote, to receive dividends and other distributions or to receive notice of or attend meetings of stockholders or any other proceedings of HDC.

Exercise Price Adjustment. (i) If and whenever In the event that subsequent to the date hereof, the Company issues or sellssells any Common Stock, any Convertible Securities (as defined below), or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its Common Stock or any such Convertible Securities (other than (i) securities which are issued pursuant to the transactions contemplated by that certain Share Exchange Agreement dated July 8, 2005 by and among the Company, iCurie UK and certain additional parties, or soldthat certain Preferred Stock Purchase Agreement dated as of the date hereof by and among the Company and certain additional parties hereto, any Additional Shares (ii) shares of Common Stock for or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the Board of Directors, (iii) shares of Common Stock issuable under options or warrants that are outstanding as of the date hereof, (iv) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction) ("Additional Common Stock") , and at an effective consideration price per share of Common Stock which is less than the then applicable Exercise Price or for no consideration (such lower price, the "Base Share New Issuance Price" and such issuances collectively, a "Dilutive Issuance"), then, then the Exercise Price shall be multiplied reduced, effective concurrently with such issuance or sale of such Additional Common Stock, to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (x) the numerator of which the numerator shall be the sum of (1) the number of shares of Common Stock Outstanding (determined on a fully diluted basis) outstanding immediately prior to the Dilutive Issuance such issuance or sale, plus (2) the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt consideration received by the Company in full of all consideration payable upon exercise of for such rights, options or warrants) Additional Common Stock would purchase at the such Exercise Price, and (y) the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury sharesdetermined on a fully diluted basis) outstanding immediately after such issuance or sale. For the purposes of the foregoing adjustments, if any) issued and in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. Upon each In the event of any adjustment in the number of Warrant Shares issuable hereunder upon exercise, the Exercise Price pursuant to shall be inversely proportionately increased or decreased as the provisions case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Section 11(b)Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall be adjusted to remain the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Pricesame.

Exercise Price Adjustment. (i) If and whenever In the event that the Company issues or sellssells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or soldwhich may be issued pursuant to the Company's current employee option plans or shares issued upon exercise of options, any Additional Shares of Common Stock for warrants or rights outstanding on the date hereof ) at an effective consideration price per share of which is less than the then Exercise Price or for no consideration (then in effect, then in each such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), thencase, the Exercise Price in effect immediately prior to such issue or sale shall be multiplied reduced effective concurrently with such issue or sale to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (x) the numerator of which the numerator shall be the sum of (1) the number of shares of Common Stock Outstanding outstanding immediately prior to the Dilutive Issuance such issue or sale, plus (2) the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt consideration received by the Company in full of all consideration payable upon exercise of for such rights, options or warrants) additional shares would purchase at the Exercise Price, Price then in effect; and (y) the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. Upon each adjustment of the Company outstanding immediately after such issue or sale. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities, unless any such Convertible Securities shall expire or terminate unconverted, in which case an equitable adjustment shall be made to reflect the reduction in the actual shares issued. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to the provisions of this Section 11(b5.01(e), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of Warrant Shares issuable upon the exercise of this Warrant shares shall be adjusted to the nearest full amount by multiplying a number equal to same as the aggregate Exercise Price in effect immediately just prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Priceadjustments.

Exercise Price Adjustment. (i) If and whenever In the event that the Company issues or sellssells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or soldwhich may be issued pursuant to (i) the Company's current employee option plans or shares issued upon exercise of options, any Additional Shares warrants or rights outstanding on the date of Common Stock for the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act or in the Purchase Agreement, or (ii) arrangements with the Purchaser) at an effective consideration price per share of which is less than the then Exercise Price or $21.00 (which figure shall be appropriately and equitably adjusted for no consideration (such lower pricestock splits, the "Base Share Price" stock dividends, recapitalizations and such issuances collectively, a "Dilutive Issuance"similar events), thenthen in each such case, the Exercise Price in effect immediately prior to such issue or sale shall be multiplied reduced effective concurrently with such issue or sale to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (x) the numerator of which the numerator shall be the sum of (1) the number of shares of Common Stock Outstanding outstanding immediately prior to the Dilutive Issuance such issue or sale, plus (2) the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt consideration received by the Company in full of all consideration payable upon exercise of for such rights, options or warrants) additional shares would purchase at the Exercise Price, such $21.00 figure (as adjusted); and (y) the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock (excluding treasury shares"CONVERTIBLE SECURITIES"), if any) issued the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this paragraph 12(e), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such Fair Market Value and outstanding. Upon each also less than the Exercise Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Exercise Price pursuant to the provisions of this Section 11(b), the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Pricecomputed as aforesaid.

Exercise Price Adjustment. (i) If and whenever In the event that the Company issues or sellssells any common stock or securities which are convertible into or exchangeable for its common stock or any convertible securities, or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its common stock or any such convertible securities (other than shares or options issued or soldwhich may be issued pursuant to the Company's current employee option plans or shares issued upon exercise of options, any Additional Shares of Common Stock for warrants or rights outstanding on the date hereof ) at an effective consideration price per share of which is less than the then Exercise Price or for no consideration (then in effect, then in each such lower pricecase, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), then, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 11(b), the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment issue or sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Exercise Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of common stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of common stock which the aggregate consideration received by the Company for such additional shares would purchase at the Exercise Price then in effect; and (y) the denominator of which shall be the number of shares of common stock of the Company outstanding immediately after such issue or sale. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of common stock ("Convertible Securities"), the maximum number of shares of common stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of common stock upon exercise, exchange or conversion of such Convertible Securities, unless any such Convertible Securities shall expire or terminate unconverted, in which case an equitable adjustment shall be made to reflect the reduction in the actual shares issued. The number of Warrant Shares issuable upon exercise which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 5(e), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of Warrant Shares shall be the Warrants immediately same as the aggregate Exercise Price in effect just prior to such adjustment and dividing the product so obtained by the adjusted Exercise Priceadjustments.

Exercise Price Adjustment. (i) If and whenever In the event that subsequent to the date hereof, the Company issues or sellssells any Preferred Stock, any Convertible Securities (as defined below), or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its Preferred Stock or any such Convertible Securities (other than (i) shares of Preferred Stock or options to purchase such shares issued to employees, consultants, officers or solddirectors in accordance with stock plans approved by the Board of Directors, any (ii) shares of Preferred Stock issuable under options or warrants that are outstanding as of the date hereof, (iii) shares of Preferred Stock issued pursuant to a stock dividend, split or other similar transaction) (“Additional Shares of Common Stock for Preferred Stock”), and at an effective consideration price per share of Preferred Stock which is less than $1.00 (subject to appropriate adjustments for stock splits, stock dividends, combinations, reclassifications and other similar transactions after the then Exercise Price or for no consideration date hereof) per share (such lower price, the "Base Share “New Issuance Price" and such issuances collectively, a "Dilutive Issuance"”), then, then the Exercise Price shall be multiplied reduced, effective concurrently with such issuance or sale of such Additional Preferred Stock, to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (A) the numerator of which shall be the numerator sum of (1) the number of shares of Preferred Stock (determined on a fully diluted basis) outstanding immediately prior to such issuance or sale, plus (2) the number of shares of Preferred Stock which the aggregate consideration received by the Company for such Additional Preferred Stock would purchase at a per share purchase price of $1.00 (subject to appropriate adjustments for stock splits, stock dividends, combinations, reclassifications and other similar transactions after the date hereof), and (B) the denominator of which shall be the number of shares of Common Preferred Stock Outstanding (determined on a fully diluted basis) outstanding immediately prior after such issuance or sale. For the purposes of the foregoing adjustments, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Preferred Stock (“Convertible Securities”), the Dilutive Issuance plus the maximum number of shares of Common Preferred Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt by the Company in full of all consideration payable issuable upon exercise exercise, exchange or conversion of such rights, options or warrants) would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents Convertible Securities shall be deemed outstanding immediately after the issuance of such Common Stock. Such to be outstanding, provided that no further adjustment shall be made whenever upon the actual issuance of Preferred Stock upon exercise, exchange or conversion of such shares Convertible Securities. In the event of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be any adjustment in the number of shares of Common Stock (excluding treasury sharesWarrant Shares issuable hereunder upon exercise, if any) issued and outstanding. Upon each adjustment of the Exercise Price pursuant to shall be inversely proportionately increased or decreased as the provisions case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Section 11(b)Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall be adjusted to remain the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Pricesame.

Exercise Price Adjustment. (i) If and whenever In the event that the Company issues or sellssells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or soldwhich may be issued pursuant to (i) the Company's current employee option plans or shares issued upon exercise of options, any Additional Shares warrants or rights outstanding on the date of Common Stock for the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act, or (ii) arrangements with the Investor) at an effective consideration price per share of which is less than the then greater of the Exercise Price then in effect or for no consideration the Fair Market Value (as described in Section 12(b) above) of the Common Stock on the trading day next preceding such lower priceissue or sale, the "Base Share Price" and then in each such issuances collectively, a "Dilutive Issuance"), thencase, the Exercise Price in effect immediately prior to such issue or sale shall be multiplied reduced effective concurrently with such issue or sale to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (x) the numerator of which the numerator shall be the sum of (1) the number of shares of Common Stock Outstanding outstanding immediately prior to the Dilutive Issuance such issue or sale, plus (2) the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt consideration received by the Company in full of all consideration payable upon exercise of for such rights, options or warrants) additional shares would purchase at the such Fair Market Value or Exercise Price, whichever is greater, then in effect; and (y) the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock (excluding treasury shares"CONVERTIBLE SECURITIES"), if any) issued the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this paragraph 12(e), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such Fair Market Value and outstanding. Upon each also less than the Exercise Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Exercise Price pursuant to the provisions of this Section 11(b), the number of Warrant Shares issuable upon the exercise of this Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Pricecomputed as aforesaid.

Exercise Price Adjustment. (i) If and whenever In the event that subsequent to the date hereof, the Company issues or sellssells any Common Stock, any Convertible Securities (as defined below), or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its Common Stock or any such Convertible Securities (other than (i) securities which are issued pursuant to the transactions contemplated by that certain Share Exchange Agreement dated July 8, 2005 by and among the Company, iCurie UK and certain additional parties, or soldthat certain Preferred Stock Purchase Agreement dated as of the date hereof by and among the Company and certain additional parties hereto, any Additional Shares (ii) shares of Common Stock for or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the Board of Directors, (iii) shares of Common Stock issuable under options or warrants that are outstanding as of the date hereof, (iv) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction) ("Additional Common Stock"), and at an effective consideration price per share of Common Stock which is less than $0.88 (subject to appropriate adjustments for stock splits, stock dividends, combinations, reclassifications and other similar transactions after the then Exercise Price or for no consideration date hereof) per share (such lower price, the "Base Share New Issuance Price" and such issuances collectively, a "Dilutive Issuance"), then, then the Exercise Price shall be multiplied reduced, effective concurrently with such issuance or sale of such Additional Common Stock, to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (A) the numerator of which the numerator shall be the sum of (1) the number of shares of Common Stock Outstanding (determined on a fully diluted basis) outstanding immediately prior to the Dilutive Issuance such issuance or sale, plus (2) the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt consideration received by the Company in full of all consideration payable upon exercise of for such rights, options or warrants) Additional Common Stock would purchase at a per share purchase price of $0.88 (subject to appropriate adjustments for stock splits, stock dividends, combinations, reclassifications and other similar transactions after the Exercise Pricedate hereof), and (B) the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury sharesdetermined on a fully diluted basis) outstanding immediately after such issuance or sale. For the purposes of the foregoing adjustments, if any) issued and in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. Upon each In the event of any adjustment in the number of Warrant Shares issuable hereunder upon exercise, the Exercise Price pursuant to shall be inversely proportionately increased or decreased as the provisions case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Section 11(b)Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall be adjusted to remain the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Pricesame.

Exercise Price Adjustment. (i) If and whenever In the event that the Company issues or sellssells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or sold, any Additional Shares which may be issued pursuant to (i) the Company's option plans (but not in excess of two percent (2%) of the fully diluted outstanding Common Stock for and not at a discount in excess of 15% from the Exercise Price then in effect) or shares issued upon exercise of options, warrants or rights outstanding on the date of the Securities Purchase Agreement, (ii) acquisitions, mergers, or other business combination), at an effective consideration price per share of which is less than the then Exercise Price or for no consideration (then in effect, then in each such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), thencase, the Exercise Price in effect immediately prior to such issue or sale shall be multiplied reduced effective concurrently with such issue or sale to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (x) the numerator of which the numerator shall be the sum of (1) the number of shares of Common Stock Outstanding outstanding immediately prior to the Dilutive Issuance such issue or sale, plus (2) the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt consideration received by the Company in full of all consideration payable upon exercise of for such rights, options or warrants) additional shares would purchase at the Exercise Price, Price then in effect; and (y) the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. Upon each adjustment of the Company outstanding immediately after such issue or sale. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities, unless any such Convertible Securities shall expire or terminate unconverted, in which case an equitable adjustment shall be made to reflect the reduction in the actual shares issued. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to the provisions of this Section 11(b), 6(b) so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of Warrant Shares issuable upon the exercise of this Warrant shares shall be adjusted to the nearest full amount by multiplying a number equal to same as the aggregate Exercise Price in effect immediately just prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Priceadjustments.

Exercise Price Adjustment. (i) If and whenever In the event that on or subsequent to the Closing Date, the Company issues or sellssells any Common Stock, any securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than (i) shares which are issued or soldpursuant to the Note, any Additional Shares (ii) shares of Common Stock for or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the Board of Directors, and shares of Common Stock issuable under options or warrants that are outstanding as of the date of the Purchase Agreement, (iii) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction, (iv) shares of Common Stock issued to Growell Metal Co., Ltd. pursuant to the Settlement Agreement, dated on or about January 10, 2004, between Growell Metal Co., Ltd. and the Company's South Korean subsidiary, and (v) shares of Common Stock that are issued in lieu of cash in the payment of interest under the Notes) at an effective consideration price per share of which is less than the Exercise Price, then Exercise Price or for no consideration (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), then, the Exercise Price in effect immediately prior to such issue or sale shall be multiplied reduced effective concurrently with such issue or sale to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (x) the numerator of which the numerator shall be the sum of (1) the number of shares of Common Stock Outstanding outstanding immediately prior to the Dilutive Issuance such issue or sale, plus (2) the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt consideration received by the Company in full of all consideration payable upon exercise of for such rights, options or warrants) additional shares would purchase at the Exercise Price, Price then in effect; and (y) the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock. Such adjustment shall be made whenever such shares of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. Upon each adjustment of the Exercise Price pursuant Company outstanding immediately after such issue or sale. For the purposes of the foregoing adjustments, in the case of the issuance of any convertible securities, warrants, options or other rights to the provisions subscribe for or to purchase or exchange for, shares of this Section 11(bCommon Stock ("Convertible Securities"), the maximum number of Warrant Shares shares of Common Stock issuable upon the exercise exercise, exchange or conversion of this Warrant such Convertible Securities shall be adjusted deemed to be outstanding, provided that no further adjustment shall be made upon the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to actual issuance of Common Stock upon exercise, exchange or conversion of such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise PriceConvertible Securities.

Exercise Price Adjustment. (i) If and whenever In the event that subsequent to the date hereof, the Company issues or sellssells any _______ Stock, any Convertible Securities (as defined below), or is deemed any warrants or other rights to have subscribe for or to purchase or any options for the purchase of its _______ Stock or any such Convertible Securities (other than (i) securities which are issued pursuant to the transactions contemplated by that certain Share Exchange Agreement dated July 8, 2005 by and among the Company, iCurie UK and certain additional parties, or soldthat certain Preferred Stock Purchase Agreement dated as of the date hereof by and among the Company and certain additional parties hereto, any (ii) shares of _______ Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the Board of Directors, (iii) shares of _______ Stock issuable under options or warrants that are outstanding as of the date hereof, (iv) shares of _______ Stock issued pursuant to a stock dividend, split or other similar transaction) ("Additional Shares of Common Stock for _______ Stock"), and at an effective consideration price per share of _______ Stock which is less than the then applicable Exercise Price or for no consideration (such lower price, the "Base Share New Issuance Price" and such issuances collectively, a "Dilutive Issuance"), then, then the Exercise Price shall be multiplied reduced, effective concurrently with such issuance or sale of such Additional _______ Stock, to an amount determined by multiplying the Exercise Price then in effect by a fraction fraction, (x) the numerator of which shall be the numerator sum of (1) the number of shares of _______ Stock (determined on a fully diluted basis) outstanding immediately prior to such issuance or sale, plus (2) the number of shares of _______ Stock which the aggregate consideration received by the Company for such Additional _______ Stock would purchase at such Exercise Price, and (y) the denominator of which shall be the number of shares of Common _______ Stock Outstanding (determined on a fully diluted basis) outstanding immediately prior after such issuance or sale. For the purposes of the foregoing adjustments, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of _______ Stock ("Convertible Securities"), the Dilutive Issuance plus the maximum number of shares of Common _______ Stock which the aggregate offering price for such Dilutive Issuance (assuming receipt by the Company in full of all consideration payable issuable upon exercise exercise, exchange or conversion of such rights, options or warrants) would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock Outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Capital Share Equivalents Convertible Securities shall be deemed outstanding immediately after the issuance of such Common Stock. Such to be outstanding, provided that no further adjustment shall be made whenever upon the actual issuance of _______ Stock upon exercise, exchange or conversion of such shares Convertible Securities. In the event of Common Stock or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be any adjustment in the number of shares of Common Stock (excluding treasury sharesWarrant Shares issuable hereunder upon exercise, if any) issued and outstanding. Upon each adjustment of the Exercise Price pursuant to shall be inversely proportionately increased or decreased as the provisions case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Section 11(b)Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall be adjusted to remain the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Pricesame.