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 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 The Exercise Price or for shall be subject to adjustment from time to time as follows; provided, however, that no consideration (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), then, adjustment of the Exercise Price shall have the effect of increasing such Exercise Price above the Exercise Price in effect immediately prior to such adjustment except as provided pursuant to Section 9.l(d): (i) Upon each issuance (or deemed issuance pursuant to the provisions hereof) by the Company of any Additional Stock (as defined below) after the Original Issue Date, without consideration or for an Effective Price (as defined below) per share less than the Exercise Price in effect immediately prior to the issuance (or deemed issuance) of such Additional Stock, then the Exercise Price in effect immediately prior to each issuance (or deemed issuance) shall be multiplied adjusted to a price determined by multiplying such Exercise Price by a fraction fraction, (1) the numerator of which the numerator shall be the number of shares of Common Stock Equivalents Outstanding immediately prior to the Dilutive Issuance such issuance plus the number of shares of Common Stock which the aggregate offering price for such Dilutive Issuance consideration received (assuming receipt or deemed received) by the Company in full of all consideration payable upon exercise of for such rights, options or warrants) issuance would purchase at the such Exercise Price, ; and (2) the denominator of which shall be the sum number of Common Stock Equivalents Outstanding immediately after such issuance. (ii) No adjustment of the Exercise Price shall be made in an amount less than $0.01 per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment to the Exercise Price. (iii) In the case of the issuance of securities of the Company for cash, the amount of consideration received by the Company for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of the issuance of securities of the Company for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration as determined by the Board of Directors, irrespective of any accounting treatment thereof. (v) In the case of the issuance on or after the Original Issue Date of Options (as defined below) or Convertible Securities (as defined below), the following provisions shall apply for all purposes of Sections 9.1(a) and (b). (A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv). (C) In the event of any change in the number of shares of Common Stock Outstanding immediately prior deliverable, or in the consideration payable to the Dilutive Issuance plus the number Company, upon exercise of shares of Common Stock so issued such Options or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise conversion or exchange of Capital Share Equivalents such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be deemed outstanding immediately after the issuance of recomputed to reflect such Common Stock. Such change, but no further adjustment shall be made whenever such shares for the actual issuance of Common Stock or Capital Share Equivalents are issued. For purposes any payment 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 such consideration upon the exercise of this Warrant shall be adjusted any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means the Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred Stock and the Secured Convertible Note dated August 25, 1999, payable 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.Protection One Alarm Monitoring, Inc.

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. (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 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 on or subsequent to the Closing Date, the Company issues or sellssells 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 Middlebury Notes, as defined in the Purchase Agreement) 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 Company outstanding immediately after such issue or sale. In the event that the Company issues or sells any Common Stock (other than (i) shares issued or which may be issued pursuant to the provisions of this Section 11(bPurchase Agreement or pursuant to Convertible Securities (as defined below), (ii) shares of Common Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the number Board of Warrant Shares Directors, and shares of Common Stock issuable upon under options or warrants that are outstanding as of the exercise date of this Warrant shall be adjusted 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 nearest full amount by multiplying a number equal to 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 Middlebury Notes, as defined in the Purchase Agreement) at an effective price per share which is less than the Exercise Price, then in each such case, 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 Warrant Shares issuable upon exercise shares of the Warrants Common Stock outstanding immediately prior to such adjustment and dividing issue or sale, plus (2) the product so obtained number of shares of Common Stock which the aggregate consideration received by the adjusted Company for such additional shares would purchase at the Exercise PricePrice 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 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 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.

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 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 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. (a) Subject to subparagraph (d) below, if at any time or from time to time prior to the Expiration Date (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 issue shares of Common Stock Outstanding in any public or private transaction or series of transactions, directly or indirectly (excluding, however, any direct or indirect issuance made in connection with any incentive stock option plan or other equity incentive or compensation program maintained by the Company from time to time) after the date hereof and without consideration or for a consideration per share less than the Exercise Price in effect 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 , or (ii) Xxxxxxxx X. Xxxxxxxx, chairman of Common Stock the Company, shall, directly or Capital Share Equivalents are issued. For purposes of this Section 11(b), "Common Stock Outstanding" as of a given indirectly after the date shall be the number hereof dispose of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. Upon each adjustment of granted to him by the Company through any stock option or similar stock compensation plan without consideration or for a consideration per share less than the Exercise Price pursuant in effect immediately prior to the provisions disposition of this Section 11(b)such Common Stock, then the number of Warrant Shares issuable upon the exercise of this Warrant Exercise Price in effect immediately after each such issuance or disposition shall be adjusted decreased to be an amount equal to (1) the nearest full amount sum of (x) the product derived by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment issuance or disposition by the number of Warrant Shares issuable upon exercise shares of the Warrants Common Stock outstanding, on a fully diluted basis, immediately prior to such issuance or disposition, plus (y) the consideration, if any, received by the Company upon such issuance or for the shares so disposed divided by (2) the number of shares of Common Stock outstanding, on a fully diluted basis, after such issuance or disposition; provided, however, that the Exercise Price shall never be less than the par value per share of Common Stock. (b) For the purposes of any adjustment of the Exercise Price pursuant to this Section 2, the following provisions shall be applicable: (i) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or other similar expenses allowed, paid or incurred by the Company for any underwriting in connection with the issuance and dividing sale thereof. (ii) In the product so obtained case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Holder, irrespective of any accounting treatment. (c) Whenever the Exercise Price shall be adjusted as provided in this Section 2, subject to receipt of any information or instructions necessary from the Holder, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office, if any, an officer’s certificate showing the adjusted Exercise PricePrice determined as herein provided and setting forth in reasonable detail the facts requiring such adjustment and the calculation thereof. Each such officer’s certificate shall be made available at all reasonable times for inspection by the Holder and the Company shall, forthwith after each such adjustment, mail a copy of such certificate to the Holder. (d) Notwithstanding any provision of this Amendment to the contrary, upon indefeasible payment in cash in full of all obligations owing to one or more affiliates of the Holder pursuant to that certain Second Lien Loan and Security Agreement dated as of January 31, 2007, as amended, the provisions of this Section 2 shall terminate and be of no further force and effect; provided, however, the Holder shall retain the benefit of any adjustments made to the Exercise Price pursuant to this Amendment prior to such indefeasible payment in full.

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 shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments. (i) The terms of any reorganization, consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder hereof the right to receive the securities or property set forth in this Section 5 upon any exercise following any such reclassification, consolidation, merger, sale, transfer or share exchange. (ii) In the event of any adjustment in the number of Warrant Securities issuable hereunder upon exercise, the Exercise Price shall be inversely proportionately increased or decreased as the case may be, such that the aggregate purchase price for Warrant Securities upon full exercise of the Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Shares Securities issuable hereunder upon the exercise of this Warrant shall be adjusted to inversely proportionately increased or decreased as the nearest case may be, such that the aggregate purchase price for Warrant Securities upon 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 Warrant shall remain the product so obtained by the adjusted Exercise Pricesame.