Common use of Underwritten Public Offering Clause in Contracts

Underwritten Public Offering. If the registration of which Company gives notice is for a registered public offering involving an underwritten public offering, Company shall so advise the Holder as a part of the written notice given pursuant to Section 14(a)(i). In such event the Warrant Shares change from being Common Stock to be the Company’s Common Stock. The right of the Holder to registration pursuant to this Section 14 shall be conditioned upon the Holder’s participation in such underwritten public offering and the inclusion of the Warrant Shares in the underwritten public offering to the extent provided herein. If the Holder proposes to distribute the Warrant Shares through such underwritten public offering, the Holder shall (together with Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten public offering by Company. Notwithstanding any other provision of this Section 14, if a determination is made by the underwriter or underwriters that the inclusion of the Warrant Shares adversely affects their ability to market or sell the shares, then no Warrant Shares are required hereby to be included in the contemplated sale. If the terms of any such underwritten public offering differ materially from the terms (including range of offering price) previously communicated to the Holder, the Holder may elect to withdraw therefrom by written notice to Company and the underwriter, which notice, to be effective, must be received by Company at least two (2) business days before the anticipated effective date of the Registration Statement. The Warrant Shares so withdrawn from such underwritten public offering shall also be withdrawn from such registration. In the event that the contemplated sale does not involve an underwritten public offering and a determination that the inclusion of the Warrant Shares adversely affects the marketing of the shares shall be made by the Board of Directors of Company in its good faith discretion, then no Warrant Shares are required hereby to be included in the contemplated sale.

Underwritten Public Offering. If the registration of which the Company gives notice is for a registered public offering involving an underwritten public offeringunderwriting, the Company shall so advise the Holder Holders as a part of the written notice given pursuant to Section 14(a)(i3(a). In such event the Warrant Shares change from being Common Stock to be the Company’s Common Stock. The right of the Holder Holders to registration pursuant to this Section 14 Agreement shall be conditioned upon the Holder’s participation in such underwritten public offering and the inclusion of the Warrant Shares Holders’ Registrable Securities in the underwritten public offering underwriting to the extent provided herein. If the Holder proposes All stockholders proposing to distribute the Warrant Shares their securities through such underwritten public offering, the Holder underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwritten public offering by the Company, which underwriter(s) are reasonably acceptable to a majority-in-interest of the Holders. Notwithstanding any other provision of this Section 14Agreement, if a determination is made by the underwriter or underwriters that the inclusion representative of the Warrant Shares adversely affects their ability underwriters advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to market or sell be underwritten, the sharesrepresentative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be sold in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, then no Warrant Shares and the number of shares of securities that are required hereby entitled to be included in the contemplated saleregistration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter in the following manner: the securities of the Company held by officers and directors of the Company shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation or elimination on the number of shares is still required, then the securities of the Company held by other stockholders of the Company (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, then the number of shares that may be included in the registration statement and underwriting shall be allocated among all stockholders of the Company in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration at the time of filing the registration statement. If any Holder disapproves of the terms of any such underwritten public offering differ materially from the terms (including range of offering price) previously communicated to the Holderunderwriting, the Holder he or she may elect to withdraw therefrom by written notice to the Company and the underwriter, which notice, to be effective, must be received by Company at least two (2) business days before the anticipated effective date of the Registration Statement. The Warrant Shares so Any Registrable Securities or other securities excluded or withdrawn from such underwritten public offering underwriting shall also be withdrawn from such registration. In the event that the contemplated sale does not involve an underwritten public offering and a determination that the inclusion of the Warrant Shares adversely affects the marketing of the shares shall be made by the Board of Directors of Company in its good faith discretion, then no Warrant Shares are required hereby to be included in the contemplated sale5.

Underwritten Public Offering. If the registration of which Company gives notice Primary Offering is for a registered public offering involving an underwritten public offering on behalf of MART, MART's obligation to include in such registration the Registrable Securities of any Participating Holder shall be conditioned upon the Participating Holder entering into an underwriting agreement with the underwriters, agreeing to be bound by all terms and conditions of the offering, Company shall so advise and providing such complete and accurate information as the Holder as a part underwriter may request, including information for inclusion in the registration statement. If the managing underwriter advises MART in writing that the total number of Common Shares requested to be included in such offering by the Participating Holders and by MART exceeds the number of Common Shares which, in the opinion and at the reasonable discretion of such managing underwriter, can be included in the offering without adversely affecting the offering, the price range of the written notice given pursuant Common Shares offered or the probability of success of such offering, MART will include in such offering (i) first, all Common Shares that MART proposes to Section 14(a)(ioffer, and (ii) second, up to the full number of Registrable Securities requested by Participating Holders to be included in such registration that the managing underwriter reasonably believes will not so affect the offering. In such event, the number of Common Shares to be included in such offering by all holders, including the Participating Holders, shall be allocated pro rata among all such holders on the basis of the total number of Common Shares (including Registrable Securities) subject to registration rights that are held by each such holder (regardless of the number of Common Shares requested to be included in such registration). In such event the Warrant Shares change from being Common Stock to be the Company’s Common Stock. The right case of the Holder to a request for registration pursuant to this Section 14 shall be conditioned upon the Holder’s participation 4 in such underwritten public offering and the inclusion of the Warrant Shares in the underwritten public offering to the extent provided herein. If the Holder proposes to distribute the Warrant Shares through such underwritten public offeringconnection with a Put, the Holder shall (together with Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected Put will not be settled for such underwritten public offering by Company. Notwithstanding any other provision of this Section 14, if a determination is made by the underwriter or underwriters that the inclusion of the Warrant Shares adversely affects their ability to market or sell the shares, then no Warrant Shares are required hereby to be included in the contemplated sale. If the terms of any such underwritten public offering differ materially from the terms (including range of offering price) previously communicated to the Holder, the Holder may elect to withdraw therefrom by written notice to Company and the underwriter, which notice, to be effective, must be received by Company at least two (2) business days before the anticipated effective date of the Registration Statement. The Warrant Shares so withdrawn from registration statement which includes such underwritten public offering Registrable Securities and shall also be withdrawn from such registration. In considered as never having been exercised to the event extent that the contemplated sale does Registrable Securities are not involve an underwritten public offering and a determination that the inclusion of the Warrant Shares adversely affects the marketing of the shares shall be made by the Board of Directors of Company in its good faith discretion, then no Warrant Shares are required hereby to be included in the contemplated saleso included.

Underwritten Public Offering. If the registration of which Company gives notice is for a registered public offering involving Acquiror will use all commercially reasonable efforts to engage in an underwritten public offering, Company shall so advise the Holder as a part offering of the written notice given pursuant to Section 14(a)(i). In such event the Warrant Shares change from being shares of Acquiror Common Stock for its own account or for the account of stockholders of Acquiror within nine (9) months after the Effective Time. Prior to be filing a registration statement (an "Acquiror Registration Statement") under the Company’s Common Stock. The right of the Holder to registration pursuant to this Section 14 shall be conditioned upon the Holder’s participation Securities Act in connection with such an underwritten public offering and of shares of Acquiror Common Stock during such period, Acquiror will give written notice to the inclusion Company Stockholders (other than any Dissenting Company Stockholders) of its intention to do so. Upon the Warrant Shares written request of any such Company Stockholder (a "Requesting Stockholder"), received by Acquiror within thirty (30) days after the giving of any such notice by Acquiror, to register for sale pursuant to such Acquiror Registration Statement any shares of Acquiror Common Stock issued to such Requesting Stockholder in the underwritten public offering Merger, Acquiror will use its reasonable best efforts to cause the extent provided herein. If the Holder proposes shares of Acquiror Common Stock as to distribute the Warrant Shares through which such underwritten public offering, the Holder registration shall (together with Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten public offering by Company. Notwithstanding any other provision of this Section 14, if a determination is made by the underwriter or underwriters that the inclusion of the Warrant Shares adversely affects their ability to market or sell the shares, then no Warrant Shares are required hereby have been so requested to be included in the contemplated sale. If the terms of any such underwritten public offering differ materially from the terms (including range of offering price) previously communicated to the Holder, the Holder may elect to withdraw therefrom by written notice to Company and the underwriter, which notice, to be effective, must be received by Company at least two (2) business days before the anticipated effective date of the Acquiror Registration Statement. The Warrant Shares so withdrawn from such underwritten public offering shall also be withdrawn from such registration. In the event ; provided, however, that the contemplated sale does not involve an underwritten public offering and a determination that the inclusion number of the Warrant Shares adversely affects the marketing such shares of the shares shall be made Acquiror Common Stock so requested by the Board of Directors of Company in its good faith discretion, then no Warrant Shares are required hereby such Requesting Stockholder to be included in the contemplated saleAcquiror Registration Statement may be reduced (pro rata on the basis of the relative number of shares of Acquiror Common Stock originally requested by such Requesting Stockholder to be so included compared to the total number of shares of Acquiror Common Stock so requested to be included by all of the Requesting Stockholders and any other stockholders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing or pricing of the shares of Acquiror Common Stock to be sold by Acquiror thereunder. The obligations of Acquiror under this Section 7.18(d) shall be for the benefit of the Company Stockholders (other than any Dissenting Company Stockholders) and shall survive the Effective Time.