Common use of Exercise Price Adjustment Clause in Contracts

Exercise Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to 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 which may be issued pursuant to the Company's current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date hereof ) at an effective price per share which is less than the Exercise Price then in effect, then in each such case, the Exercise Price in effect immediately prior to such 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 shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 5.01(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 Securities issuable hereunder upon exercise 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.

Exercise Price Adjustment. (a) In the event that on or subsequent to the Closing Date, the Company issues or sells any shares of Common Stock or other securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to 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 which may be issued pursuant to (i) the Company's ’s current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date hereof of the Purchase Agreement and listed in the Company’s most recent periodic report filed under the 1934 Act or in the Purchase Agreement, or (ii) arrangements with the Holder) at an effective price per share price which is less than the Exercise Price then in effecteffect immediately prior to such issue or sale, then in each such case, the Exercise Price in effect immediately prior to such 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. . (b) For the purposes of the foregoing adjustmentadjustments, 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 then issuable, whether or not vested, 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. . (c) The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 5.01(e)13, 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 adjustmentsadjustments for the number of shares this Warrant was exercisable into prior to such adjustment. (id) The terms of any reorganization, consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to Notwithstanding the holder hereof the right to receive the securities or property set forth above in this Section 5 upon any exercise following any such reclassification13, 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 there shall be inversely proportionately increased no adjustment under this Section 13 for the offer or decreased Conversion of the Debentures or the Xxxxxxx Purchased Shares or the Option Shares issued pursuant to the terms of the Xxxxxxx Purchase Agreement or for the other Related Offerings effected substantially contemporaneously with the Xxxxxxx Purchase Agreement (containing substantially the same terms as the case may be, such that Xxxxxxx Purchase Agreement other than the amount of shares purchased and the aggregate purchase price for Warrant Securities upon full exercise paid), including shares of Common Stock issued or issuable (including pursuant to options) to Portside Growth & Opportunity Fund (“Portside”) pursuant to the terms of the Warrant shall remain Securities Purchase Agreement dated as of April 15, 2004 entered into by and between the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities issuable hereunder upon exercise 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 sameCompany and Portside.

Exercise Price Adjustment. In the event that subsequent to the date hereof, the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or _______ Stock, any convertible securitiesConvertible Securities (as defined below), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common _______ Stock or any such convertible securities Convertible Securities (other than shares or options issued or (i) securities which may be are issued pursuant to the transactions contemplated by that certain Share Exchange Agreement dated July 8, 2005 by and among the Company's current employee option plans , iCurie UK and certain additional parties, or shares issued upon exercise that certain Preferred Stock Purchase Agreement dated as of options, warrants or rights outstanding on the date hereof by and among the Company and certain additional parties hereto, (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 _______ Stock"), and at an effective price per share of _______ Stock which is less than the then applicable Exercise Price then in effect(the "New Issuance Price"), then in each such case, the Exercise Price in effect immediately prior to such issue or sale shall be reduced reduced, effective concurrently with such issue issuance or sale of such Additional _______ Stock, 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 (determined on a fully diluted basis) outstanding immediately prior to such issue issuance or sale, plus (2) the number of shares of Common _______ Stock which the aggregate consideration received by the Company for such additional shares Additional _______ Stock would purchase at the such Exercise Price then in effect; Price, and (y) the denominator of which shall be the number of shares of Common _______ Stock of the Company (determined on a fully diluted basis) outstanding immediately after such issue issuance or sale. For the purposes of the foregoing adjustmentadjustments, 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 this Section 5.01(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 Shares 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 Shares upon full exercise of the this Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that the aggregate purchase price for Warrant Securities Shares upon full exercise of the this Warrant shall remain the same.

Exercise Price Adjustment. In the event that the Company issues or sells any Common Stock common stock or securities which are convertible into or exchangeable for its Common Stock common stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock common stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to the Company's current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date hereof ) at an effective price per share which is less than the Exercise Price then in effect, then in each such case, the Exercise Price in effect immediately prior to such 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 common stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock 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 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 common stock ("Convertible Securities"), the maximum number of shares of Common Stock 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 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 Warrant Shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 5.01(e5(e), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of shares Warrant 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 Securities issuable hereunder upon exercise 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.

Exercise Price Adjustment. In the event that subsequent to the date hereof, the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or Stock, any convertible securitiesConvertible Securities (as defined below), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities Convertible Securities (other than shares or options issued or (i) securities which may be are issued pursuant to the transactions contemplated by that certain Share Exchange Agreement dated July 8, 2005 by and among the Company's current employee option plans , iCurie UK and certain additional parties, or shares issued upon exercise that certain Preferred Stock Purchase Agreement dated as of options, warrants or rights outstanding on the date hereof by and among the Company and certain additional parties hereto, (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 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 price per share of Common Stock which is less than the then applicable Exercise Price then in effect(the "New Issuance Price"), then in each such case, the Exercise Price in effect immediately prior to such issue or sale shall be reduced reduced, effective concurrently with such issue issuance or sale of such Additional Common Stock, 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 (determined on a fully diluted basis) outstanding immediately prior to such issue issuance or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares Additional Common Stock would purchase at the such Exercise Price then in effect; Price, and (y) the denominator of which shall be the number of shares of Common Stock of the Company (determined on a fully diluted basis) outstanding immediately after such issue issuance or sale. For the purposes of the foregoing adjustmentadjustments, 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 this Section 5.01(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 Shares 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 Shares upon full exercise of the this Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that the aggregate purchase price for Warrant Securities Shares upon full exercise of the this Warrant shall remain the same.

Exercise Price Adjustment. In the event that subsequent to the date hereof, the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or Preferred Stock, any convertible securitiesConvertible Securities (as defined below), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Preferred Stock or any such convertible securities Convertible Securities (other than (i) shares of Preferred Stock or options to purchase such shares issued to employees, consultants, officers or which may be directors in accordance with stock plans approved by the Board of Directors, (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 the Company's current employee option plans a stock dividend, split or shares issued upon exercise of optionsother similar transaction) (“Additional Preferred Stock”), warrants or rights outstanding on the date hereof ) and at an effective 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 date hereof) per share (the “New Issuance Price”), then the Exercise Price then in effect, then in each such case, the Exercise Price in effect immediately prior to such issue or sale shall be reduced reduced, effective concurrently with such issue issuance or sale of such Additional Preferred Stock, to an amount determined by multiplying the Exercise Price then in effect by a fraction, (xA) the numerator of which shall be the sum of (1) the number of shares of Common Preferred Stock (determined on a fully diluted basis) outstanding immediately prior to such issue issuance or sale, plus (2) the number of shares of Common Preferred Stock which the aggregate consideration received by the Company for such additional shares 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 Exercise Price then in effect; date hereof), and (yB) the denominator of which shall be the number of shares of Common Preferred Stock of the Company (determined on a fully diluted basis) outstanding immediately after such issue issuance or sale. For the purposes of the foregoing adjustmentadjustments, 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 Preferred Stock ("“Convertible Securities"”), the maximum number of shares of Common Preferred 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 Preferred 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 this Section 5.01(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 Shares 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 Shares upon full exercise of the this Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that the aggregate purchase price for Warrant Securities Shares upon full exercise of the this Warrant shall remain the same.

Exercise Price Adjustment. (a) In the event that on or subsequent to the Closing Date, the Company issues or sells any shares of Common Stock or other securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to 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 which may be issued pursuant to (i) the Company's ’s current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date hereof of the Purchase Agreement and listed in the Company’s most recent periodic report filed under the 1934 Act or in the Purchase Agreement, or (ii) arrangements with the Holder) at an effective price per share price which is less than the Exercise Price then in effecteffect immediately prior to such issue or sale, then in each such case, the Exercise Price in effect immediately prior to such 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. . (b) For the purposes of the foregoing adjustmentadjustments, 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 then issuable, whether or not vested, 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. . (c) The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 5.01(e)13, 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 adjustments for the number of shares this Warrant Securities issuable hereunder upon exercise, the Exercise Price shall be inversely proportionately increased or decreased as the case may be, was exercisable into prior to 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 Securities issuable hereunder upon exercise 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 sameadjustment.

Exercise Price Adjustment. (a) In the event that on or subsequent to the Closing Date, the Company issues or sells any shares of Common Stock or other securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to 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 which may be issued pursuant to (i) the Company's ’s current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date hereof of the Purchase Agreement and listed in the Company’s most recent periodic report filed under the 1934 Act or in the Purchase Agreement, or (ii) arrangements with the Holder) at an effective price per share price which is less than the Exercise Price then in effecteffect immediately prior to such issue or sale, then in each such case, the Exercise Price in effect immediately prior to such 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. . (b) For the purposes of the foregoing adjustmentadjustments, 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 then issuable, whether or not vested, 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. . (c) The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 5.01(e)13, 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 adjustmentsadjustments for the number of shares this Warrant was exercisable into prior to such adjustment. (id) The terms of any reorganization, consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to Notwithstanding the holder hereof the right to receive the securities or property set forth above in this Section 5 upon any exercise following any such reclassification13, 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 there shall be inversely proportionately increased no adjustment under this Section 13 for the Xxxxxxx Purchased Shares or decreased the Option Shares issued pursuant to the terms of the Xxxxxxx Purchase Agreement or for the other Related Offerings effected substantially contemporaneously with the Xxxxxxx Purchase Agreement (containing substantially the same terms as the case may be, such that Xxxxxxx Purchase Agreement other than the amount of shares purchased and the aggregate purchase price for Warrant Securities upon full exercise paid), including shares of Common Stock issued or issuable (including pursuant to options) to Portside Growth & Opportunity Fund (“Portside”) pursuant to the terms of the Warrant shall remain Securities Purchase Agreement dated as of April 15, 2004 entered into by and between the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities issuable hereunder upon exercise 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 sameCompany and Portside.

Exercise Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to 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 which may be issued pursuant to (i) the Company's current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date hereof of 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 price per share which is less than the Exercise Price then in effect$21.00 (which figure shall be appropriately and equitably adjusted for stock splits, stock dividends, recapitalizations and similar events), then in each such case, the Exercise Price in effect immediately prior to such 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 effectsuch $21.00 figure (as adjusted); 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 SecuritiesCONVERTIBLE 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 this Section 5.01(eparagraph 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. (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, such issuance for a consideration which is less than such Fair Market Value and also less than the Exercise Price then in effect, than there shall be inversely proportionately increased or decreased as the case may beonly one such adjustment by reason of such issuance, such adjustment to be that which results in the aggregate purchase price for Warrant Securities upon full exercise greatest reduction of the Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities issuable hereunder upon exercise shall be inversely proportionately increased or decreased Price computed as the case may be, such that the aggregate purchase price for Warrant Securities upon full exercise of the Warrant shall remain the sameaforesaid.

Exercise Price Adjustment. In the event that subsequent to the date hereof, the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or Stock, any convertible securitiesConvertible Securities (as defined below), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities Convertible Securities (other than shares or options issued or (i) securities which may be are issued pursuant to the transactions contemplated by that certain Share Exchange Agreement dated July 8, 2005 by and among the Company's current employee option plans , iCurie UK and certain additional parties, or shares issued upon exercise that certain Preferred Stock Purchase Agreement dated as of options, warrants or rights outstanding on the date hereof by and among the Company and certain additional parties hereto, (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 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 price per share of Common Stock which is less than the then applicable Exercise Price then in effect(the "New Issuance Price"), then in each such case, the Exercise Price in effect immediately prior to such issue or sale shall be reduced reduced, effective concurrently with such issue issuance or sale of such Additional Common Stock, 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 (determined on a fully diluted basis) outstanding immediately prior to such issue issuance or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares Additional Common Stock would purchase at the such Exercise Price then in effect; Price, and (y) the denominator of which shall be the number of shares of Common Stock of the Company (determined on a fully diluted basis) outstanding immediately after such issue issuance or sale. For the purposes of the foregoing adjustmentadjustments, 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 this Section 5.01(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 Shares 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 Shares upon full exercise of the this Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that the aggregate purchase price for Warrant Securities Shares upon full exercise of the this Warrant shall remain the same.

Exercise Price Adjustment. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to 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 which may be issued pursuant to (i) the Company's current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date hereof of 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 price per share which is less than the Exercise Price then in effect$21.00 (which figure shall be appropriately and equitably adjusted for stock splits, stock dividends, recapitalizations and similar events), then in each such case, the Exercise Price in effect immediately prior to such 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 effectsuch $21.00 figure (as adjusted); 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 SecuritiesCONVERTIBLE 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 this Section 5.01(eparagraph 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 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 computed as aforesaid. (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 12 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 Shares 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 Shares upon full exercise of the this Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that the aggregate purchase price for Warrant Securities Shares upon full exercise of the this Warrant shall remain the same.

Exercise Price Adjustment. In the event that subsequent to the date hereof, the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or Stock, any convertible securitiesConvertible Securities (as defined below), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities Convertible Securities (other than shares or options issued or (i) securities which may be are issued pursuant to the transactions contemplated by that certain Share Exchange Agreement dated July 8, 2005 by and among the Company's current employee option plans , iCurie UK and certain additional parties, or shares issued upon exercise that certain Preferred Stock Purchase Agreement dated as of options, warrants or rights outstanding on the date hereof by and among the Company and certain additional parties hereto, (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 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 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 date hereof) per share (the "New Issuance Price"), then the Exercise Price then in effect, then in each such case, the Exercise Price in effect immediately prior to such issue or sale shall be reduced reduced, effective concurrently with such issue issuance or sale of such Additional Common Stock, to an amount determined by multiplying the Exercise Price then in effect by a fraction, (xA) the numerator of which shall be the sum of (1) the number of shares of Common Stock (determined on a fully diluted basis) outstanding immediately prior to such issue issuance or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares 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 Price then in effect; date hereof), and (yB) the denominator of which shall be the number of shares of Common Stock of the Company (determined on a fully diluted basis) outstanding immediately after such issue issuance or sale. For the purposes of the foregoing adjustmentadjustments, 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 this Section 5.01(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 Shares 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 Shares upon full exercise of the this Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Securities Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that the aggregate purchase price for Warrant Securities Shares upon full exercise of the this Warrant shall remain the same.