Common use of ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS Clause in Contracts

ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS. In order to prevent dilution of the right granted hereunder, the Purchase Price shall be subject to adjustment from time to time in accordance with this Paragraph 3. Upon each adjustment of the Purchase Price pursuant to this Paragraph 3, the registered holder of this Warrant shall thereafter be entitled to acquire upon exercise, at the Purchase Price resulting from such adjustment, the number of shares of Class A Common Stock obtainable by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of shares of Class A Common Stock acquirable immediately prior to such adjustment and dividing the product thereof by the Purchase Price resulting from such adjustment. Notwithstanding anything to the contrary contained in this Warrant, the provisions of this Paragraph 3 shall not apply in the event of issuances of options to purchase any Common Stock of the Company (the "Common Stock") to employees and independent contractors of the Company or upon the acquisition of all of the issued units of the Megatec Unit Trust, which trust holds all of the capital stock of Megatec Pty. Ltd., pursuant to the terms and conditions set forth in the Unit Redemption and Subscription Agreement. 3.1. ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN PURCHASE PRICE. Except as provided in Paragraph 3.2 or 3.5 below, if and whenever on or after the date of issuance hereof the Company shall issue or sell, or shall in accordance with subparagraphs 3.1(1) to (9), inclusive, be deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the Purchase Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale (the "Triggering Transaction)"), the Purchase Price shall, subject to subparagraphs (1) to (9) of this Paragraph 3.1 be reduced to the Purchase Price (calculated to the nearest tenth of a cent) determined by dividing: (i) An amount equal to the sum of (x) the product derived by multiplying the Number of shares of Common Stock Deemed Outstanding immediately prior to such Triggering Transaction by the Purchase Price then in effect, plus (y) the consideration, if any, received by the Company upon consummation of such Triggering Transaction, by (ii) An amount equal to the sum of (x) the Number of shares of Common Stock Deemed Outstanding immediately prior to such Triggering Transaction plus (y) the number of Common Stock issued (or deemed to be issued in accordance with subparagraphs 3.1(1) to (9)) in connection with the Triggering Transaction.

ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS. In order to prevent dilution of the right granted hereunder, the Purchase Price shall be subject to adjustment from time to time in accordance with this Paragraph 3. Upon each adjustment of the Purchase Price pursuant to this Paragraph 3, the registered holder of this Warrant hereof shall thereafter be entitled to acquire upon exerciseexercise of this Warrant, at the Purchase Price resulting from such adjustment, the number of shares of Class A the Company's Common Stock Shares obtainable by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of shares of Class A the Company's Common Stock Shares acquirable upon conversion thereof immediately prior to such adjustment and dividing the product thereof by the Purchase Price resulting from such adjustment. Notwithstanding anything to the contrary contained in this Warrant, the provisions of this Paragraph 3 shall not apply in the event of issuances of options to purchase any Common Stock of the Company (the "Common Stock") to employees and independent contractors of the Company or upon the acquisition of all of the issued units of the Megatec Unit Trust, which trust holds all of the capital stock of Megatec Pty. Ltd., pursuant to the terms and conditions set forth in the Unit Redemption and Subscription Agreementadjustments. 3.1. 3.1 ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK SHARES AT LESS THAN PURCHASE 90% OF MARKET PRICE. Except as provided in Paragraph 3.2 or 3.5 below, if and whenever on or after the date of issuance hereof the Company shall issue or sell, or shall in accordance with subparagraphs 3.1(1) to (9), inclusive, be deemed to have issued or sold, other than any shares of issuance or sale in connection with an underwritten public offering, any Common Stock Shares for a consideration per share less than 90% of the Purchase Market Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale (the "Triggering Transaction)"), the Purchase Price shall, subject to subparagraphs (1) to (9) of this Paragraph 3.1 3.1, be reduced to the Purchase Price (calculated to the nearest tenth of a cent) determined by dividing: (i) An amount equal multiplying the Purchase Price in effect immediately prior to the time of such issue or sale by a fraction, the numerator of which shall be the sum of (x) the product derived by multiplying of the Number of shares of Common Stock Shares Deemed Outstanding immediately prior to such Triggering Transaction multiplied by the Purchase Market Price then in effect, plus (y) the consideration, if any, received by the Company upon consummation of such Triggering Transaction, by (ii) An amount equal to the sum of (x) the Number of shares of Common Stock Deemed Outstanding immediately prior to such Triggering Transaction plus (y) the number total amount, if any, received or receivable at any time by the Company as consideration for the issuance or sale of such Common Shares and the denominator of which shall be the product of (x) the Number of Common Stock issued Shares Deemed Outstanding immediately after such issue or sale, multiplied by (y) the Market Price immediately prior to such issue or deemed to be issued in accordance with subparagraphs 3.1(1) to (9)) in connection with the Triggering Transactionsale.

ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS. In order to prevent dilution of the right granted hereunder, the Purchase Price shall be subject to adjustment from time to time in accordance with this Paragraph 3. Upon each adjustment of the Purchase Price pursuant to this Paragraph 3, the registered holder Holder of this Warrant shall thereafter be entitled to acquire upon exercise, at the Purchase Price resulting from such adjustment, the number of shares of Class A the Company's Common Stock obtainable by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of shares of Class A the Company's Common Stock acquirable immediately prior to such adjustment and dividing the product thereof by the Purchase Price resulting from such adjustment. Notwithstanding anything to the contrary contained in this Warrant, the provisions of this Paragraph 3 shall not apply in the event of issuances of options to purchase any Common Stock of the Company (the "Common Stock") to employees and independent contractors of the Company or upon the acquisition of all of the issued units of the Megatec Unit Trust, which trust holds all of the capital stock of Megatec Pty. Ltd., pursuant to the terms and conditions set forth in the Unit Redemption and Subscription Agreement. 3.1. ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN PURCHASE PRICE. PRICE Except as provided in Paragraph 3.2 or 3.5 below and except for issuances upon exercise of (i) options issued under the 1999 Stock Option Plan (as defined below), (ii) Series A Options (as defined below) and (iii) Warrants (as defined below), if and whenever on or after the date of issuance hereof the Company shall issue or sell, or shall in accordance with subparagraphs 3.1(1) to (9), inclusive, be deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Purchase Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale (the "Triggering Transaction)"), the Purchase Price shall, subject to subparagraphs (1) to (9) of this Paragraph 3.1 3.1, be reduced to the Purchase Price (calculated to the nearest tenth of a cent) determined by dividing: (i) An an amount equal to the sum of (x) the product derived by multiplying the Number of shares of Common Stock Shares Deemed Outstanding immediately prior to such Triggering Transaction by the Purchase Price then in effect, plus (y) the consideration, if any, received by the Company upon consummation of such Triggering Transaction, by (ii) An an amount equal to the sum of (x) the Number of shares of Common Stock Shares Deemed Outstanding immediately prior to such Triggering Transaction plus (y) the number of shares of Common Stock issued (or deemed to be issued in accordance with subparagraphs 3.1(1) to (9)) in connection with the Triggering Transaction.

ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS. In order to prevent dilution of the right granted hereunder, the Purchase Price shall be subject to adjustment from time to time in accordance with this Paragraph 3. Upon each adjustment of the Purchase Price pursuant to this Paragraph 3, the registered holder Holder of this Warrant shall thereafter be entitled to acquire upon exercise, at the Purchase Price resulting from such adjustment, the number of shares of Class A Common Stock obtainable by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of shares of Class A Common Stock acquirable immediately prior to such adjustment and dividing the product thereof by the Purchase Price resulting from such adjustment. Notwithstanding anything to the contrary contained in this Warrant, the provisions of this Paragraph 3 shall not apply in the event of issuances of options to purchase any Common Stock of the Company (the "Common Stock") to employees and independent contractors of the Company or upon the acquisition of all of the issued units of the Megatec Unit Trust, which trust holds all of the capital stock of Megatec Pty. Ltd., pursuant to the terms and conditions set forth in the Unit Redemption and Subscription Agreement. 3.1. ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN PURCHASE MARKET PRICE. Except as provided in Paragraph 3.2 or 3.5 below, if and whenever on or after the date of issuance hereof the Company shall issue or sell, or shall in accordance with subparagraphs 3.1(1) to (9), inclusive, be deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Purchase Market Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale (the "Triggering Transaction)"), the Purchase Price shall, subject to subparagraphs (1) to (9) of this Paragraph 3.1 3.1, be reduced to the Purchase Price (calculated to the nearest tenth of a cent) determined by dividing: (i) An an amount equal to the sum of (x) the product derived by multiplying the Number of shares of Common Stock Shares Deemed Outstanding immediately prior to such Triggering Transaction by the Purchase Price then in effect, plus (y) the consideration, if any, received by the Company upon consummation of such Triggering Transaction, by (ii) An an amount equal to the sum of (x) the Number of shares of Common Stock Shares Deemed Outstanding immediately prior to such Triggering Transaction plus (y) the number of shares of Common Stock issued (or deemed to be issued in accordance with subparagraphs 3.1(1) to (9)) in connection with the Triggering Transaction.