Common use of Additional Registration Rights Clause in Contracts

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee Holder of its intention to do so and, upon the written request of any Selling Stockholder Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderHolder), Issuer will cause all such shares for which a Selling Stockholder requests Holder shall have requested participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act or any successor Formform; provided, further, however, that such election pursuant to clause (i) may only be made one time. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b9(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring Holders permitted to register their shares of Issuer Common Stock in connection with such registration pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Holder bears to the total number of shares requested to be registered by all such Selling Stockholders Holders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any some or all of such shares to be so registered (i) if the underwriters in the reasonable Public Offering in good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan agreement or a registration filed on Form S-4 of the Securities Act or any equivalent or successor Form. If some some, but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) ), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form; provided, further, however, that such election pursuant to (i) may only be made two times. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b9(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee (and any permitted transferee) of its intention to do so and, upon the written request of Grantee (or any Selling Stockholder such permitted transferee of Grantee) given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderGrantee (or such permitted transferee)), Issuer will cause all such shares for shares, the holders of which a Selling Stockholder requests shall have requested participation in such registration registration, to be so registered and included in such underwritten public offering; , provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor FormS-4; provided, further, however, that such election pursuant to (i) may only be made one time. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) subparagraph (b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Grantee and any such permitted transferee desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder holder bears to the total number of shares requested to be registered by all such Selling Stockholders holders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after ------------------------------ the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form; provided, further, however, that such election pursuant to (i) may only be made two times. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b9(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer FBI at any time after the exercise of the Option proposes to register any shares of Issuer FBI Common Stock under the Securities Act Act, in connection with an underwritten public offering of such Issuer FBI Common Stock, Issuer FBI will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer FBI Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer FBI will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer FBI may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any equivalent or successor Form. If some some, but not all the shares of Issuer FBI Common Stock Stock, with respect to which Issuer FBI shall have received requests for registration pursuant to this Section 10(b) ), shall be excluded from such registration, Issuer FBI shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer FBI Common Stock registered for sale.

Additional Registration Rights. If Issuer AFC at any time after the exercise of the Option proposes to register any shares of Issuer AFC Common Stock under the Securities Act Act, in connection with an underwritten public offering of such Issuer AFC Common Stock, Issuer AFC will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer AFC Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer AFC will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer AFC may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any equivalent or successor Form. If some some, but not all the shares of Issuer AFC Common Stock Stock, with respect to which Issuer AFC shall have received requests for registration pursuant to this Section 10(b) ), shall be excluded from such registration, Issuer AFC shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata PRO RATA in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer AFC Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the ------------------------------ exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; providedPROVIDED, howeverHOWEVER, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor FormS- 4; PROVIDED, FURTHER, HOWEVER, that such election pursuant to (i) may only be made two times. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(bsubsection (b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer Issuer, at any time after the exercise of the Option and prior to the first anniversary of the date of the Subsequent Triggering Event, proposes to register any shares securities of Issuer Common Stock or rights representing securities of Issuer under the Securities Act in connection with an underwritten public offering of such Issuer Common StockAct, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder Grantee given within 30 thirty (30) days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock of Issuer intended to be included in such underwritten public offering by the Selling StockholderGrantee), Issuer will cause all such shares for which a Selling Stockholder Grantee requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect not to not cause any such shares to be so registered (i) if such public offering is to be underwritten and the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform; provided further, however, that such election pursuant to (i) may only be made twice. If some but not all of the shares of Issuer Common Stock of Issuer with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b6(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders selling shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder selling shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders selling shareholders then desiring to have Issuer shares of Common Stock of Issuer registered for sale.

Additional Registration Rights. If Issuer the Company, at any time after the exercise of the Option Option, proposes to register any shares securities of Issuer Common Stock the Company or rights representing securities of the Company under the Securities Act in connection with an underwritten public offering of such Issuer Common StockAct, Issuer the Company will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 thirty (30) days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock Company Ordinary Shares intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer the Company will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; providedPROVIDED, howeverHOWEVER, that Issuer the Company may elect not to not cause any such shares to be so registered (i) if such public offering is to be underwritten and the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form; PROVIDED, FURTHER, HOWEVER, that such election pursuant to (i) may only be made twice. If some but not all of the shares of Issuer Common Stock Company Ordinary Shares with respect to which Issuer the Company shall have received requests for registration pursuant to this Section 10(b9(b) shall be excluded from such registration, Issuer the Company shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock Company Ordinary Shares registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee Holder of its intention to do so and, upon the written request of any Selling Stockholder Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderHolder), Issuer will cause all such shares for which a Selling Stockholder requests Holder shall have requested participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act or any successor Formform; provided, further, however, that such election pursuant to clause (i) may only be made on time. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b9(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring Holders permitted to register their shares of Issuer Common Stock in connection with such registration pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Holder bears to the total number of shares requested to be registered by all such Selling Stockholders Holders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 thirty (30) days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form; provided, further, however, that such election pursuant to (i) may only be made once. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) 9(b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer the Company, at any time after the exercise of the Option Option, proposes to register any shares securities of Issuer Common Stock the Company or rights representing securities of the Company under the Securities Act in connection with an underwritten public offering of such Issuer Common StockAct, Issuer the Company will promptly give written notice to Grantee the Optionee of its intention to do so and, upon the written request of any Selling Stockholder Optionee given within 30 thirty (30) days after receipt of any such notice (which request shall specify the number of shares Shares of Issuer Company Common Stock intended to be included in such underwritten public offering by the Selling StockholderOptionee), Issuer the Company will cause all such shares for which a Selling Stockholder Optionee requests participation in such registration registration, to be so registered and included in such underwritten public offering; providedPROVIDED, howeverHOWEVER, that Issuer the Company may elect not to not cause any such shares to be so registered (i) if such public offering is to be underwritten and the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform; PROVIDED, FURTHER, HOWEVER, that such election pursuant to (i) may only be made twice. If some but not all of the shares of Issuer Company Common Stock with respect to which Issuer the Company shall have received requests for registration pursuant to this Section 10(b8(b) shall be excluded from such registration, Issuer the Company shall make appropriate allocation of shares to be registered among the Selling Stockholders selling shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder selling shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders selling shareholders then desiring to have Issuer shares of Company Common Stock registered for sale.

Additional Registration Rights. If Issuer The Company agrees that, if at any time on or after the exercise date of Closing the Company grants to any Person the right to request the Company to effect the registration or qualification or filing for exemption under applicable Federal or state securities laws of any securities of the Option proposes Company (other than on Forms S-4 or S-8 or similar registration forms and other than shares issued pursuant to register any merger, consolidation, tender offer, acquisition of assets or similar transaction), whether pursuant to any subsequent agreement or understanding reached on or after the date of Closing or pursuant to any amendment or supplement to any agreement existing on or prior to the date of Closing or otherwise, such agreement or agreements providing for such rights shall provide that (a) the holders of such rights may participate in any registration requested pursuant to Section 10.1 (but only on a subordinated basis to the rights of the holders of the Underlying Shares and shares of Restricted Stock to participate therein) if in the opinion of the managing underwriter of any such underwritten registration such shares may be included in such registration without having an adverse effect on the marketability or the price of any shares of Issuer Common Stock under of the Securities Act Company proposed to be offered by the Holders of Underlying Shares and shares of Restricted Stock, and (b) the Holders of Underlying Shares and shares of Restricted Stock shall be permitted to participate in connection with an any such underwritten public offering registration requested by the holders of such Issuer Common Stockrights (on a subordinated basis to the rights of the holders requesting such registration to participate therein, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number but pro rata with all other holders of shares of Issuer Common Stock intended of the Company to be included in any such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (iregistration) if in the reasonable good faith opinion of the underwriters for managing underwriter of any such offering, the inclusion of all underwritten registration such shares may be included in such registration without having an adverse effect on the marketability or the price of any shares of Common Stock of the Company proposed to be offered by the Selling Stockholder would materially interfere with the marketing holder or holders of such offering (rights in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such underwritten registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer LISB at any time after the exercise of the Option proposes to register any shares of Issuer LISB Common Stock under the Securities Act Act, in connection with an underwritten public offering of such Issuer LISB Common Stock, Issuer LISB will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer LISB Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer LISB will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer LISB may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any equivalent or successor Form. If some some, but not all the shares of Issuer LISB Common Stock Stock, with respect to which Issuer LISB shall have received requests for registration pursuant to this Section 10(b) ), shall be excluded from such registration, Issuer LISB shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata PRO RATA in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer LISB Common Stock registered for sale.

Additional Registration Rights. If Issuer Issuer, at any time after the exercise of the Option Option, proposes to register any shares of Issuer Common Stock under the Securities Act applicable laws and regulations in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any equivalent or successor Form. If some some, but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) ), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee (any permitted transferee) of its intention to do so and, upon the written request of Grantee (or any Selling Stockholder such permitted transferee of Grantee) given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderGrantee (or such permitted transferee)), Issuer will cause all such shares for shares, the holders of which a Selling Stockholder requests shall have requested participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that the Issuer may elect not to not cause any all of the shares for which the Grantee has requested participation in such shares registration to be so registered and included in such underwritten public offering (i) if the underwriters, for good business reasons and in the reasonable good faith opinion of the underwriters for faith, object to such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement a dividend reinvestment or similar plan, an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform, or a registration filed on a form which does not permit registration of resales; provided further, that such election pursuant to clause (i) may be made only one time. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall l have received requests for registration pursuant to this Section 10(b) subparagraph (b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring selling holders of Option Shares and any other person (other than Issuer or any person exercising demand registration rights in connection with such registration) who or which is permitted to register their shares of Issuer Common Stock in connection with such registration pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder selling holder of Option Shares bears to the total number of shares requested to be registered by all such Selling Stockholders persons then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. (a) If Issuer at any time after the exercise Shelf -------------------------------- Registration Period there remains a Holder of Registrable Securities and such Holder is an Affiliate of the Option Company or such Holder reasonably believes that they are deemed to be an Affiliate of the Company (both, a "Holder Affiliate"), and the company proposes to register file on its behalf or on behalf of any shares of Issuer Common Stock its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in connection a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with an underwritten public offering respect to its Common Stock or any other class of such Issuer Common Stockequity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, Issuer it will promptly give written notice to Grantee such Holder Affiliate of its intention the Registrable Securities at least 45 days before the initial filing with the Commission of such registration statement which notice shall set forth the intended method of disposition of the securities proposed to do so andbe registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities, upon the written request as such Holder Affiliate may request. Each Holder Affiliate of any Selling Stockholder given Registrable Securities desiring to have Common Stock registered under this Section 7.03 shall advise the Company in writing within 30 days after the date of receipt of any such notice (offer from the Company, setting forth the amount of such Common Stock for which request registration is requested. The Company shall specify thereupon include in such filing the number of shares of Issuer Common Stock intended for which registration is so requested, subject to the following sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If a public offering is proposed for the securities being registered by the Company or such demanding security holder and the managing underwriter of such public offering advises the Company in writing that, in its opinion, the distribution of the Common Stock requested to be included in such underwritten public offering the registration concurrently with the securities being registered by the Selling Stockholder)Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, Issuer will cause then the Company, if applicable, and all selling security holders (including, if applicable, the Holder and the demanding security holders who initially requested such shares for which registration) shall reduce the amount of securities each intended to distribute through such offering on a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offeringpro rata basis; provided, however, that Issuer may elect the company shall not be required to not cause any such shares reduce the amount of securities to be so registered (i) if in the reasonable good faith opinion distributed on its behalf to less than 50% of the underwriters for aggregate number of securities to be registered in such offering, . (b) The Holder Affiliates of at least a majority of the inclusion of all such shares Registrable Securities held by Holder Affiliates that remain outstanding may make a written request to the Selling Stockholder would materially interfere with Company after the marketing Shelf Registration Period requesting that the Company effect the registration of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of Registrable Securities under the Securities Act specifying the aggregate number of Shares of Registrable Securities proposed to be sold by the Holder Affiliates and the intended method or any successor Formmethods of disposition thereof. If some but not The Company shall promptly notify all such Holder Affiliates in writing of the shares receipt of Issuer Common Stock with respect such request and each such Holder Affiliate may elect (by written notice sent to which Issuer shall the Company within ten business days from the date of such Holder Affiliate's receipt of the aforementioned notice from the Company) to have received requests for its Registrable Securities included in such registration thereof pursuant to this Section 10(b7.03(b). Thereupon, the Company shall, as expeditiously as is possible, effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Holder Affiliates for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Common Stock so registered; provided, however, that (i) at least 25% of the Registrable Securities held by Affiliates must be registered pursuant to such demand registration, (ii) the Company shall not be excluded from required to effect more than one registration of any Common Stock pursuant to this Section 7.03(b), (iii) a demand registration will not count as such until it has become effective, and, (a) if the demand registration does not become effective because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the written request made by the Holder Affiliates or (b) if, after the demand registration has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court then the demand registration shall not be deemed to have been effected and will not count as a demand registration, (iv) a demand registration will not count as such if the Company offers any shares of stock pursuant to such registration in accordance with the next sentence and (v) the Company may delay filing one registration statement pursuant to this Section 7.03(b) for a period of up to 90 days. If a demand registration was initiated pursuant to this Section 7.03(b) and the Company then wishes to offer shares of stock in connection with such registration, Issuer then such registration will be considered a registration pursuant to Section 7.03(a) and the provisions of Section 7.03(a) and not this Section 7.03(b) shall make appropriate allocation apply. If the Holder Affiliates so elect, the offering of shares such Registrable Securities pursuant to such demand registration shall be in the form of a "firm commitment" underwritten offering. A majority in interest of the Holder Affiliates shall have the right to select the managing underwriters and any additional investment bankers and managers to be registered among the Selling Stockholders desiring to register their shares pro rata used in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears connection with any offering under this Section 7.03(b), subject to the total number of shares requested to Company's approval, which approval shall not be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for saleunreasonably withheld.

Additional Registration Rights. If Issuer at any time after the ------------------------------ exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to -------- ------- not cause any some or all of such shares to be so registered (i) if the underwriters in the reasonable Public Offering in good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan agreement or a registration filed on Form S-4 of the Securities Act or any equivalent or successor Form. If some some, but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) ), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common StockCommon, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 fifteen (15) days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form; provided, further, however, that such election pursuant to (i) may only be made two times. If some but not all the shares of Issuer Common Stock Common, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) 9(b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee Holder of its intention to do so and, upon the written request of any Selling Stockholder Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderHolder), Issuer will cause all such shares for which a Selling Stockholder requests Holder shall have requested participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act or any successor Formform; provided, further, however, that such election pursuant to clause (i) may only be made one time. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b9(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring Holders permitted to register their shares of Issuer Com- mon Stock in connection with such registration pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Holder bears to the total number of shares requested re- quested to be registered by all such Selling Stockholders Holders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer Company at any time after the exercise of the Option proposes to register any shares of Issuer Company Common Stock Shares under the Securities Act in connection with an underwritten public offering of such Issuer Company Common StockShares, Issuer Company will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Company Common Stock Shares intended to be included in such underwritten public offering by the Selling Stockholder), Issuer Company will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; providedPROVIDED, howeverHOWEVER, that Issuer Company may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer Company shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Company Common Stock Shares with respect to which Issuer Company shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer Company shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Company Common Stock Shares registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Holders of its intention to do so and, upon the written request of any Selling Stockholder Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderHolder), Issuer will cause all such shares for which a Selling Stockholder Holder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any all of such shares to be so registered (i) if the managing underwriter imposes a limitation on the number of shares of Issuer Common Stock that may be included in the reasonable good faith opinion registration because, in such underwriter's judgment, such limitation would be necessary to effect an orderly public distribution, then Issuer will be obligated to include only such limited portion, if any, of the underwriters for such offering, Issuer Common Stock with respect to which the Holders have requested inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)hereunder, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform, in which case Issuer shall not be required to include any of Holder's shares in the registration; provided, further, however, that an election pursuant to (i) may be only made one time. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) 9(b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Holders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Holder bears to the total number of shares requested to be registered by all such Selling Stockholders Holders then desiring to have Issuer Common Stock registered for sale. Issuer shall not be obligated to effect more than one (1) registration pursuant to this Section 9(b).

Additional Registration Rights. If Issuer Issuer, at any time after the ------------------------------ exercise of the Option and prior to the first anniversary of the date of the Subsequent Triggering Event, proposes to register any shares securities of Issuer Common Stock or rights representing securities of Issuer under the Securities Act in connection with an underwritten public offering of such Issuer Common StockAct, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder Grantee given within 30 thirty (30) days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock of Issuer intended to be included in such underwritten public offering by the Selling StockholderGrantee), Issuer will cause all such shares for which a Selling Stockholder Grantee requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect not to not cause any such shares to be so -------- ------- registered (i) if such public offering is to be underwritten and the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform; provided further, however, that such election pursuant to (i) may only be made -------- ------- ------- twice. If some but not all of the shares of Issuer Common Stock of Issuer with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b6(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders selling shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder selling shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders selling shareholders then desiring to have Issuer shares of Common Stock of Issuer registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act Act, the NYBL or the rules and regulations of the FDIC in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any equivalent or successor Form; provided, further, however, that such election pursuant to (i) may only be made two times. If some some, but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) 9(b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata PRO RATA in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after ------------------------------ the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Holders of its intention to do so and, upon the written request of any Selling Stockholder Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderHolder), Issuer will cause all such shares for which a Selling Stockholder Holder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any all of such shares to be so registered (i) if the managing underwriter imposes a limitation on the number of shares of Issuer Common Stock that may be included in the reasonable good faith opinion registration because, in such underwriter's judgment, such limitation would be necessary to effect an orderly public distribution, then Issuer will be obligated to include only such limited portion, if any, of the underwriters for such offering, Issuer Common Stock with respect to which the Holders have requested inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)hereunder, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform, in which case Issuer shall not be required to include any of Holder's shares in the registration; provided, further, however, that an election pursuant to (i) may be only made one time. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) 9(b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Holders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Holder bears to the total number of shares requested to be registered by all such Selling Stockholders Holders then desiring to have Issuer Common Stock registered for sale. Issuer shall not be obligated to effect more than one (1) registration pursuant to this Section 9(b).

Additional Registration Rights. If For two years after the ------------------------------ exercise of the Option, if Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Holders of its intention to do so and, upon the written request of any Selling Stockholder Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderHolder), Issuer will cause all such shares for which a Selling Stockholder Holder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any all of such shares to be so registered (i) if the managing underwriter imposes a limitation on the number of shares of Issuer Common Stock that may be included in the reasonable good faith opinion registration because, in such underwriter's judgment, such limitation would be necessary to effect an orderly public distribution, then Issuer will be obligated to include only such limited portion, if any, of the underwriters for such offering, Issuer Common Stock with respect to which the Holders have requested inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)hereunder, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform, in which case Issuer shall not be required to include any of Holder's shares in the registration; provided, further, however, that an election pursuant to (i) may be only made one time. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) 9(b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Holders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Holder bears to the total number of shares requested to be registered by all such Selling Stockholders Holders then desiring to have Issuer Common Stock registered for sale. Issuer shall not be obligated to effect more than one (1) registration pursuant to this Section 9(b).

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any some or all of such shares to be so registered (i) if the underwriters in the reasonable Public Offering in good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form; provided, further, however, that such election pursuant to (i) may only be made once. If some some, but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) 9(b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; providedPROVIDED, howeverHOWEVER, that Issuer may elect to not cause any some or all of such shares to be so registered (i) if the underwriters in the reasonable Public Offering in good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan agreement or a registration filed on Form S-4 of the Securities Act or any equivalent or successor Form. If some some, but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) ), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata PRO RATA in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee Holder of its intention to do so and, upon the written request of any Selling Stockholder Holder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderHolder), Issuer will cause all such shares for which a Selling Stockholder requests Holder shall have requested participation in such registration to be so registered and included in such underwritten under- written public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of under the Securities Act or any successor Formform; provided, further, however, that such election pursuant to clause (i) may only be made one time. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b9(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring Holders permitted to register their shares of Issuer Common Stock in connection with such registration pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Holder bears to the total number of shares requested to be registered by all such Selling Stockholders Holders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Holders of its intention to do so and, upon the written request of any Selling Stockholder Holder given within 30 thirty (30) days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderHolder), Issuer will cause all such shares for which a Selling Stockholder Holder requests participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform, provided, further, however, that such election pursuant to (i) may be only made one time. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) 9(b), shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Holders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Holder bears to the total number of shares requested to be registered by all such Selling Stockholders Holders then desiring to have Issuer Common Stock registered for sale.

Additional Registration Rights. If Issuer FFVA Financial at any time after the exercise of the Option proposes to register any shares of Issuer FFVA Financial Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer FFVA Financial Common Stock, Issuer FFVA Financial promptly will promptly give written notice to Grantee One Valley (and any permitted transferee) of its intention to do so and, upon the written request of One Valley (or any Selling Stockholder such permitted transferee of One Valley) given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer FFVA Financial Common Stock intended to be included in such underwritten public offering by the Selling StockholderOne Valley (or such permitted transferee)), Issuer FFVA Financial will cause all such shares for specified shares, the holders of which a Selling Stockholder requests shall have requested participation in such registration registration, to be so registered and included in such underwritten public offering; provided, however, that Issuer FFVA Financial may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor FormS-4; provided, further, however, that such election pursuant to (i) may only be made one time. If some but not all the shares of Issuer FFVA Financial Common Stock Stock, with respect to which Issuer FFVA Financial shall have received requests for registration pursuant to this Section 10(b) section (2), shall be excluded from such registration, Issuer FFVA Financial shall make appropriate allocation of shares to be registered among the Selling Stockholders One Valley and any such permitted transferee desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder holder bears to the total number of shares requested to be registered by all such Selling Stockholders holders then desiring to have Issuer FFVA Financial Common Stock registered for sale.

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee the Selling Shareholders of its intention to do so and, upon the written request of any Selling Stockholder Shareholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer will cause all such shares for which a Selling Stockholder Shareholder requests participation in such registration registration, to be so registered and included in such underwritten public offering; providedPROVIDED, howeverHOWEVER, that Issuer may elect to not cause any such shares to be so registered (i) if the underwriters in the reasonable good faith opinion of the underwriters object for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering)valid business reasons, or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor FormS-4; PROVIDED, FURTHER, HOWEVER, that such election pursuant to (i) may only be made two times. If some but not all the shares of Issuer Common Stock Stock, with respect to which Issuer shall have received requests for registration pursuant to this Section 10(bsubsection (b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders Shareholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder Shareholder bears to the total number of shares requested to be registered by all such Selling Stockholders Shareholders then desiring to have Issuer Common Stock registered for sale.