Common use of Secondary Public Offering Clause in Contracts

Secondary Public Offering. In the event the adjusted earnings of the Singlepoint Division are equal to or in excess of $400,000 in the first six months after the Closing Date, GMI shall use its best efforts to cause GMC to commence a secondary public offering and file a Registration Statement with the Securities and Exchange Commission as soon as practicable after April 30, 1999. Upon the written request of a shareholder of Enterprise (an "Enterprise Shareholder") given within 30 days after receipt of a notice from GMC relating to such a proposed offering, GMI shall use its best efforts to cause GMC, except as herein provided, to cause all shares of GMC common stock that the Enterprise Shareholder has acquired pursuant to this Agreement and with respect to which the Enterprise Shareholder has requested registration to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the Enterprise Shareholder of the shares to be so registered; PROVIDED, HOWEVER, that nothing herein shall prevent GMC from, at any time, abandoning or delaying any such registration if it is in its best interests to do so. If any such registration pertains to an underwritten offering in whole or in part, GMC may require that the shares requested for inclusion by the Enterprise Shareholder pursuant to this section be included in the underwritten offering on the same terms and conditions as the securities otherwise being sold through the underwriters, PROVIDED, HOWEVER, that GMI shall use its best efforts to cause GMC to raise an amount of capital in such offering such that the Enterprise Shareholders receive proceeds therefrom equal to 12 times the adjusted earnings of the Singlepoint Division accumulated from the Closing Date until the month prior to the signing by GMC of an underwriting agreement (the "Accumulation Period"), PROVIDED, HOWEVER, that if the Accumulation Period exceeds 12 months, the adjusted earnings of the Singlepoint Division shall be calculated, for purposes of this Section 4.11, for the 12 month period immediately preceding the signing by GMC of an underwriting agreement relating to the offering. Any proceeds received by the Enterprise Shareholders pursuant to this Section 4.11 shall be applied towards the aggregate Purchase Price paid by SSI to Enterprise in accordance with Section 1.4 and shall not be deemed to constitute an early payout of the Earn Out Payment.

Secondary Public Offering. In The Agents shall have received evidence ------------------------- satisfactory to them that (i) the event the adjusted earnings of the Singlepoint Division are equal to or in excess of $400,000 in the first six months after the Closing Date, GMI shall use its best efforts to cause GMC to commence a secondary public offering of approximately 5,500,000 shares of Parent Common Stock (the "Secondary Public Offering") shall have been consummated, (ii) the Administrative Agent shall have received executed or conformed copies of each of the registration statement and file each material certificate, opinion, agreement, instrument or other document delivered by Parent or any underwriter pursuant thereto (collectively, the "Secondary Public Offering Documents"), all in form and substance reasonably satisfactory to the Structuring Agent, (iii) each of the Secondary Public Offering Documents shall be in full force and effect, (iv) the Parent shall have received not less than $100,000,000 in aggregate gross proceeds from the Secondary Public Offering, (v) the Parent shall have contributed the net proceeds from the Secondary Public Offering (after deducting expenses and underwriting discounts and commissions) to the Borrower as an equity contribution, (vi) the Borrower shall have used such contributions to, among other things, repay the outstanding Advances, (vii) any additional net proceeds shall be deposited in a Registration Statement Concentration Account with the Securities and Exchange Commission as soon as practicable after April 30, 1999. Upon Cash Manager to be held until used by the written request of Borrower for a shareholder of Enterprise (use for which an "Enterprise Shareholder") given within 30 days after receipt of a notice from GMC relating Advance would have been permitted to such a proposed offering, GMI shall use its best efforts to cause GMC, except as herein provided, to cause all shares of GMC common stock that be used under the Enterprise Shareholder has acquired pursuant to this Credit Agreement and (viii) all other matters with respect to which the Enterprise Shareholder has requested registration to Secondary Public Offering shall be included in such registration statement, all reasonably satisfactory to the extent requisite to permit Agents. Notwithstanding the sale or other disposition by the Enterprise Shareholder of the shares to be so registered; PROVIDEDforegoing, HOWEVER, that nothing herein shall prevent GMC from, at any time, abandoning or delaying any such registration if it is in its best interests to do so. If any such registration pertains to an underwritten offering in whole or in part, GMC may require that the shares requested for inclusion by the Enterprise Shareholder pursuant to this section be included (a) outstanding Advances in the underwritten offering on the same terms and conditions as the securities otherwise being sold through the underwriters, PROVIDED, HOWEVER, that GMI shall use its best efforts to cause GMC to raise an amount of capital in such offering such that the Enterprise Shareholders receive proceeds therefrom equal to 12 $1,000 shall be maintained at all times the adjusted earnings of the Singlepoint Division accumulated from the Closing Date until the month prior to the signing by GMC Maturity Date and (b) in connection with the use of an underwriting agreement net proceeds from the Secondary Public Offering, the Borrower shall not be obligated to reduce, pay down or deposit funds as collateral for any Letter of Credit Exposure at the time of the Secondary Public Offering. If this Amendment does not become effective prior to the Termination Date, this Amendment shall be null and void; provided however that the Borrower and the Parent shall still be obligated to pay the certain fees to Societe Generale, Southwest Agency and Bank One, Texas, N.A. and reimburse such Banks for costs and expenses incurred in connection with this Amendment as provided in the Fee Letter (the "Accumulation PeriodAmendment Fee Letter") and the Commitment Letter (the "Amendment Commitment Letter"), PROVIDED, HOWEVER, that if the Accumulation Period exceeds 12 monthsboth executed by such Banks, the adjusted earnings Borrower and the Parent and dated as of the Singlepoint Division shall be calculatedJanuary 15, for purposes of this Section 4.11, for the 12 month period immediately preceding the signing by GMC of an underwriting agreement relating to the offering. Any proceeds received by the Enterprise Shareholders pursuant to this Section 4.11 shall be applied towards the aggregate Purchase Price paid by SSI to Enterprise in accordance with Section 1.4 and shall not be deemed to constitute an early payout of the Earn Out Payment1997.