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 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; 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 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 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 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 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 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. 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 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 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. (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 such offering, the inclusion aggregate number 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 securities 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 saleoffering.

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 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 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 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 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.registered

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.. (c)

Additional Registration Rights. If Issuer CAI at any time after the exercise of the Option proposes to register any shares of Issuer CAI Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common StockAct, Issuer CAI 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 CAI Common Stock intended to be included in such underwritten public offering by the Selling StockholderShareholder), Issuer CAI 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 CAI may elect 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 two times. If some but not all the shares of Issuer Common Stock CAI Common, with respect to which Issuer CAI shall have received requests for registration pursuant to this Section 10(b) 8(b), shall be excluded from such registration, Issuer CAI 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 CAI Common Stock registered for sale.

Additional Registration Rights. If Issuer Optelecom at any time after during the exercise of twelve-month period commencing on the Option Closing Date proposes to register any shares of Issuer Optelecom Common Stock under the Securities Act of 1933 (the "Securities Act") (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) for sale for its own account in connection with an a firm commitment underwritten public offering of such Issuer Common Stockoffering, Issuer it will promptly give written notice to Grantee the Paragon Stockholders of its intention to do so and, upon and of such holders' rights under this section. Upon the written request of any Selling Stockholder given such holder made within 30 fifteen days after the receipt of any such notice (which request shall specify the number Optelecom Shares intended to be disposed of shares by such holder), Optelecom will use its best efforts to effect the registration under the Securities Act of Issuer Common Stock intended all the Optelecom Shares which Optelecom has been so requested to register by the Paragon Stockholders. If the managing underwriter advises Optelecom in writing that, in its opinion, the amount of securities requested to be included in such underwritten public registration by all selling stockholders exceeds the amount which can be sold in such offering, so as to be likely to have an adverse effect on such offering as contemplated by Optelecom (including the Selling Stockholderprice at which Optelecom proposes to sell such securities), Issuer then Optelecom will cause all such shares for which a Selling Stockholder requests participation include in such registration (i) first, 100% of the securities Optelecom proposes to sell on a primary basis, and (ii) second, the amount of securities requested to be so registered included in such registration by selling stockholders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all selling stockholders on the basis of the relative number of securities requested to be included in the registration statement by each such stockholder. Unless otherwise agreed by Optelecom, the Paragon Stockholders shall offer and sell Optelecom Shares in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Optelecom Common Stock 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 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; 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 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 Issuer With respect to that fifty percent (50%) portion of the Total Issuance which is not required to be registered as provided in Section 1.4 above, HomeCom agrees that if at any time within one (1) year after the exercise of date hereof (the Option "Registration Rights Period") HomeCom proposes to register any shares of Issuer Common Stock capital stock under the Securities Act in connection with of 1933, as amended (the "ACT") involving an underwritten public offering of such Issuer Common Stockoffering, Issuer will promptly then HomeCom shall give prompt written notice thereof to Grantee the Stockholders. Such notice shall set forth the intended plan of distribution of the securities proposed to be registered. Notwithstanding the foregoing, in the event that either Stockholder is deemed an Affiliate for purposes of Rule 144 of the Act, then the Registration Rights Period shall be extended an additional one (1) year. Further, in the event that any Stockholder is unable to sell its intention HomeCom shares pursuant to do so andRule 144 of the Act due to volume limitations, upon then the written request Registration Rights Period shall be further extended to a maximum period of two and one-half (2 1/2) years from the date hereof. In the event the proposed registration of HomeCom Shares involves an underwritten public offering, if the representative of the underwriters participating in the sale and distribution of the HomeCom Shares covered by said registration statement agrees that a number of outstanding HomeCom Shares (the "Permissible Secondary Shares") may be included in the offering covered by the registration statement, then HomeCom's notice shall afford each Stockholder an opportunity to elect to include in such filing all or any Selling part of the HomeCom Shares then owned by such Stockholder. Each Stockholder given within 30 shall have fifteen (15) days after receipt of any such the HomeCom notice (which request shall specify to notify HomeCom in writing of the number of shares of Issuer Common Stock intended HomeCom Shares (the "Elected Shares") which such Stockholder elects to include in the offering. The Elected Shares shall be included in such underwritten public the offering to the extent permitted by the Selling Stockholder), Issuer will cause representative and pro-rata with those of all such shares for which a Selling Stockholder requests participation other selling stockholders. If the aggregate number of Elected Shares that the Stockholders desire to include 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 filing exceeds the number of shares requested Permissible Secondary Shares, then each Stockholder shall be entitled to be registered by each include that number of HomeCom Shares that bears the same ratio to the number of Permissible Secondary Shares as the number of Elected Shares that such Selling Stockholder desires to include bears to the total number of shares requested Elected Shares that all HomeCom stockholders desire to include. The inclusion in such filing of Elected Shares shall be registered by upon the condition that such Stockholder sell his HomeCom Shares to the underwriters on the same terms and conditions as HomeCom. HomeCom shall afford the Stockholders the right to participate in each underwritten registration until such time as the Stockholders shall have had an opportunity (whether or not availed of) to participate fully in effective registrations. HomeCom shall bear those certain expenses incurred in connection with a registration as contemplated in this Section 1.5, including, without limitation, all registration, filing, qualification, printer's and accounting fees incurred in connection with such Selling registration. The Stockholders then desiring shall pay any underwriting commissions or discounts attributable to have Issuer Common Stock registered for saletheir respective Elected Shares.

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 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 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 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 the Corporation grants registration rights to holders of any time security of the Corporation which are more favorable to such holders than the registration rights granted hereunder, then such more favorable registration rights shall also be deemed to be granted to the Holders of the Registrable Securities hereunder, and the Corporation covenants and agrees to take any and all steps necessary to modify the terms of this Agreement to so provide. (g) Obligations of the Corporation. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Corporation shall, as expeditiously as reasonably possible: (i) Except as otherwise provided in Section 4(b), prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective within one hundred fifty (150) calendar days of notice from the Holders of the Registrable Securities provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto pursuant to Section 4(e), including documents incorporated by reference after the exercise initial filing of the Option proposes registration statement and prior to register any shares effectiveness thereof, the Corporation shall furnish to one firm of Issuer Common Stock counsel for the Holders (selected by a majority of the Holders) copies of all such documents in the form substantially as proposed to be filed with the Commission at least four (4) business days prior to filing for review and comment by such counsel, which opportunity to comment shall include an absolute right to control or contest disclosure if the applicable Holder reasonably believes that it may be subject to controlling person liability under applicable securities laws with respect thereto; (ii) Except as otherwise provided in Section 4(b), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement and to keep such registration statement effective, in connection with an underwritten public offering the case of such Issuer Common Stocka firm commitment underwriting, Issuer will promptly give written notice to Grantee until each underwriter has completed the distribution of its intention to do so all securities purchased by it and, upon in the written request case of any Selling Stockholder given within 30 other offering, until the earlier of the sale of all Registrable Securities covered thereby or one hundred eighty (180) calendar 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 offeringeffective date thereof; provided, however, that Issuer may elect such 180-day period shall be extended for a period of time equal to not cause the period the Holder refrains from selling any Registrable Securities included in such shares registration at the request of an underwriter of the Common Stock or if the Corporation has provided the notice described in subparagraph (vii) below; (iii) In connection with a registration pursuant to Section 4(e), promptly notify each Holder of any stop order issued or threatened to be so registered issued by the Commission in connection therewith (and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered); (iv) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with her documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration; (v) Use its best efforts (i) if in to register and qualify the reasonable good faith opinion securities covered by such registration statement under such other securities or blue sky laws of the underwriters for such offering, the inclusion of all such shares jurisdictions as shall be reasonably requested 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)Holders, or and (ii) in connection with a registration pursuant to Section 4(e), to obtain the case withdrawal of any order suspending the effectiveness of a registration solely statement, or the lifting of any suspension of the qualification (or exemption from qualification) of the offer and transfer of any of the Registrable Securities in any jurisdiction, at the earliest possible moment; provided, that the Corporation shall not be required in connection therewith or as a condition thereto to implement qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (vi) Use its best efforts to list the securities covered by such registration statement with any securities exchange, if any, on which the Common Stock of the Corporation is then listed; (vii) In the event of any underwritten public offering, enter into and perform its obligations under an employee benefit plan or underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (viii) Notify each Holder of Registrable Securities and each underwriter under such registration statement at any time when a registration filed on Form S-4 of prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly thereafter, prepare and furnish to all Holders a reasonable number of copies of an amended to or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ix) Furnish, at the request of any successor Form. If some but Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not all being sold through underwriters, on the shares of Issuer Common Stock date that the registration statement with respect to which Issuer shall have received requests such securities becomes effective, (A) an opinion, dated as of such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities, and (B) a "comfort" letter dated as of such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of the Registrable Securities; (x) In connection with a registration pursuant to this Section 10(b4(e), provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date note later than the effective date of such registration statement; (xi) shall be excluded from Make available for inspection by each seller of Registrable Securities, any underwriter participating in any registration statement, and any attorney, accountant by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (xii) In connection with a registration pursuant to Section 4(e), use the Corporation's reasonable efforts to provide a CUSIP number for the Registrable Securities prior to the effective date of the first registration statement including Registrable Securities; and (xiii) In connection with a registration pursuant to Section 4(e), take such other actions as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities included in each 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.. (h)

Additional Registration Rights. If Issuer at any time after the exercise of the Option proposes to make a Section 690 Application or 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 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 or Section 690 Application solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Formform or a Section 690 Application that relates to a transaction that could be filed on Form S-4 of the Securities Act or any successor form if the Issuer Common Stock was not an Exempt Security. If some but not all the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Issuer Common Stock with respect requested to be included in such registration exceeds the number which Issuer shall have received requests for registration pursuant to this Section 10(b) shall can be excluded from sold in such registrationoffering, Issuer shall make appropriate allocation only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. Any shares to be registered among the Selling Stockholders desiring to register their shares pro rata excluded shall be determined in the proportion that following order of priority: (i) securities held by any Person not having any contractual registration rights, (ii) securities held by any Person having contractual registration rights pursuant to an agreement which is not in this Agreement, (iii) the number of shares requested to be registered by each such Selling Stockholder bears to Issuer and (iv) the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for saleOption Shares.

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 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 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 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 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 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 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).