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 The Warrant Shares so withdrawn from such underwritten public offering shall also be withdrawn from such registration.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 Company shall not cause, and shall ensure that Pubco does not cause, the registration under the Securities Act of any other shares of its common stock to become effective (other than registration of an employee stock plan, or registration in connection with any Securities Act Rule 145 or similar transaction) during the Effectiveness Period of a registration requested hereunder for an underwritten public offering if, in the judgment of the underwriter or underwriters, marketing factors would materially adversely affect the price of the Registrable Securities subject to such underwritten registration. SECTION 4. OBLIGATIONS OF COMPANY In addition to the obligations of the Company set forth in Section 2.1, and in no way in limitation of such obligations, whenever the Company or Pubco is required by the provisions of this Agreement to effect the registration of the Registrable Securities, the Company shall, or shall cause Pubco to: (i) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective during the Effectiveness Period, provided not less than five (5) business days prior to the filing of each Registration Statement and not less than one (1) Trading day prior to the filing of any related prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to Legal Counsel copies of the Registration Statement proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of Legal Counsel, (ii) comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement for the Effectiveness Period; (iii) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold; (iv) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as the Holders shall reasonably request, maintain any such registration or qualification current for the Effectiveness Period, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; (v) take all such other actions either necessary or reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (vi) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; (vii) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (a) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for the Effectiveness Period (b) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (c) the receipt by the Company gives notice of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, or (d) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, prospectus or other documents so that, in the case of a Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (viii) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company or Pubco are then listed; (ix) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and (x) use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 3, if such securities are being sold through underwriters, or if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date as such registration statement becomes effective, of the counsel representing the Company for the purposes of such registration, in form and substance as is for a registered public offering involving customarily given to underwriters in an underwritten public offering, Company shall so advise addressed to the Holder underwriters and to the Holders requesting registration of Registrable Securities and (B) a letter dated such date as a part such registration statement becomes effective, from the independent certified public accountants of the written notice Company, in form and substance as is customarily given pursuant by independent certified public accountants 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 underwriters 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 reasonably satisfactory to the Holders of a determination that the inclusion majority of the Warrant Shares adversely affects Registrable Securities being registered, addressed to the marketing underwriters, if any, and to the Holders requesting registration of Registrable Securities. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the shares shall be made by Registrable Securities under the Board laws of Directors a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in its good faith discretion, then no Warrant Shares are required hereby to be included in the contemplated sale.such jurisdiction. -7- SECTION 5

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.