Common use of Sale of New Securities Clause in Contracts

Sale of New Securities. For so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any nonpublic offering or sale of any equity security (including Common Shares, preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New Securities.

Sale of New Securities. For After the Closing, for so long as the Focus InvestorInvestor owns, together in the aggregate with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which representing the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 3.8), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereofRights Offering; (ii) upon conversion of convertible securities issued in compliance with this Section 3.8, (iii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase any such plans or arrangements), (iv) pursuant to any rights plan approved by the Board of Directors or (v) as consideration in connection with any bona fide, arm’s-length, direct or indirect merger, acquisition or similar plan where shares are being issued transaction or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to commercial transactions) the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles articles of Associationincorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities Voting Securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company Common Stock immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Common Shares held by the Focus Investor, Investor and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent that such purchase would result in the Investor exceeding the ownership limitations of such New Securities.the Investor set forth in Section 3.5 or the passivity or anti-association commitments described on Exhibit A.

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, Investor owns 10% or more of all of securities representing the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 3.8), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereofRights Offering; (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase plan approved by the Board of Directors any such plans or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensationarrangements); or (iii) issuances of shares as consideration in connection with any bona fide, arm’s-length direct or other securities as full or partial consideration for a indirect merger, acquisition, joint venture, strategic alliance, license agreement acquisition or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and Bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, Investor and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock). Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent that such purchase would result in the Investor exceeding the ownership limitations of such New Securitiesthe Investor set forth in Section 3.4.

Sale of New Securities. For so long as the Focus Investor, together with its Affiliates, owns 105% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableexercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date) (before giving effect to any issuances triggering provisions of this Section) ), if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction; or (iv) any capital stock issued or issuable (x) in connection with any expedited issuance of new securities undertaken at the written direction of the applicable regulator of the Company or any insured depository institution subsidiary of the Company, or (y) in connection with the issuance of any new securities issued pursuant to the Troubled Asset Relief Program or any similar United States Government program), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, that except in the case of (1) any transfer of Common Shares Stock to an Affiliate Affiliates of the Focus InvestorInvestor and (2) a sale, who will from in one transaction or a series of related transactions, of shares of Common Stock to a third party purchaser or group in an amount that date forward assume jointly with exceeds ten percent (10%) of the Focus Investor all obligations under the Transaction Documentstotal number of shares of Common Stock outstanding, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock then outstanding.

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of Investors own Securities representing the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 4.3), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of capital stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction)transaction or (3) issuances of shares of Common Stock upon the conversion or exercise of any convertible preferred stock or warrants issued in connection with the Other Private Placements or the TARP Exchange, thenin each case, in accordance with the terms thereof as of the date hereof) or (4) issuances of rights, stock or other property pursuant to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, Agreed Plan) the Focus Investor Investors shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles Certificate of AssociationIncorporation and bylaws of the Company, the Investor Investors may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Investors shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestors plus the number of shares of Common Stock represented by the Series B Stock and the Warrant held by the Investors on an as-converted basis as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by the Series B Stock and Series D Stock then outstanding (if any) plus the number of shares of Common Stock represented by the Warrant held by the Investors on an as-converted basis on such date (after giving effect to any applicable adjustment thereunder). Notwithstanding anything herein to the issuance of contrary, in no event shall the Investors have the right to purchase securities hereunder to the extent that such New Securitiespurchase would result in the Investors exceeding the ownership limitations set forth in Section 4.1(a).

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of Investors own the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 6.4), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering (including the Rights Offering) or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible into or exercisable or exchangeable into for equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of Common Stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing non-financing transaction, (3) issuances of up to a total of 8,000,000 shares of Common Stock in exchange for shares of the Company’s Series A through E Non-Cumulative Preferred Stock outstanding as of the Closing Date, or (4) issuances of shares of Common Stock upon the conversion of the Series G Preferred Stock in accordance with the terms applicable thereto as of the date of the Original Agreement), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Investors shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor Investors may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of percentage Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company as it was immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Investors shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestors as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by any then-existing warrant or any other convertible securities then outstanding (if any) on an as-exercised or as-converted basis on such date (after giving effect to the issuance of such New Securitiesany applicable adjustment thereunder).

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, Investor owns 10% or more of all of securities representing the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 4.3), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering or sale of any equity security (including Common Sharescommon stock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of capital stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiontransaction (together an “Excluded New Issuance”), then, to ) the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Sharecommon stock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of common stock held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior shares of common stock then outstanding. Notwithstanding anything herein to the issuance of contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent that such New Securitiespurchase would result in the Investor and its Affiliates exceeding the ownership limitations set forth in Section 4.1(a).

Sale of New Securities. For so long as the Focus Investor, together with its AffiliatesAffiliates and, for purposes of this Section 5.12, persons who share a common discretionary investment advisor with the Investor, owns 102.0% or more of all of the outstanding shares of Common Shares Stock (counting for provided that, in making such purposes calculation, (i) all shares of Common Shares Stock into or for which the shares of any securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableexercisable (which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock), shall be included in the numerator, (ii) the shares described in clause (i) and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such securities in accordance with this Section 5.12 shall be excluded from the denominator) (before giving effect to any issuances triggering provisions of this Section) ifSection 5.12), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock, Series B Preferred Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated (and disclosed to the Investor in writing) to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options stock options, restricted stock or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, ; (iv) issuance of Common Stock upon exercise of warrants outstanding as of the date hereof; (v) in connection with the Rights Offering (except to the extent not prohibitedthat the Investor is a Legacy Shareholder (as defined in Section 5.17(a))); or (vi) in connection with the Rights Plan, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, then the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the total number of Purchased Shares shares of Common Stock then held by the Focus InvestorInvestor (counting for such purposes all shares of Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable, including the Series B Preferred Stock), if any, and the denominator of which is the total number of shares of Common Shares Stock then outstanding immediately prior (counting for such purposes all shares of Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable, including the Series B Preferred Stock). Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase New Securities hereunder to the extent such purchase would result in such Investor, together with any other person whose Company securities would be aggregated with the Investor’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such New Securitiessecurities by the Investor) would represent more than 9.9% of the Voting Securities or more than 33.3% of the Company’s total equity outstanding.

Sale of New Securities. For so long as the Focus InvestorInvestors collectively, together with its their respective Affiliates, owns 10(A) prior to the Second Closing, has not sold Common Shares in an amount, individually or in the aggregate, that would result in the Investors collectively, together with their respective Affiliates, Beneficially Owning less than 5% of the outstanding shares of Common Stock and (B) on or after the Second Closing, own in the aggregate 6% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the securities of the Company owned by the Investor and its Affiliates Investors are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ), if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities (1) issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereofhereof or (2) issuable pursuant to the transactions contemplated by this Agreement; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), thenthen any or all of the Investors, to the extent not prohibitedtogether in such proportions as they shall determine amongst themselves in their sole discretion, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles Certificate of AssociationIncorporation and bylaws of the Company, the Investor Investors may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it the Investors to maintain its interest in the Purchased Shares their collective proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Investors shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock collectively held by the Focus InvestorInvestors, and the denominator of which is the number of shares of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock then outstanding.

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, Investor owns 10% or more of all of Securities representing the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 4.3), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of capital stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiontransaction (together an “Excluded New Issuance”), then, to ) the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance of contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent that such New Securitiespurchase would result in the Investor exceeding the ownership limitations set forth in Section 4.1(a).

Sale of New Securities. For After the First Closing, for so long as an Anchor Investor owns securities representing the Focus InvestorCarlyle Qualifying Ownership Interest or the Anchorage Qualifying Ownership Interest, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) as applicable (before giving effect to any issuances triggering provisions of this Section) ifSection 3.9), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of Rights Offering and the Company issued or agreed to be issued as of the date hereofSecond Closing; (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or the issuance of shares arrangements); (iii) as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction; or (iv) securities issued pursuant to the Company’s employee share purchase plan approved by the Board of Directors Troubled Assets Relief Program (“TARP”) or any similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactionUnited States Government program), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus such Anchor Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and By-Laws of the Company, the such Anchor Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus an Anchor Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, such Anchor Investor and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance contrary, in no event shall an Anchor Investor have the right to purchase securities hereunder to the extent that such purchase would result in such Anchor Investor exceeding the ownership limitations of such New Securitiesthe Anchor Investors set forth in Section 3.6.

Sale of New Securities. For After the First Closing, for so long as an Anchor Investor owns securities representing the Focus InvestorCarlyle Qualifying Ownership Interest or the Anchorage Qualifying Ownership Interest, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) as applicable (before giving effect to any issuances triggering provisions of this Section) ifSection 3.9), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of Rights Offering and the Company issued or agreed to be issued as of the date hereofSecond Closing; (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase plan approved by the Board of Directors any such plans or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; arrangements) or (iii) issuances of shares as consideration in connection with any bona fide, arm’s-length direct or other securities as full or partial consideration for a indirect merger, acquisition, joint venture, strategic alliance, license agreement acquisition or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus ) such Anchor Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and By-Laws of the Company, the such Anchor Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus an Anchor Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, such Anchor Investor and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance contrary, in no event shall an Anchor Investor have the right to purchase securities hereunder to the extent that such purchase would result in such Anchor Investor exceeding the ownership limitations of such New Securitiesthe Anchor Investors set forth in Section 3.6.

Sale of New Securities. For After the Closing, for so long as CapGen owns securities representing the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 3.9), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares in connection with the Rights Offering or other securities issuable upon Second Closing (as defined in the exercise or conversion of any securities of the Company issued or agreed to be issued Anchor Investor Agreement) (except as of the date hereofprovided herein); (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase plan approved by the Board of Directors any such plans or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; arrangements) or (iii) issuances of shares as consideration in connection with any bona fide, arm’s-length direct or other securities as full or partial consideration for a indirect merger, acquisition, joint venture, strategic alliance, license agreement acquisition or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor ) CapGen shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor CapGen may elect to receive such securities in nonvoting form, convertible into voting securities disposable in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor CapGen shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, CapGen and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance contrary, in no event shall CapGen have the right to purchase securities hereunder to the extent that such purchase would result in CapGen exceeding the ownership limitations of such New SecuritiesCapGen set forth in Section 3.6.

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of Investors own Securities representing the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 6.4), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering (including the Rights Offering) or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of capital stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing non-financing transaction, (3) issuances of shares of Common Stock in exchange for shares of the Company’s Series A through E Non-Cumulative Preferred Stock, or (4) issuances of shares of Common Stock upon the conversion of the Series G Preferred Stock in accordance with the terms applicable thereto as of the date hereof), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Investors shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor Investors may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of percentage Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Investors shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestors as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by any then-existing warrant or any other convertible securities then outstanding (if any) on an as-exercised or as-converted basis on such date (after giving effect to the issuance of such New Securitiesany applicable adjustment thereunder).

Sale of New Securities. For so long as Until the Focus Investor, together with its Affiliates, owns 10% or more earlier of all (x) the first-year anniversary of the outstanding Closing or (y) such date as such Purchaser sells or otherwise disposes of more than 50% of the Common Shares acquired by it in the Equity Investment (counting as adjusted from time to time for such purposes all Common Shares into any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or for which other like changes in the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifCompany’s capitalization), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into or exercisable for equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereofRights Offering; (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase plan approved by the Board of Directors any such plans or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; arrangements) or (iii) issuances of shares as consideration in connection with any bona fide, arm’s-length direct or other securities as full or partial consideration for a indirect merger, acquisition, joint venture, strategic alliance, license agreement acquisition or other similar nonfinancing transaction), then, to ) the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Purchasers shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor Purchasers may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, Purchasers and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior preceding any offering of New Securities. Notwithstanding anything herein to the issuance contrary, in no event shall the Purchasers have the right to purchase securities hereunder to the extent that such purchase would result in the Purchaser exceeding the ownership limitations of such New Securitiesthe Purchasers set forth in Section 3.9.

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, owns 10Investors own in the aggregate at least 60% or more of all of the outstanding number of shares of Acquired Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned Stock acquired by the Investor and its Affiliates are directly or indirectly convertible or exercisableInvestors on the Closing Date (the “Qualifying Ownership Interest”) (before giving effect to any issuances triggering provisions of this Section) ifSection 6.4), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering (including the Rights Offering) or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible into or exercisable or exchangeable into for equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of Common Stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing non-financing transaction, (3) issuances of up to a total of 8,000,000 shares of Common Stock in exchange for shares of the Company’s Series A through E Non-Cumulative Preferred Stock outstanding as of the Closing Date, or (4) issuances of shares of Common Stock upon the conversion of the Series G Preferred Stock in accordance with the terms applicable thereto as of the date hereof), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Investors shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor Investors may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of percentage Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company as it was immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus each Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investorsuch Investor as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by any then-existing warrant or any other convertible securities then outstanding (if any) on an as-exercised or as-converted basis on such date (after giving effect to the issuance of such New Securitiesany applicable adjustment thereunder).

Sale of New Securities. For so long as the Focus Investor, together with its Affiliatesaffiliates, owns 109.9% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities shares of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) common stock (before giving effect to any issuances triggering provisions of this Section) if), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any nonpublic private offering or sale of any equity security (including Common Shares, preferred shares or restricted shares)common stock, or any securities, options or debt that is securities convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) common stock (any such security, a “New Security”) (other than (i) any Common Shares common stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof, including, for the avoidance of doubt, the exercise of any warrants by certain founding employees of the Company as described in the private placement memorandum delivered to the Investor in connection with the Offering; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities New Securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Sharecommon stock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the sum of (i) the number of Purchased Shares shares of common stock held by the Focus Investor, if any, and (ii) the number of shares of common stock represented by any securities convertible into common stock held by the Investor on an as-converted basis as of such date, if any, and the denominator of which is the sum of (i) the number of Common Shares outstanding shares of common stock then outstanding, (ii) the number of shares of common stock represented by any securities convertible into common stock on an as-converted basis as of such date. Notwithstanding anything herein to the contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent such purchase would result in the Investor, together with its affiliates, owning a greater percentage interest in the Company than the Investor held immediately prior to the issuance of the New Securities (counting for such New Securitiespurposes all shares of common stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable).

Sale of New Securities. For so long as After the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifClosing, at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any nonpublic offering or sale of issues any equity security securities (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity securities or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of capital stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiontransaction (together an “Excluded New Issuance”), then, to ) the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered issued to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent that such purchase would result in the Investor exceeding the ownership limitations set forth in Section 4.1(a). The purchase rights provided in this Section 4.3(a) shall terminate upon the occurrence of such New Securitiesthe earlier of (a) the date that the Investor ceases to own Securities representing the Qualifying Ownership Interest (before giving effect to any issuances triggering the provisions of this Section 4.3) or (b) completion of an underwritten public offering of the Company’s Common Stock for cash pursuant to a registration statement or registration statements (other than on Form X-0, Xxxx X-0 or comparable form) under the Securities Act (i) pursuant to which there is established a listing on the Nasdaq Stock Market or other national securities exchange for the Company Common Stock and (ii) with aggregate gross proceeds of at least twenty five million dollars ($25,000,000).

Sale of New Securities. For so long as After the Focus InvestorClosing, until the later of the second anniversary of the Closing Date and the date on which the Investor no longer owns, in the aggregate together with its Affiliates, owns 10% either (A) all shares purchased by the Investor pursuant to this Agreement or more of all (B) at least one and one-half percent (1.5%) of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifSection 3.4), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an equity “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (), other than the issuance and sale of securities (i) any Common Shares or other securities issuable in connection with the Warrant Offering, (ii) upon the exercise or conversion of any convertible securities issued in compliance with this Section 3.4, (iii) to employees, officers, directors or consultants of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or the issuance of shares arrangements), (iv) pursuant to the CompanyRights Plan or any other rights plan, (v) in connection with the exercise of the TARP Warrant, or (vi) as consideration in connection with any bona fide, arm’s employee share purchase plan approved by the Board of Directors length, direct or indirect merger, acquisition or similar plan where shares are being issued transaction or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction)commercial transactions, thenincluding, to for the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulationavoidance of doubt, the Focus Granite Merger, the Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles articles of Associationincorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities Voting Securities in a widely dispersed or public offering) and on the same terms as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company Common Stock immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Common Shares held by the Focus Investor, Investor (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock and before giving effect to any issuances triggering the provisions of this Section 3.4). Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase New Securities pursuant to this Section 3.4 to the extent that such purchase would result in the Investor exceeding the ownership limitations set forth in Section 3.2. Notwithstanding anything to the contrary herein, the provisions of such this Section 3.4 shall not be applicable to any New SecuritiesSecurities offered or issued at the written direction of the applicable banking regulator of the Company or any insured depository institution subsidiary of the Company.

Sale of New Securities. For so long as the Focus an Investor, together with its AffiliatesAffiliates and, for purposes of this Section 3.15, persons who share a common investment adviser with such Investor, owns 105.0% or more of all of the outstanding shares of Common Shares Stock (counting for provided that, in making such purposes calculation, all shares of Common Shares Stock into or for which the shares of any securities of the Company owned by the such Investor and its Affiliates are directly or indirectly convertible or exercisableexercisable shall be included in the numerator and denominator) (before giving effect to any issuances triggering provisions of this Section) ifSection 3.15), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, from time to time the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than securities that are (i) any Common Shares issued or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued outstanding as of the date hereof; (ii) issued or issuable by the Company pursuant to the granting or exercise of employee share stock options or other share equity incentives to employees, officers, directors or consultants pursuant to the Company’s share incentive employee benefit plans or compensatory arrangements approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensationDirectors; or (iii) issuances of shares consideration in connection with any bona fide, arm’s length direct or other securities as full or partial consideration for a indirect merger, acquisition, joint ventureor similar transaction; or (iv) issued in connection with the Rights Offering, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus then such Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus an Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock then held by the Focus Investorsuch Investor (counting for such purposes all shares of Common Stock into or for which any securities owned by such Investor are directly or indirectly convertible or exercisable), if any, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior (counting for such purposes all shares of Common Stock into or for which any securities owned by such Investor are directly or indirectly convertible or exercisable). Notwithstanding anything herein to the issuance contrary, in no event shall an Investor have the right to purchase securities hereunder to the extent such purchase would result in such Investor, together with any other person whose Company securities would be aggregated with such Investor’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such New Securitiessecurities by the Investor) would represent more than 9.9% of any class of voting securities of the Company.

Sale of New Securities. For so long as the Focus Investor, together with its his Affiliates, owns 105% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableexercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date) (before giving effect to any issuances triggering provisions of this Section) ), if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction; or (iv) any capital stock issued or issuable (x) in connection with any expedited issuance of new securities undertaken at the written direction of the applicable regulator of the Company or any insured depository institution subsidiary of the Company, or (y) in connection with the issuance of any new securities issued pursuant to the Troubled Asset Relief Program or any similar United States Government program), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it him to maintain its interest in the Purchased Shares his proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, that except in the case of (1) any transfer of Common Shares Stock to an Affiliate Affiliates of the Focus InvestorInvestor and (2) a sale, who will from in one transaction or a series of related transactions, of shares of Common Stock to a third party purchaser or group in an amount that date forward assume jointly with exceeds ten percent (10%) of the Focus Investor all obligations under the Transaction Documentstotal number of shares of Common Stock outstanding, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock then outstanding.

Sale of New Securities. For so long as Purchaser shall have the Focus Investorright to, together with its Affiliatesor shall at any time and from time to time, owns 10% appoint an Affiliate of Purchaser (who may or more may not be a stockholder of the Company) that agrees in writing for the benefit of the Company to be bound by the terms of this Agreement (any such Affiliate shall be included in the term “Purchaser”), to exercise the subscription rights set forth in this Section 4.11 (Purchaser or such Affiliate, a “Subscription Entity”). If at any time beginning on the Closing Date and ending on the later of (A) the third anniversary of the Closing Date and (B) the date on which the Company redeems all of the outstanding Series B Preferred Stock and cancels the Company Warrant granted to the U.S. Treasury Department to purchase 1,099,542 shares of the Company’s Voting Common Shares Stock, for as long as Purchaser owns Securities representing one percent (1%) or more of the outstanding Common Stock ((x) counting for such purposes as shares of Common Stock owned by Purchaser and outstanding, all shares of Common Stock into which the Convertible Preferred Stock owned by Purchaser are convertible and (y) excluding all Common Shares into or for which the securities of Stock issued by the Company owned after the Closing Date other than as contemplated by this Agreement and the Investor and its Affiliates are directly or indirectly convertible or exercisableSecurities) (before giving effect to any issuances triggering the provisions of this Section) ifSection 4.11), the Company at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or Company Preferred Stock and restricted sharesstock), or any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share equity incentives to employees or directors pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s any employee share stock purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyplan, in each case in the ordinary course of providing incentive compensation; equity compensation awards and to the extent approved by the Board of Directors, (2) issuances for the purpose of consideration in acquisition transactions Previously Disclosed to Purchaser, (3) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is (iiiA) made to all holders of Common Stock and (B) results in an adjustment to the conversion price of the Convertible Preferred Stock, (4) issuances of shares of Common Stock issued upon conversion of, or other as a dividend on, the Convertible Preferred Stock, (5) issuances of shares of Common Stock issued upon conversion of, or as a dividend on, any convertible securities as full of the Company issued prior to the date hereof and (6) for consideration in connection with any bona fide, arm’s length direct or partial consideration for a merger, indirect merger or acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Subscription Entity shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to that the extent permitted by law and the Articles of Association, the Investor Subscription Entity may elect to receive such securities in nonvoting non-voting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company; provided that Purchaser shall not be entitled to acquire securities pursuant to this Section 4.11 if such acquisition would cause or would result in Purchaser and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any rules and regulations promulgated thereunder, 25% or more of any class of “voting securities” (as defined in the BHC Act and any rules or regulations promulgated thereunder) of the Company immediately prior to outstanding at such time (it being understood, for the avoidance of doubt, that no security shall be included in any such issuance of New Securities; providedpercentage calculation to the extent it cannot by its terms be converted into or exercisable for voting securities by the Subscription Entity or its Affiliates). Subject to the foregoing proviso, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Subscription Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by Purchaser plus the Focus Investornumber of shares of Common Stock represented by the Convertible Preferred Stock held by Purchaser on an as converted basis, as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by all then outstanding shares of Convertible Preferred Stock on an as converted basis, as of such date. For the avoidance of doubt, to the extent that the Company complies with its obligations pursuant to this Section 4.11 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock, the Subscription Entity shall not have an additional right to purchase pursuant to this Section 4.11 additional securities as a result of the issuance of New Securities upon the conversion, exchange or exercise of such New Securitiesearlier issued securities (whether or not Purchaser exercised its right to purchase such earlier issued securities).

Sale of New Securities. For so long as During the Focus InvestorAgreement Period, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of if the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifIFMI, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company LLC makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, or any preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity (including Convertible IFMI LLC Units) or that includes an equity component (such as an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than ten percent (10%) of the outstanding shares of the Company’s capital stock) or the issuance of shares capital stock pursuant to the Company’s any employee share stock purchase plan of the Company approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iiiii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then(iii) issuances of shares of Common Stock upon the conversion or exercise of any convertible preferred stock or notes outstanding as of the Effective Date, to in each case, in accordance with the extent not prohibitedterms thereof as of the Effective Date, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations (iv) issuances of Convertible IFMI LLC Units pursuant to any listing agreement with any securities exchange Section 6.10(x) or any securities exchange regulation(y) of the IFMI LLC Agreement, the Focus Investor then Xxxxxxxxxxx Xxxxxxxxx shall be afforded the opportunity to acquire from the Company and/or IFMI, LLC for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities New Securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it Xxxxxxxxxxx Xxxxxxxxx to maintain its interest in the Purchased Shares his proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate Securities (counting for such purposes all Convertible IFMI LLC Units as outstanding shares of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock).

Sale of New Securities. For so So long as the Focus InvestorLead Investor maintains a Qualifying Ownership Interest, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, if the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares Preferred Stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (iA) any Common Shares Stock, Non-Voting Common Stock, Series A Preferred Stock, Series B Preferred Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated (and disclosed to the Lead Investor in writing) to be issued as of the date hereofof the Agreement; (iiB) pursuant to the granting or exercise of employee share options stock options, restricted stock or other share stock incentives or awards pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iiiC) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction); (D) issuances of Common Stock upon exercise of warrants outstanding as of the date of the Agreement; (E) issuances of any securities issued as a result of a stock split, thenstock dividend, reclassification or reorganization or similar event, but solely to the extent not prohibitedsuch issuance is made to all holders of Common Stock); or (F) issuances of Series A Preferred Stock to other investors as part of the offering contemplated by the Agreement), not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, then the Focus Lead Investor shall be afforded the opportunity (provided, in the case of an offering that is not a registered public offering, that the Lead Investor satisfied any applicable “accredited investor” requirements applicable to such offering) to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-Stock equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Lead Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the total number of Purchased Shares shares of Common Stock and Non-Voting Common Stock then held by the Focus Lead Investor (counting for such purposes all shares of Common Stock and Non-Voting Common Stock into or for which any securities owned by the Lead Investor (including the Warrants owned by the Lead Investor) are directly or indirectly convertible or exercisable, if any, and assuming full conversion of the Series A Preferred Stock and Series B Preferred Stock) and the denominator of which is the total number of shares of Common Shares Stock then outstanding immediately prior (counting for such purposes all shares of Common Stock and Non-Voting Common Stock into or for which any securities owned by the Lead Investor (including the Warrants owned by the Lead Investor) are directly or indirectly convertible or exercisable, and assuming full conversion of the Series A Preferred Stock and Series B Preferred Stock). Notwithstanding anything herein to the issuance contrary, in no event shall the Lead Investor have the right to purchase New Securities hereunder to the extent such purchase would result in the Lead Investor, together with any other person whose Series A Preferred Stock and Warrants would be aggregated with the Lead Investor’s Series A Preferred Stock and Warrants for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such New Securitiessecurities by the Lead Investor) would represent more than 9.9% of a class of the Voting Securities or more than 33.3% of the Company’s total equity outstanding (as defined in 12 C.F.R. § 225.2 and 12 C.F.R. § 225.34, respectively); provided that the Company shall permit the Lead Investor to purchase Series B Preferred Stock or Non-Voting Common Stock to the extent that such limitation applies.

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of Investors own Securities representing the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 6.4), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering (including the Rights Offering) or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible into or exercisable or exchangeable into for equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of Common Stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing non-financing transaction, (3) issuances of up to a total of 8,000,000 shares of Common Stock in exchange for shares of the Company’s Series A through E Non-Cumulative Preferred Stock outstanding as of the Closing Date, or (4) issuances of shares of Common Stock upon the conversion of the Series G Preferred Stock in accordance with the terms applicable thereto as of the date hereof), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Investors shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor Investors may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of percentage Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company as it was immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Investors shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestors as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by any then-existing warrant or any other convertible securities then outstanding (if any) on an as-exercised or as-converted basis on such date (after giving effect to the issuance of such New Securitiesany applicable adjustment thereunder).

Sale of New Securities. For so long as Until the Focus Investor, together with its Affiliates, owns 10% or more earlier of all (x) the first-year anniversary of the outstanding First Closing or (y) such date as such Purchaser sells or otherwise disposes of more than 50% of the Common Shares acquired by it in the Equity Investment (counting as adjusted from time to time for such purposes all Common Shares into any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or for which other like changes in the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifCompany’s capitalization), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into or exercisable for equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of Rights Offering and the Company issued or agreed to be issued as of the date hereofSecond Closing; (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase plan approved by the Board of Directors any such plans or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; arrangements) or (iii) issuances of shares as consideration in connection with any bona fide, arm’s-length direct or other securities as full or partial consideration for a indirect merger, acquisition, joint venture, strategic alliance, license agreement acquisition or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor ) such Purchaser shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor such Purchaser may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor a Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, such Purchaser and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior preceding any offering of New Securities. Notwithstanding anything herein to the issuance contrary, in no event shall a Purchaser have the right to purchase securities hereunder to the extent that such purchase would result in such Purchaser exceeding the ownership limitations of such New Securitiesthe Purchasers set forth in Section 3.9.

Sale of New Securities. For so long as the Focus Investor, together with its Affiliates, (A) prior to the Second Closing, has not sold Common Shares in an amount, individually or in the aggregate, that would result in the Investor, together with its Affiliates, Beneficially Owning less than 5% of the outstanding shares of Common Stock and (B) on or after the Second Closing, owns 106% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableexercisable and excluding as shares owned and outstanding all Common Shares issued by the Company after the Second Closing Date other than as contemplated by this Agreement) (before giving effect to any issuances triggering provisions of this Section) ), if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “"equity kicker”") (including any hybrid security) (any such security, a “"New Security”") (other than (i) any Common Shares Stock or other securities (1) issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereofhereof (2) issuable pursuant to the transactions contemplated by this Agreement; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share 's stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s 's employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles Certificate of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock then outstanding.

Sale of New Securities. For After the Closing, for so long as the Focus InvestorInvestor owns, in the aggregate together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which representing the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 3.9), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an equity “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (), other than the issuance and sale of securities (i) any Common Shares or other securities issuable in connection with the Warrant Offering, (ii) upon the exercise or conversion of any convertible securities issued in compliance with this Section 3.9, (iii) to employees, officers, directors or consultants of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or the issuance of shares arrangements), (iv) pursuant to the CompanyRights Plan or any other rights plan, (v) in connection with the exercise of the TARP Warrant, or (vi) as consideration in connection with any bona fide, arm’s employee share purchase plan approved by the Board of Directors length, direct or indirect merger, acquisition or similar plan where shares are being issued transaction or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction)commercial transactions, thenincluding, to for the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulationavoidance of doubt, the Focus Granite Merger, the Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles articles of Associationincorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities Voting Securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company Common Stock immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Common Shares held by the Focus Investor, Investor (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock and before giving effect to any issuances triggering the provisions of this Section 3.9). Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent that such purchase would result in the Investor exceeding the ownership limitations of such the Investor set forth in Section 3.6. Notwithstanding anything to the contrary herein, the provisions of this Section 3.9 shall not be applicable to any New SecuritiesSecurities offered or issued at the written direction of the applicable banking regulator of the Company or any insured depository institution subsidiary of the Company.

Sale of New Securities. For so long as the Focus InvestorInvestors collectively, together with its their Affiliates, (A) prior to the Second Closing, has not sold Common Shares in an amount, individually or in the aggregate, that would result in the Investors collectively, together with their Affiliates, Beneficially Owning less than 5% of the outstanding shares of Common Stock and (B) on or after the Second Closing, owns 106.0% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the securities of the Company owned by the Investor and its Affiliates Investors are directly or indirectly convertible or exercisableexercisable and excluding as shares owned and outstanding all Common Shares issued by the Company after the Second Closing Date other than as contemplated by this Agreement) (before giving effect to any issuances triggering provisions of this Section) ), if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “"equity kicker”") (including any hybrid security) (any such security, a “"New Security”") (other than (i) any Common Shares Stock or other securities (1) issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereofhereof (2) issuable pursuant to the transactions contemplated by this Agreement; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share 's stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s 's employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Investors shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles Certificate of AssociationIncorporation and bylaws of the Company, the Investor Investors may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Investors shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestors, and the denominator of which is the number of shares of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock then outstanding.

Sale of New Securities. For so long as the Focus Investora Purchaser, together with its Affiliates, owns 104% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the any securities of the Company owned by the Investor and its Affiliates Purchaser are directly or indirectly convertible or exercisableexercisable and, for the avoidance of doubt, including as shares owned and outstanding all shares of Common Stock issued by the Company after the Closing) (before giving effect to any issuances triggering provisions of this Section) if), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any nonpublic public or non public offering or sale of any equity security (including Common Shares, preferred shares or restricted shares)Stock, or any securities, options or debt that is securities convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) Common Stock (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options stock options, restricted stock or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction; (iv) issuance of Common Stock upon exercise of warrants outstanding as of the date hereof; or (v) a Permitted Rights Offering pursuant to Section 4.18 hereof), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor then such Purchaser shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the sum of (i) the number of Purchased shares of Common Stock held by the Purchaser, if any, and (ii) the number of shares of Common Stock represented by the Preferred Shares held by the Focus InvestorPurchaser on an as-converted basis as of such date, if any, and the denominator of which is the sum of (i) the number of shares of Common Stock then outstanding, (ii) the number of shares of Common Stock represented by the Preferred Shares outstanding on an as-converted basis as of such date. Notwithstanding anything herein to the contrary, in no event shall the Purchaser have the right to purchase securities hereunder to the extent such purchase would result in such Purchaser, together with its Affiliates, owning a greater percentage interest in the Company than such Purchaser held immediately prior to the issuance of the New Securities (counting for such New Securitiespurposes all shares of Common Stock into or for which any securities owned by the Purchaser are directly or indirectly convertible or exercisable).

Sale of New Securities. For After the Closing and for so long as the Focus Investorany Purchaser, together with its Affiliates, owns 10at least 9.9% or more of all of the Common Stock issued and outstanding Common Shares (counting as shares of Common Stock owned by such Purchaser for such purposes this purpose, all shares of Common Shares Stock into or for which the securities Preferred Stock owned by such Purchaser are convertible and disregarding any limitations on ownership or prohibitions on conversion pursuant to the terms of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifPreferred Stock that may otherwise apply), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity or equity-linked security (including Common Shares, preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (any such security, a “New Security”) (other than any securities issuable (i) any Common Shares as consideration in connection with a bona fide arms-length direct or other securities issuable upon the exercise indirect merger, acquisition or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; similar transaction, (ii) pursuant to in accordance with the granting terms of any equity compensation plans, employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or the issuance arrangements), (iii) as part of shares dividend reinvestment or stock purchase plan or a bona fide public offering, (iv) pursuant to the Company’s employee share purchase plan approved by exercise of a Warrant, (v) pursuant to the Board Conversion of Directors Preferred Stock, or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for (vi) at the benefit written direction of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiongovernmental agency), then, to the extent not prohibited, not restricted, and not requiring then any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor such Purchaser shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent Stock interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor each such Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, such Purchaser and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock). Notwithstanding anything herein to the contrary, in no event shall a Purchaser have the right to purchase securities hereunder to the extent such purchase would result in such Purchaser, together with its Affiliates, owning a greater percentage interest in the Company than such Purchaser held immediately prior to the issuance of the New Securities (counting for such purposes all shares of Common Stock into or for which any securities owned by such Purchaser are directly or indirectly convertible or exercisable). Any New Securities issued pursuant to this Section 4.16, consistent with such limitations on any existing holdings of Purchaser, shall include appropriate limitations on the voting rights of such New SecuritiesSecurities to ensure compliance with the BHC Act and CIBC Act (which, for the avoidance of doubt, may include those limitations set forth in Section 4.15(a) herein). For the avoidance of doubt, to the extent that the Company complies with its obligations pursuant to this Section 4.16 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock, the Purchaser shall not have an additional right to purchase pursuant to this Section 4.16 additional securities as a result of the issuance of New Securities upon the conversion, exchange or exercise of such earlier issued securities (whether or not the Purchaser exercised its right to purchase such earlier issued securities). Notwithstanding anything to the contrary in this Section 4.16, if a Purchaser is prohibited from receiving additional shares of Common Stock or other New Security as a result of requirements of the BHC Act and/or the CIBC Act (including as a result of the limitations set forth in Section 4.15(a) herein), then in lieu of such Common Stock or other New Security, such Purchaser shall be entitled to purchase a number of shares of Series C Preferred Stock necessary to put such Holder in substantially the same economic position as if such Xxxxxx had purchased shares of Common Stock (or shares of such other New Security) in accordance with this Section 4.16.

Sale of New Securities. For After the Closing, for so long as the Focus InvestorBuyer, together with Xxxx Park and its Affiliates, owns or their controlled Affiliates and Principals collectively own ten percent (10% %) or more of all the outstanding shares of the outstanding Common Shares Stock (counting for such purposes all Common Conversion Shares into or for which the securities and Convertible IFMI LLC Units as outstanding shares of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableCommon Stock) (before giving effect to any issuances triggering provisions of this Section) ifSection 6.10), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company or IFMI, LLC makes any public or nonpublic offering or sale of any equity security (including the Common SharesStock, or any preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity (including Convertible IFMI LLC Units) or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than ten percent (10%) of the outstanding shares of the Company’s capital stock) or the issuance of shares capital stock pursuant to the Company’s any employee share stock purchase plan of the Company approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iiiii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, (iii) issuances of shares of the Common Stock upon the conversion or exercise of any convertible preferred stock or notes outstanding as of the Effective Date or issued pursuant to the extent not prohibitedTransaction Documents, not restrictedin each case, and not requiring any shareholders’ approval by any applicable law in accordance with the terms thereof as of the Effective Date); (iv) issuances of rights, stock or by obligations other property pursuant to any listing agreement with any securities exchange the Shareholder Rights Plan; or any securities exchange regulation(v) issuances of Convertible IFMI LLC Units pursuant to Section 6.10(x) or (y) of the IFMI LLC Agreement, the Focus Investor Buyer shall be afforded the opportunity to acquire from the Company and/or IFMI, LLC for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities New Securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Securities (counting for such purposes all Conversion Shares to an Affiliate and Convertible IFMI LLC Units as outstanding shares of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock).

Sale of New Securities. For so long as After the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifClosing, at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any nonpublic offering or sale of issues any equity security securities (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity securities or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of capital stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiontransaction (together an “Excluded New Issuance”), then, to ) the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered issued to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent that such purchase would result in the Investor and its Affiliates exceeding the ownership limitations set forth in Section 4.1(a). The purchase rights provided in this Section 4.3(a) shall terminate upon the occurrence of such New Securitiesthe earlier of (a) the date that the Investor ceases to own Securities representing the Qualifying Ownership Interest (before giving effect to any issuances triggering the provisions of this Section 4.3) or (b) completion of an underwritten public offering of the Company’s Common Stock for cash pursuant to a registration statement or registration statements (other than on Form X-0, Xxxx X-0 or comparable form) under the Securities Act (i) pursuant to which there is established a listing on the Nasdaq Stock Market or other national securities exchange for the Company Common Stock and (ii) with aggregate gross proceeds of at least twenty five million dollars ($25,000,000).

Sale of New Securities. For so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifhave a Qualifying Ownership Interest, if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated (and disclosed to the Investor in writing) to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options stock options, restricted stock or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to ; (iv) issuance of Common Stock upon exercise of warrants outstanding as of the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law date hereof; or by obligations pursuant to any listing agreement (v) in connection with any securities exchange or any securities exchange regulation, the Focus Rights Offering (except as set forth in the Standby Purchase Agreement); then the Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the total number of Purchased Shares shares of Common Stock then held by the Focus InvestorInvestor (counting for such purposes all shares of Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable), if any, and the denominator of which is the total number of shares of Common Shares Stock then outstanding immediately (counting for such purposes all shares of Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable). Notwithstanding anything herein to the contrary, in no event shall the Investor have the right to purchase New Securities hereunder to the extent such purchase would result in such Investor, together with any other person whose Company securities would be aggregated with the Investor’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Investor) would represent more than (i) 4.9% of the Voting Securities after the First Closing but prior to the issuance Second Closing or (ii) 9.9% of such New Securitiesthe Voting Securities or more than 33.3% of the Company’s total equity outstanding after the Second Closing.

Sale of New Securities. For so long as the Focus Investor, together with its Affiliates, owns 10% or more of all have a Qualifying Ownership Interest and the Investor is a non-objecting beneficial owner of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifQualifying Ownership Interest, if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated (and disclosed to the Investor in writing) to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options stock options, restricted stock or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction); (iv) issuance of Common Stock upon exercise of warrants outstanding as of the date hereof; (v) issuances of any securities issued as a result of a stock split, thenstock dividend, reclassification or reorganization or similar event, but solely to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law such issuance is made to all holders of Common Stock; or by obligations pursuant to any listing agreement (vi) in connection with any securities exchange or any securities exchange regulation, the Focus Rights Offering); then the Investor shall be afforded the opportunity (provided, in the case of an offering that is not a registered public offering, that Investor satisfied any applicable “accredited investor,” “qualified institutional buyer” or other investor criteria applicable to such offering) to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the total number of Purchased Shares shares of Common Stock then held by the Focus InvestorInvestor (counting for such purposes all shares of Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable, if any) and the denominator of which is the total number of shares of Common Shares Stock then outstanding immediately prior (counting for such purposes all shares of Common Stock into or for which any securities are directly or indirectly convertible or exercisable). Notwithstanding anything herein to the contrary, in no event shall the Investor have the right to purchase New Securities hereunder to the extent such purchase would result in such Investor, together with any other person whose Company Securities would be aggregated with the Investor’s Company Securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Investor) would represent more than 9.9% of the Common Stock. For the avoidance of doubt, to the extent that the Company complies with its obligations pursuant to this Section 5.10 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock, Investor shall not have an additional right to purchase pursuant to this Section 5.10 additional securities as a result of the issuance of New Securities upon the conversion, exchange or exercise of such New Securitiesearlier issued securities (whether or not Investor exercised its right to purchase such earlier issued securities).

Sale of New Securities. For so long as Until the Focus Investor, together with its Affiliates, owns 10% or more earlier of all (x) the first-year anniversary of the outstanding First Closing or (y) such date as such Purchaser sells or otherwise disposes of more than 50% of the Common Shares acquired by it in the Equity Investment (counting as adjusted from time to time for such purposes all Common Shares into any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or for which other like changes in the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifCompany’s capitalization), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into or exercisable for equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of Rights Offering and the Company issued or agreed to be issued as of the date hereofSecond Closing; (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or the issuance of shares arrangements); (iii) as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction; or (iv) securities issued pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or Troubled Assets Relief Program (iii“TARP”) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor similar United States Government Program) such Purchaser shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor such Purchaser may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor a Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, such Purchaser and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior preceding any offering of New Securities. Notwithstanding anything herein to the issuance contrary, in no event shall a Purchaser have the right to purchase securities hereunder to the extent that such purchase would result in such Purchaser exceeding the ownership limitations of such New Securitiesthe Purchasers set forth in Section 3.9.

Sale of New Securities. For so long as After the Focus InvestorClosing, together with its Affiliates, owns 10% or more until the earlier of all of (x) the outstanding Common Shares (counting for such purposes all Common Shares into or for date on which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) no longer owns Securities representing a Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this SectionSection 4.03) ifor (y) the first anniversary of the Closing Date, at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of capital stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then(3) issuances of shares of Common Stock upon the conversion or exercise of any convertible preferred stock or warrants issued in connection with the THL Investment, the Warburg Investment, the Other Private Placements or the TARP Exchange, in each case, in accordance with the terms thereof as of the date hereof) or (4) issuances of rights, stock or other property pursuant to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, Shareholder Rights Plan) the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestor plus the number of shares of Common Stock represented by the Series D Stock held by the Investor on an as-converted basis as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior to plus the issuance number of such New Securitiesshares of Common Stock represented by the Series B Stock and Series D Stock then outstanding (if any).

Sale of New Securities. For so long as the Focus Investor, together with its AffiliatesAffiliates and, for purposes of this Section 5.14, persons who share a common discretionary investment advisor with such Investor, owns 102.0% or more of all of the outstanding shares of Common Shares Stock (counting for provided that, in making such purposes calculation, all shares of Common Shares Stock into or for which the shares of any securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock which itself is issuable upon conversion of shares of Series B Preferred Stock to be issued hereunder, upon exercise of the Warrants, upon exercise of the Other Warrants or pursuant to the Other Securities Purchase Agreements shall be included in both the numerator and denominator, and all securities issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such securities in accordance with Section 5.14 shall be excluded from the denominator) (before giving effect to any issuances triggering provisions of this Section) ifSection 5.14), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock, Non-Voting Common Stock, Series B Preferred Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction); (iv) issuance of Common Stock upon exercise of warrants outstanding as of the date hereof; or (v) in connection with the Rights Offering), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the total number of Purchased Shares shares of Common Stock and Non-Voting Common Stock then held by the Focus InvestorInvestor (counting for such purposes all shares of Common Stock and Non-Voting Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable), if any, and the denominator of which is the total number of shares of Common Shares Stock and Non-Voting Common Stock then outstanding immediately prior (counting for such purposes all shares of Common Stock and Non-Voting Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable). Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent such purchase would result in such Investor, together with any other person whose Company securities would be aggregated with the Investor’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such New Securitiessecurities by the Investor) would represent more than the ownership limitation set forth in Section 5.2(a).

Sale of New Securities. For so long as a Qualifying Purchaser owns the Focus InvestorMinimum Ownership Interest, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares Series B Preferred Stock, Non-Voting Common Stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock, Series B Preferred Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated (and disclosed to the Qualifying Purchaser in writing) to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options stock options, restricted stock or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board board of Directors directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board board of Directors directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction); or (iv) within thirty (30) days following completion of this offering, thenissuances of Common Stock pursuant to a proposed unregistered offering to non-institutional investors, consisting of existing shareholders and certain other Persons, to sell up to an aggregate of $5,800,004 in shares of Common Stock at the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Purchase Price); then each Qualifying Purchaser shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Qualifying Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the total number of Purchased Shares shares of Common Stock then held by the Focus InvestorPurchaser (counting for such purposes all shares of Common Stock into or for which any securities owned by the Purchaser are directly or indirectly convertible or exercisable, including the Series B Preferred Stock and the Non-Voting Common Stock, if any, and the denominator of which is the total number of shares of Common Shares Stock then outstanding immediately prior to (counting for such purposes all shares of Common Stock into or for which any securities owned by the issuance of such New SecuritiesPurchaser are directly or indirectly convertible or exercisable, including the Series B Preferred Stock and the Non-Voting Common Stock.

Sale of New Securities. For so long as After the Focus InvestorClosing, together until the earlier of (x) the date on which the Investor no longer owns, in the aggregate with its Affiliates, owns 10% or more of all one and one-half percent (1.5%) of the outstanding Common Shares (counting as adjusted from time to time for such purposes all Common Shares into any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or for which other like changes in the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableCompany’s capitalization) (before giving effect to any issuances triggering provisions of this SectionSection 3.5) ifand (y) the second anniversary of the Closing Date, at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereofRights Offering; (ii) upon conversion of convertible securities issued in compliance with this Section 3.5, (iii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase any such plans or arrangements), (iv) pursuant to any rights plan approved by the Board of Directors or (v) as consideration in connection with any bona fide, arm’s-length, direct or indirect merger, acquisition or similar plan where shares are being issued transaction or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to commercial transactions) the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company Common Stock immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Common Shares held by the Focus Investor, Investor and the denominator of which is the number of shares of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock then outstanding.

Sale of New Securities. For After the Closing and for so long as the Focus Investorany Purchaser, together with its Affiliates, owns 10at least 9.9% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor Stock issued and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifoutstanding, if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity or equity-linked security (including Common Shares, preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (any such security, a “New Security”) (other than any securities issuable (i) any Common Shares as consideration in connection with a bona fide arms-length direct or other securities issuable upon the exercise indirect merger, acquisition or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; similar transaction, (ii) pursuant to in accordance with the granting terms of any equity compensation plans, employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase plan approved by the Board of Directors any such plans or similar plan where shares are being issued or offered to a trustarrangements), other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances as part of shares dividend reinvestment or other securities as full stock purchase plan or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement bona fide public offering or other similar nonfinancing transaction(iv) at the written direction of any governmental agency), then, to the extent not prohibited, not restricted, and not requiring then any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor such Purchaser shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent Stock interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor each such Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, such Purchaser and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock). Notwithstanding anything herein to the contrary, in no event shall a Purchaser have the right to purchase securities hereunder to the extent such purchase would result in such Purchaser, together with its Affiliates, owning a greater percentage interest in the Company than such Purchaser held immediately prior to the issuance of the New Securities (counting for such purposes all shares of Common Stock into or for which any securities owned by such Purchaser are directly or indirectly convertible or exercisable). For the avoidance of doubt, to the extent that the Company complies with its obligations pursuant to this Section 4.16 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock, the Purchaser shall not have an additional right to purchase pursuant to this Section 4.16 additional securities as a result of the issuance of New SecuritiesSecurities upon the conversion, exchange or exercise of such earlier issued securities (whether or not the Purchaser exercised its right to purchase such earlier issued securities).

Sale of New Securities. For If as of the Purchase Date, and for so long as the Focus InvestorPurchaser, together with its Affiliatesaffiliates, owns 104.9% or more of all of the outstanding shares of Voting Common Shares Stock (counting for such purposes all including any shares of Voting Common Shares Stock into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (Company’s Series B Preferred Stock may be converted, but before giving effect to any issuances issuance triggering provisions of this Section) ifExhibit H), then at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Voting Common Shares, preferred shares or restricted shares)Stock, or any securities, options or debt that is securities convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) Voting Common Stock (any such security, a “New Security”) (other than (i) any Voting Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiontransaction approved by the Board), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Purchaser shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Sharecommon stock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the sum of (i) the number of Purchased Shares shares of Voting Common Stock held by the Focus InvestorPurchaser, if any, and (ii) the number of shares of Voting Common Stock represented by securities convertible directly or indirectly and other securities convertible directly or indirectly into Voting Common Stock held by the Purchaser on an as-converted basis as of such date, if any, and the denominator of which is the sum of (i) the number of shares of Voting Common Shares outstanding Stock then outstanding, (ii) the number of shares of Voting Common Stock represented by securities convertible directly or indirectly and other securities convertible directly or indirectly into Voting Common Stock on an as-converted basis as of such date. Notwithstanding anything herein to the contrary, in no event shall the Purchaser have the right to purchase securities hereunder to the extent such purchase would result in such Purchaser, together with its affiliates, owning a greater percentage interest in the Company than such Purchaser held immediately prior to the issuance of the New Securities (counting for such New Securitiespurposes all shares of Voting Common Stock into or for which any securities owned by the Purchaser are directly or indirectly convertible or exercisable).

Sale of New Securities. For a period beginning on the Closing Date and ending on the third anniversary of the Closing Date, for so long as the Focus InvestorPurchaser, together with its AffiliatesAffiliates and, for purposes of this Section 4.15, persons who share a common investment advisor with such Purchaser, owns 102.0% or more of all of the outstanding shares of Common Shares Stock (counting for provided that, in making such purposes calculation, all shares of Common Shares Stock into or for which the shares of any securities of the Company owned by the Investor and its Affiliates a Purchaser are directly or indirectly convertible or exercisable) (before giving effect , which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of the Preferred Stock to any issuances triggering provisions of this Section) ifbe issued hereunder shall be included in both the numerator and denominator), if the Company at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or stock (other than the Preferred Stock issued pursuant to this Agreement) and restricted sharesstock), or any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor each Purchaser shall be afforded the opportunity (provided, in the case of an offering that is not a registered public offering, that such Purchaser satisfied any applicable “accredited investor,” “qualified institutional buyer” or other investor criteria applicable to such offering) to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor that such Purchaser may elect to receive such securities in nonvoting non-voting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company; provided that such Purchaser shall not be entitled to acquire securities pursuant to this Section 4.15 if such acquisition would cause or would result in such Purchaser and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any rules and regulations promulgated thereunder, 10% or more of any class of “voting securities” (as defined in the BHC Act and any rules or regulations promulgated thereunder) of the Company immediately prior to (it being understood, for the avoidance of doubt, that no security shall be included in any such issuance of New Securities; providedpercentage calculation to the extent it cannot by its terms be converted into or exercisable for voting securities by such Purchaser or its Affiliates), that, except in the case of any transfer of Common Shares to an Affiliate or 33.3% of the Focus InvestorCompany’s total equity, who will from that date forward assume jointly with outstanding at such time. Subject to the Focus Investor all obligations under foregoing proviso, the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor such Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by such Purchaser plus the Focus Investornumber of shares of Common Stock represented by any convertible securities held by such Purchaser on an as converted basis, as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately plus the number of shares of Common Stock represented by any convertible securities held by such Purchaser on an as converted basis, as of such date. Notwithstanding the foregoing, the subscription rights set forth under this Section 4.15 shall not apply to (1) any offering by the Company pursuant to the granting or exercise of employee stock options or other equity incentives to employees or directors pursuant to the Company’s stock incentive plans or the issuance of stock pursuant to any employee stock purchase plan, in each case in the ordinary course of equity compensation awards and to the extent approved by the Board of Directors, (2) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is made to all holders of Common Stock, (3) issuances of shares of Common Stock (including the Underlying Shares) issued upon conversion of, or as a dividend on, the Preferred Stock and any convertible securities of the Company issued prior to the date hereof and (4) an offering by the Company for consideration in connection with any bona fide, arm’s length direct or indirect merger or acquisition. For the avoidance of doubt, to the extent that the Company complies with its obligations pursuant to this Section 4.15 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock, such Purchaser shall not have an additional right to purchase pursuant to this Section 4.15 additional securities as a result of the issuance of New Securities upon the conversion, exchange or exercise of such New Securitiesearlier issued securities (whether or not such Purchaser exercised its right to purchase such earlier issued securities). A Purchaser may assign the right to exercise the subscription rights set forth in this Section 4.15 to any Affiliate or Person who shares a common discretionary investment adviser with such Purchaser that agrees in writing for the benefit of the Company to be bound by the terms of this Agreement, and any such assignee shall be included in the term “Purchaser” for purposes of this Section 4.15.

Sale of New Securities. For so long as the Focus Investor, together with its his Affiliates, owns 105% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the any securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableexercisable and, for the avoidance of doubt, including as shares owned and outstanding all Common Shares issued by the Company after the Closing) (before giving effect to any issuances triggering provisions of this Section) ), if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof, including the Public Offering; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, ) at a price per share for such New Security (or conversion or exchange price per share) that is less than 95% of the Market Price on the last trading day preceding the date of the agreement with respect to the extent not prohibitedissuance of such New Securities, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, then the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it him to maintain its interest in the Purchased Shares his proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferabletransferrable except to Affiliates of the Investor. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior to Stock then outstanding. For the issuance purposes of this Section 4.8, the “Market Price” of the Common Stock (or other relevant capital stock or equity interest) on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock (or other relevant capital stock or equity interest) on NASDAQ on such New Securitiesdate. If the Common Stock (or other relevant capital stock or equity interest) is not traded on NASDAQ on any date of determination, the closing price of the Common Stock (or other relevant capital stock or equity interest) on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock or equity interest) is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock or equity interest) is so listed or quoted, or if the Common Stock (or other relevant capital stock or equity interest) is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock (or other relevant capital stock or equity interest) in the over-the-counter market as reported by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock (or other relevant capital stock or equity interest) on that date as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose.

Sale of New Securities. For so long as the Focus Investor, together with its Affiliates, Investor owns 10Securities representing 4.9% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into which shares of any Preferred Stock or for which the securities of the Company Warrants owned by the Investor and its Affiliates are directly or indirectly convertible into or exercisableexercisable for and, for the avoidance of doubt, including as shares of Common Stock issued by the Company after the First Closing Date) (before giving effect to any issuances triggering provisions of this Section) if), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiontransaction or (3) issuances of shares of Common Stock upon exercise of the warrant issued to the U.S. Department of the Treasury on November 21, 2008 and conversion of shares of Series A Stock outstanding as of the date hereof, in each case in accordance with the terms thereof as of the date hereof), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles Certificate of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestor plus the number of shares of Common Stock represented by any Preferred Stock and the Warrants held by the Investor on an as-converted basis as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by any Preferred Stock and the Warrants held by the Investor on an as-converted basis as of such date. Notwithstanding anything herein to the issuance of contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent such New Securitiespurchase would result in Investor exceeding the ownership limitation set forth in Section 4.1(1).

Sale of New Securities. For so a period beginning on the Closing Date and ending on the third anniversary of the Closing Date, for as long as the Focus Investor, together with its Affiliates, Investor owns 10at least 25% or more of all of the Company’s outstanding shares of Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Stock (before giving effect to any issuances triggering the provisions of this Section) ifSection 4.7), if the Company at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or stock and restricted sharesstock), or any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity (provided, in the case of an offering that is not a registered public offering, that the Investor satisfies any applicable “accredited investor,” “qualified institutional buyer” or other investor criteria applicable to such offering) to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it him to maintain its interest in the Purchased Shares his proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferableCompany. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestor as of such date, and the denominator of which is the number of shares of Common Shares Stock outstanding immediately prior as of such date. Notwithstanding the foregoing, the subscription rights set forth under this Section 4.7 shall not apply to (1) any offering by the Company pursuant to the granting or exercise of employee stock options or other equity incentives to employees or directors pursuant to the Company’s stock incentive plans or the issuance of stock pursuant to any dividend reinvestment or employee stock purchase plan, in each case in the ordinary course of equity compensation awards and to the extent approved by the Board of Directors, (2) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such New Securitiesissuance is made to all holders of Common Stock, and (3) an offering by the Company for consideration in connection with any bona fide, arm’s length direct or indirect merger or acquisition.

Sale of New Securities. For so long as the Focus InvestorRequisite Holder Condition is satisfied, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the if Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, Common Stock Equivalent, Capital Stock, Capital Stock Equivalents, preferred shares or stock and restricted sharesstock), or any other securities, warrants, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Purchaser shall be afforded the opportunity (provided, in the case of an offering that is not a registered public offering, that Purchaser satisfies any applicable “accredited investor,” “qualified institutional buyer” or other investor criteria applicable to acquire from the Company such offering) to subscribe for a pro rata share of any New Security so offered for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are New Security is proposed to be offered to others. Purchaser’s pro rata share, up for purposes of this Section 6.3, is the ratio of the number of shares of Common Stock owned by Purchaser immediately prior to the amount issuance of a New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate Security (assuming all Common Stock Equivalents owned by Purchaser are converted into or exchanged for shares of Common Stock) to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights shares of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) Stock outstanding on a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding Fully Diluted Basis immediately prior to the issuance of such New SecuritiesSecurity. Notwithstanding the foregoing, the subscription rights set forth under this Section 6.3 shall not apply to (1) any offering by Company pursuant to an Exempt Issuance or (2) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is made to all holders of Common Stock Equivalents. For the avoidance of doubt, to the extent that Company complies with its obligations pursuant to this Section 6.3 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock or other equity, Purchaser shall not have an additional right to purchase pursuant to this Section 6.3 additional securities as a result of the issuance of New Securities upon the conversion, exchange or exercise of such earlier issued securities (whether or not such Purchaser exercised its right to purchase such earlier issued securities). Purchaser may assign the right to exercise the subscription rights set forth in this Section 6.3 with respect to any Securities to the extent it may otherwise transfer or assign such Securities under this Agreement or a related Transaction Document, and any such assignee shall be treated as the “Purchaser” for purposes of this Section 6.3.

Sale of New Securities. For After the Closing, for so long as the Focus InvestorBuyer, together with Xxxxxx X. Xxxxx and its or their controlled Affiliates, owns Principals and Family Group members collectively own ten percent (10% %) or more of all the outstanding shares of the outstanding Common Shares Stock (counting for such purposes all Common Conversion Shares into or for which the securities and Convertible IFMI LLC Units as outstanding shares of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableCommon Stock) (before giving effect to any issuances triggering provisions of this Section) ifSection 6.9), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company or IFMI, LLC makes any public or nonpublic offering or sale of any equity security (including the Common SharesStock, or any preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity (including Convertible IFMI LLC Units) or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than ten percent (10%) of the outstanding shares of the Company’s capital stock) or the issuance of shares capital stock pursuant to the Company’s any employee share stock purchase plan of the Company approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iiiii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, (iii) issuances of shares of the Common Stock upon the conversion or exercise of any convertible preferred stock or notes outstanding as of the Effective Date or issued pursuant to the extent not prohibitedTransaction Documents, not restrictedin each case, and not requiring any shareholders’ approval by any applicable law in accordance with the terms thereof as of the Effective Date); (iv) issuances of rights, stock or by obligations other property pursuant to any listing agreement with any securities exchange the Shareholder Rights Plan; or any securities exchange regulation(v) issuances of Convertible IFMI LLC Units pursuant to Section 6.10(x) or (y) of the IFMI LLC Agreement, the Focus Investor Buyer shall be afforded the opportunity to acquire from the Company and/or IFMI, LLC for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities New Securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Securities (counting for such purposes all Conversion Shares to an Affiliate and Convertible IFMI LLC Units as outstanding shares of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock).

Sale of New Securities. For so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifIf, at any time after or from time to time during the date hereof and on or before the fifth anniversary of the date hereofSubscription Rights Period, the Company makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, Common Stock Equivalent, Capital Stock, Capital Stock Equivalents, preferred shares or stock and restricted sharesstock), or any other securities, warrants, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Purchaser shall be afforded the opportunity (provided, in the case of an offering that is not a registered public offering, that Purchaser satisfies any applicable “accredited investor,” “qualified institutional buyer” or other investor criteria applicable to acquire from the Company such offering) to subscribe for a pro rata share of any New Security so offered for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are New Security is proposed to be offered to others. Purchaser’s pro rata share, up for purposes of this Section, is the ratio of the number of shares of Common Stock owned by Purchaser immediately prior to the amount issuance of a New Securities in the aggregate required Security (excluding any Warrant Shares or any shares of Common Stock to enable it be issued pursuant to maintain its interest in the Purchased Shares proportionate Section 4.6 below (NMM Performance Metric and Additional Share Issuance) to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights shares of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) Stock outstanding on a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding Fully Diluted Basis immediately prior to the issuance of such New SecuritiesSecurity. Notwithstanding the foregoing, the subscription rights set forth under this Section shall not apply to (1) any offering by Company pursuant to an Exempt Issuance or (2) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is made to all holders of Common Stock Equivalents. For the avoidance of doubt, to the extent that Company complies with its obligations pursuant to this Section with respect to any securities that are exercisable for Common Stock or other equity, Purchaser shall not have an additional right to purchase pursuant to this Section additional securities as a result of the issuance of New Securities upon the exercise of such earlier issued securities (whether or not such Purchaser exercised its right to purchase such earlier issued securities). Purchaser may not assign the right to exercise the subscription rights set forth in this Section with respect to any Securities to the extent it may otherwise transfer or assign such Securities under this Agreement, and any such assignee shall be treated as the “Purchaser” for purposes of this Section.

Sale of New Securities. For After the First Closing, for so long as the Focus InvestorInvestor owns, together with its Affiliatesin the aggregate, owns 10% thirty-three percent (33%) or more of all the then outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization and including Common Shares issued upon exercise of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableWarrant) (before giving effect to any issuances triggering provisions of this Section) ifSection 3.8), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of Rights Offering and the Company issued or agreed to be issued as of the date hereofSecond Closing; (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase plan approved by the Board of Directors any such plans or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; arrangements) or (iii) issuances of shares as consideration in connection with any bona fide, arm’s-length direct or other securities as full or partial consideration for a indirect merger, acquisition, joint venture, strategic alliance, license agreement acquisition or other similar nonfinancing transaction), then, to ) the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, Investor (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock then outstanding.”

Sale of New Securities. For so As long as Purchaser owns Securities representing the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions this Section 4.11), subject to Section 4.1(a), Purchaser shall have the right to, or shall at any time and from time to time, appoint a non-stockholder Affiliate of Purchaser that agrees in writing for the benefit of the Company to be bound by the terms of this Section) ifAgreement (any such Affiliate shall be included in the term “Purchaser”), to exercise the gross-up rights set forth in this Section 4.11 (Purchaser or such Affiliate, a “Gross-Up Entity”). As long as Purchaser owns Securities representing the Qualifying Ownership Interest (before giving effect to any issuances triggering this Section 4.11), if at any time after the date hereof and on or before the fifth anniversary of the date hereofClosing, the Company at any time or from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or Company Preferred Stock and restricted sharesstock), or any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyplan, in each case in the ordinary course of providing incentive compensation; equity compensation awards, (2) issuances for the purposes of consideration in acquisition transactions, including, but not limited to transactions which occurred prior to the date of this Agreement, (3) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is (iiiA) made to all holders of Common Stock and (B) results in an adjustment to the conversion price of the Preferred Stock and the exercise price for the Warrants, (4) issuances of shares of Common Stock issued upon conversion of, or other as a dividend on, the Preferred Stock and (5) issuances of shares of Common Stock issued upon conversion of, or as a dividend on, any convertible securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactionof the Company issued prior to the date of this Agreement), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Gross-Up Entity shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Company’s Articles of AssociationOrganization and by-laws, the Investor Gross-Up Entity may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company; provided that the Gross-Up Entity shall not be entitled to acquire securities pursuant to this Section 4.11 if such acquisition would cause or would result in the Gross-Up Entity and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any rules or regulations promulgated thereunder, 10% or more of any class of “voting securities” (as defined in the BHC Act and any rules or regulations promulgated thereunder) of the Company immediately prior to outstanding at such time (it being understood, for the avoidance of doubt, that no security shall be included in any such issuance of New Securities; providedpercentage calculation to the extent it cannot by its terms be converted into or exercisable for voting securities by the Gross-Up Entity or its Affiliates). Subject to the foregoing proviso, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Gross-Up Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by Purchaser plus the Focus Investornumber of shares of Common Stock represented by the Preferred Stock and Warrants held by Purchaser on an as converted or as exercised basis, as the case may be, as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior to plus the issuance number of shares of Common Stock represented by the Preferred Stock and the Warrants held by Purchaser on an as converted or as exercised basis, as the case may be, as of such New Securitiesdate.

Sale of New Securities. For so a period beginning on the Closing Date and ending on the third anniversary of the Closing Date, for as long as the Focus Investor, Shareholder (together with its Affiliates) owns Securities constituting at least 357,142 shares (as adjusted for any stock dividend, owns 10% subdivision, split or more combination with respect to shares of all Common Stock after the date of the outstanding this Agreement) of Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Stock (before giving effect to any issuances triggering the provisions of this Section) ifSection 4.16), if the Company at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or stock and restricted sharesstock), or any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Shareholder shall be afforded the opportunity (provided, in the case of an offering that is not a registered public offering, that the Shareholder satisfied any applicable “accredited investor,” “qualified institutional buyer” or other investor criteria applicable to such offering) to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to that the extent permitted by law and the Articles of Association, the Investor Shareholder may elect to receive such securities in nonvoting non-voting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company; provided that Shareholder shall not be entitled to acquire securities pursuant to this Section 4.16 if such acquisition would cause or would result in Shareholder and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHCA or the CIBCA and any rules and regulations promulgated thereunder, 10% or more of any class of “voting securities” (as defined in the BHCA and any rules or regulations promulgated thereunder) of the Company immediately prior to (it being understood, for the avoidance of doubt, that no security shall be included in any such issuance of New Securities; providedpercentage calculation to the extent it cannot by its terms be converted into or exercisable for voting securities by the Shareholder or its Affiliates), that, except in the case of any transfer of Common Shares to an Affiliate or 33.3% of the Focus InvestorCompany’s total equity, who will from that date forward assume jointly with outstanding at such time. Subject to the Focus Investor all obligations under foregoing proviso, the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Shareholder shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by Shareholder plus the Focus Investornumber of shares of Common Stock represented by the Preferred Stock held by Shareholder on an as converted basis, as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately plus the number of shares of Common Stock represented by all then outstanding shares of Preferred Stock on an as converted basis, as of such date. Notwithstanding the foregoing, the subscription rights set forth under this Section 4.16 shall not apply to (1) any offering by the Company pursuant to the granting or exercise of employee stock options or other equity incentives to employees or directors pursuant to the Company’s stock incentive plans or the issuance of stock pursuant to any employee stock purchase plan, in each case in the ordinary course of equity compensation awards and to the extent approved by the Board of Directors, (2) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is (A) made to all holders of Common Stock and (B) results in an adjustment to the conversion price of the Preferred Stock, (3) issuances of shares of Common Stock issued upon conversion of, or as a dividend on, the Preferred Stock, (4) issuances of shares of Common Stock issued upon conversion of the Non-Voting Common Stock, (5) issuances of shares of Common Stock issued upon conversion of, or as a dividend on, any convertible securities of the Company issued prior to the date hereof and (6) an offering by the Company for consideration in connection with any bona fide, arm’s length direct or indirect merger or acquisition. For the avoidance of doubt, to the extent that the Company complies with its obligations pursuant to this Section 4.16 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock, the Shareholder shall not have an additional right to purchase pursuant to this Section 4.16 additional securities as a result of the issuance of New Securities upon the conversion, exchange or exercise of such New Securitiesearlier issued securities (whether or not Shareholder exercised its right to purchase such earlier issued securities). A Shareholder may assign the right to exercise the subscription rights set forth in this Section 4.16 to any Affiliate or Person who shares a common discretionary investment adviser with such Shareholder that agrees in writing for the benefit of the Company to be bound by the terms of this Agreement, and any such assignee shall be included in the term “Shareholder” for purposes of this Section 4.16.

Sale of New Securities. For so As long as Purchaser owns Securities representing the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions this Section 4.11), subject to Section 4.1(a), Purchaser shall have the right to, or shall at any time and from time to time, appoint a non-stockholder Affiliate of Purchaser that agrees in writing for the benefit of the Company to be bound by the terms of this Section) ifAgreement (any such Affiliate shall be included in the term “Purchaser”), to exercise the gross-up rights set forth in this Section 4.11 (Purchaser or such Affiliate, a “Gross-Up Entity“). As long as Purchaser owns Securities representing the Qualifying Ownership Interest (before giving effect to any issuances triggering this Section 4.11), if at any time after the date hereof and on or before the fifth anniversary of the date hereofClosing, the Company at any time or from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or Company Preferred Stock and restricted sharesstock), or any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”“) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyplan, in each case in the ordinary course of providing incentive compensation; equity compensation awards, (2) issuances for the purposes of consideration in acquisition transactions, including, but not limited to transactions which occurred prior to the date of this Agreement, (3) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is (iiiA) made to all holders of Common Stock and (B) results in an adjustment to the conversion price of the Preferred Stock and the exercise price for the Warrants, (4) issuances of shares of Common Stock issued upon conversion of, or other as a dividend on, the Preferred Stock and (5) issuances of shares of Common Stock issued upon conversion of, or as a dividend on, any convertible securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactionof the Company issued prior to the date of this Agreement), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Gross-Up Entity shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Company’s Articles of AssociationOrganization and by-laws, the Investor Gross-Up Entity may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company; provided that the Gross-Up Entity shall not be entitled to acquire securities pursuant to this Section 4.11 if such acquisition would cause or would result in the Gross-Up Entity and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any rules or regulations promulgated thereunder, 10% or more of any class of “voting securities” (as defined in the BHC Act and any rules or regulations promulgated thereunder) of the Company immediately prior to outstanding at such time (it being understood, for the avoidance of doubt, that no security shall be included in any such issuance of New Securities; providedpercentage calculation to the extent it cannot by its terms be converted into or exercisable for voting securities by the Gross-Up Entity or its Affiliates). Subject to the foregoing proviso, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Gross-Up Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by Purchaser plus the Focus Investornumber of shares of Common Stock represented by the Preferred Stock and Warrants held by Purchaser on an as converted or as exercised basis, as the case may be, as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior to plus the issuance number of shares of Common Stock represented by the Preferred Stock and the Warrants held by Purchaser on an as converted or as exercised basis, as the case may be, as of such New Securitiesdate.

Sale of New Securities. For so long as the Focus Investora Purchaser, together with its Affiliates, owns 104.9% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the any securities of the Company owned by the Investor and its Affiliates Purchaser are directly or indirectly convertible or exercisableexercisable and, for the avoidance of doubt, including as shares owned and outstanding all shares of Common Stock issued by the Company after the Closing) (before giving effect to any issuances triggering provisions of this Section) if), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common Shares, preferred shares or restricted shares)Stock, or any securities, options or debt that is securities convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) Common Stock (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiontransaction approved by the Board), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Purchaser shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the sum of (i) the number of Purchased shares of Common Stock held by the Purchaser, if any, and (ii) the number of shares of Common Stock represented by the Preferred Shares and the Non-Voting Preferred Shares held by the Focus InvestorPurchaser on an as-converted basis as of such date, if any, and the denominator of which is the sum of (i) the number of shares of Common Stock then outstanding, (ii) the number of shares of Common Stock represented by the Preferred Shares outstanding and the Non-Voting Preferred Shares on an as-converted basis as of such date. Notwithstanding anything herein to the contrary, in no event shall the Purchaser have the right to purchase securities hereunder to the extent such purchase would result in such Purchaser, together with its Affiliates, owning a greater percentage interest in the Company than such Purchaser held immediately prior to the issuance of the New Securities (counting for such New Securitiespurposes all shares of Common Stock into or for which any securities owned by the Purchaser are directly or indirectly convertible or exercisable).

Sale of New Securities. For After the Closing and for so long as the Focus Investorany Purchaser, together with its Affiliates, owns 10at least 4.9% or more of all of the Common Stock issued and outstanding (excluding acquisitions subsequent to the Closing other than acquisitions pursuant to this section or in the Second Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifStock Placement), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company Issuer makes any public or nonpublic offering or sale of any equity or equity-linked security (including Common Shares, preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (any such security, a “New Security”) (other than any securities issuable (i) any Common Shares as consideration in connection with a bona fide arms-length direct or other securities issuable upon the exercise indirect merger, acquisition or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; similar transaction, (ii) pursuant to in accordance with the granting terms of any employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors or (including upon the issuance exercise of shares employee stock options granted pursuant to the Company’s employee share purchase plan approved by the Board of Directors any such plans or similar plan where shares are being issued or offered to a trustarrangements), other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances as part of shares a bona fide public offering or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction(iv) at the written direction of any Governmental Agency), then, to the extent not prohibited, not restricted, and not requiring then any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor such Purchaser shall be afforded the opportunity to acquire from the Company Issuer for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its proportionate Common Stock interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company Issuer immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor each such Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, such Purchaser and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock). Notwithstanding anything herein to the contrary, in no event shall a Purchaser have the right to purchase securities hereunder to the extent such purchase would result in such Purchaser, together with its Affiliates, owning a greater percentage interest in Issuer than such Purchaser held immediately prior to the issuance of the New Securities (counting for such purposes all shares of Common Stock into or for which any securities owned by such Purchaser are directly or indirectly convertible or exercisable). For the avoidance of doubt, to the extent that Issuer complies with its obligations pursuant to this Section 4.13 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock, the Purchaser shall not have an additional right to purchase pursuant to this Section 4.13 additional securities as a result of the issuance of New SecuritiesSecurities upon the conversion, exchange or exercise of such earlier issued securities (whether or not the Purchaser exercised its right to purchase such earlier issued securities).

Sale of New Securities. For so long as After the Focus InvestorClosing, until the later of the second anniversary of the Closing Date and the date on which the Investor no longer owns, in the aggregate together with its Affiliates, owns 10% or more of all at least one and one-half percent (1.5%) of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifSection 3.4), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an equity “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (), other than the issuance and sale of securities (i) any Common Shares or other securities issuable in connection with the Warrant Offering, (ii) upon the exercise or conversion of any convertible securities issued in compliance with this Section 3.4, (iii) to employees, officers, directors or consultants of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or the issuance of shares arrangements), (iv) pursuant to the CompanyRights Plan or any other rights plan, (v) in connection with the exercise of the TARP Warrant, or (vi) as consideration in connection with any bona fide, arm’s employee share purchase plan approved by the Board of Directors length, direct or indirect merger, acquisition or similar plan where shares are being issued transaction or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction)commercial transactions, thenincluding, to for the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulationavoidance of doubt, the Focus Granite Merger, the Investor shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles articles of Associationincorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities Voting Securities in a widely dispersed or public offering) and on the same terms as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company Common Stock immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Common Shares held by the Focus Investor, Investor (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock and before giving effect to any issuances triggering the provisions of this Section 3.4). Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase New Securities pursuant to this Section 3.4 to the extent that such purchase would result in the Investor exceeding the ownership limitations set forth in Section 3.2. Notwithstanding anything to the contrary herein, the provisions of such this Section 3.4 shall not be applicable to any New SecuritiesSecurities offered or issued at the written direction of the applicable banking regulator of the Company or any insured depository institution subsidiary of the Company.

Sale of New Securities. For so long as the Focus Investora Purchaser, together with its Affiliates, owns 104% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the any securities of the Company owned by the Investor and its Affiliates Purchaser are directly or indirectly convertible or exercisableexercisable and, for the avoidance of doubt, including as shares owned and outstanding all shares of Common Stock issued by the Company after the Closing) (before giving effect to any issuances triggering provisions of this Section) if), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common Shares, preferred shares or restricted shares)Stock, or any securities, options or debt that is securities convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) Common Stock (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Purchaser shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the sum of (i) the number of Purchased shares of Common Stock held by the Purchaser, if any, and (ii) the number of shares of Common Stock represented by the Preferred Shares and Series C Preferred Shares held by the Focus InvestorPurchaser on an as-converted basis as of such date, if any, and the denominator of which is the sum of (i) the number of shares of Common Stock then outstanding, (ii) the number of shares of Common Stock represented by the Preferred Shares outstanding and Series C Preferred Shares on an as-converted basis as of such date. Notwithstanding anything herein to the contrary, in no event shall the Purchaser have the right to purchase securities hereunder to the extent such purchase would result in such Purchaser, together with its Affiliates, owning a greater percentage interest in the Company than such Purchaser held immediately prior to the issuance of the New Securities (counting for such New Securitiespurposes all shares of Common Stock into or for which any securities owned by the Purchaser are directly or indirectly convertible or exercisable).

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, Investor owns 10% or more of all of Securities representing the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions of this Section) ifSection 4.3), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors (so long as the authorized awards under the Company’s stock incentive plans represent less than 10% of the outstanding shares of capital stock) or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case case, in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction)transaction or (3) issuances of shares of Common Stock upon the conversion or exercise of any convertible preferred stock or warrants issued in connection with the Other Private Placements or the TARP Exchange, thenin each case, in accordance with the terms thereof as of the date hereof) or (4) issuances of rights, stock or other property pursuant to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, Agreed Plan) the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles Certificate of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestor plus the number of shares of Common Stock represented by the Series B Stock and the Warrant held by the Investor on an as-converted basis as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by the Series B Stock and Series D Stock then outstanding (if any) plus the number of shares of Common Stock represented by the Warrant held by the Investor on an as-converted basis on such date (after giving effect to any applicable adjustment thereunder). Notwithstanding anything herein to the issuance of contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent that such New Securitiespurchase would result in the Investor exceeding the ownership limitations set forth in Section 4.1(a).

Sale of New Securities. For so long as Purchaser shall have the Focus Investorright to, together with its Affiliatesor shall at any time and from time to time, owns 10% appoint a non-stockholder Affiliate of Purchaser that agrees in writing for the benefit of the Company to be bound by the terms of this Agreement (any such Affiliate shall be included in the term “Purchaser”), to exercise the subscription rights set forth in this Section 4.9 (Purchaser or more such Affiliate, a “Subscription Entity”). If at any time beginning on the Closing Date and ending on the later of (A) the third anniversary of the Closing Date and (B) the date on which the Company redeems all of the outstanding Series B Preferred Stock and cancels the Company Warrant granted to the U.S. Treasury Department to purchase 1,099,542 shares of the Company’s Voting Common Shares Stock, for as long as Purchaser owns Securities representing one percent (1%) or more of the outstanding Common Stock ((x) counting for such purposes as shares of Common Stock owned by Purchaser and outstanding, all shares of Common Stock into which the Convertible Preferred Stock owned by Purchaser are convertible and (y) excluding all Common Shares into or for which the securities of Stock issued by the Company owned after the Closing Date other than as contemplated by this Agreement and the Investor and its Affiliates are directly or indirectly convertible or exercisableSecurities) (before giving effect to any issuances triggering the provisions of this Section) ifSection 4.9), the Company at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or Company Preferred Stock and restricted sharesstock), or any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share equity incentives to employees or directors pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s any employee share stock purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyplan, in each case in the ordinary course of providing incentive compensation; equity compensation awards and to the extent approved by the Board of Directors, (2) issuances for the purpose of consideration in acquisition transactions Previously Disclosed to Purchaser, (3) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is (iiiA) made to all holders of Common Stock and (B) results in an adjustment to the conversion price of the Convertible Preferred Stock, (4) issuances of shares of Common Stock issued upon conversion of, or other as a dividend on, the Convertible Preferred Stock, (5) issuances of shares of Common Stock issued upon conversion of, or as a dividend on, any convertible securities as full of the Company issued prior to the date hereof and (6) for consideration in connection with any bona fide, arm’s length direct or partial consideration for a merger, indirect merger or acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Subscription Entity shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to that the extent permitted by law and the Articles of Association, the Investor Subscription Entity may elect to receive such securities in nonvoting non-voting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company; provided that Purchaser shall not be entitled to acquire securities pursuant to this Section 4.9 if such acquisition would cause or would result in Purchaser and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any rules and regulations promulgated thereunder, 25% or more of any class of “voting securities” (as defined in the BHC Act and any rules or regulations promulgated thereunder) of the Company immediately prior to outstanding at such time (it being understood, for the avoidance of doubt, that no security shall be included in any such issuance of New Securities; providedpercentage calculation to the extent it cannot by its terms be converted into or exercisable for voting securities by the Subscription Entity or its Affiliates). Subject to the foregoing proviso, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Subscription Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by Purchaser plus the Focus Investornumber of shares of Common Stock represented by the Convertible Preferred Stock held by Purchaser on an as converted basis, as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by all then outstanding shares of Convertible Preferred Stock on an as converted basis, as of such date. For the avoidance of doubt, to the extent that the Company complies with its obligations pursuant to this Section 4.9 with respect to any securities that are convertible or exchangeable into (or exercisable for) Common Stock, the Subscription Entity shall not have an additional right to purchase pursuant to this Section 4.9 additional securities as a result of the issuance of New Securities upon the conversion, exchange or exercise of such New Securitiesearlier issued securities (whether or not Purchaser exercised its right to purchase such earlier issued securities).

Sale of New Securities. For so long as During the Focus one year period commencing from the Closing Date (the “Preemptive Rights Period”), the Investor shall have the right (or may appoint an Affiliate to exercise such right; provided that any such Affiliate agrees in writing to be bound by the terms of this Agreement (any such Affiliate shall be deemed to be included in the term “Investor”)) to exercise the preemptive rights set forth in this Section 4.04 (the Investor or any such Affiliate who exercises such right, together with its Affiliatesan “Exercising Entity”). During the Preemptive Rights Period, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of if the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes from time to time consummates any nonpublic public or non-public offering or sale of any equity security (including Common Shares, preferred shares or restricted shares)Stock, or any securities, options or debt that is are convertible or exchangeable into equity Common Stock (including any hybrid security), at a price per share of Common Stock of less than $3.25 (or that includes an equity component (such if the conversion, exercise or exchange price per share of Common Stock is less than $3.25), as an “equity kicker”) appropriately adjusted in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Common Stock (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share compensatory stock options or other share incentives equity-based awards pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered rights to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyacquire Common Stock, in each case in the ordinary course of providing incentive compensation; equity compensation awards, or pursuant to the Company’s 401(k) plan, (ii) issuances for the purposes of consideration in acquisition transactions, (iii) issuances of shares of Common Stock issued upon conversion of, or other as a dividend on, any convertible or exchangeable securities as full of the Company issued either (A) pursuant to the transactions contemplated hereby or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction(B) prior to the Signing Date), then(iv) issuances of debt that include an equity component (such as an “equity kicker”), to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law (v) distributions or by obligations issuances pursuant to any listing agreement with any securities exchange or any securities exchange regulationrights plan adopted by the Company, and (vi) the rights offerings and other issuances contemplated by the Transaction Outline (collectively, “Permitted Transactions”)), the Focus Investor Exercising Entity shall be afforded the opportunity to acquire from the Company a portion of such New Securities for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered sold to others, up to the amount of New Securities specified in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferablefollowing sentence. The amount of New Securities that the Focus Investor Exercising Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestor on a fully-diluted basis (i.e., assuming conversion, exercise or exchange of all securities or other interests convertible into, exercisable for or exchangeable for shares of Common Stock), as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior to the issuance on a fully-diluted basis (i.e., assuming conversion, exercise or exchange of all securities or other interests convertible into, exercisable for or exchangeable for shares of Common Stock), as of such New Securitiesdate.

Sale of New Securities. For Subject to applicable laws and stock exchange regulations, for so long as the Focus Investor, together with its Affiliates, owns 10% or more of all aggregate Ownership Percentage of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor Holder and its Affiliates are directly or indirectly convertible or exercisableis at least ten percent (10%) (before giving effect to any issuances triggering provisions of this Section) if), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, Effective Time the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereofEffective Time; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock options or other stock incentives pursuant to the Company’s employee stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, equity swap agreement with the Company’s Network Partner Firms, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Holder shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor Holder shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New SecuritiesHolder’s Ownership Percentage.

Sale of New Securities. For so long as Until the Focus Investor, together with its Affiliates, owns 10% or more earlier of all (x) the first-year anniversary of the outstanding First Closing or (y) such date as such Purchaser sells or otherwise disposes of more than 50% of the Common Shares acquired by it in the Equity Investment (counting as adjusted from time to time for such purposes all Common Shares into any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or for which other like changes in the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifCompany’s capitalization), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes proposes to make any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into or exercisable for equity or that includes an equity component (such as as, an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than the issuance and sale of securities (i) any Common Shares or other securities issuable upon in connection with the exercise or conversion of any securities of Rights Offering and the Company issued or agreed to be issued as of the date hereofSecond Closing; (ii) to employees, officers, directors or consultants of the Company pursuant to the granting employee benefit plans or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans compensatory arrangements approved by the Board of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or the issuance of shares arrangements); (iii) as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction; or (iv) securities issued pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or Troubled Assets Relief Program (iii“TARP”) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor similar United States Government program) such Purchaser shall first be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Articles of AssociationIncorporation and By-Laws of the Company, the Investor such Purchaser may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of such New Securities to be offered in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor a Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, such Purchaser and its Affiliates (assuming full conversion or exercise of any securities convertible into or exercisable for Common Stock) and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior preceding any offering of New Securities. Notwithstanding anything herein to the issuance contrary, in no event shall a Purchaser have the right to purchase securities hereunder to the extent that such purchase would result in such Purchaser exceeding the ownership limitations of such New Securitiesthe Purchasers set forth in Section 3.9.

Sale of New Securities. For so long as the Focus Investor, together with its his Affiliates, owns 105% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes all shares of Common Shares Stock into or for which the any securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisableexercisable and, for the avoidance of doubt, including as shares owned and outstanding all Common Shares issued by the Company after the Closing) (before giving effect to any issuances triggering provisions of this Section) ), if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof, including the Public Offering; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, ) at a price per share for such New Security (or conversion or exchange price per share) that is less than 95% of the Market Price on the last trading day preceding the date of the agreement with respect to the extent not prohibitedissuance of such New Securities, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, then the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it him to maintain its interest in the Purchased Shares his proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferabletransferrable except to Affiliates of the Investor. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior to Stock then outstanding. For the issuance purposes of this Section 4.10, the “Market Price” of the Common Stock (or other relevant capital stock or equity interest) on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock (or other relevant capital stock or equity interest) on NASDAQ on such New Securitiesdate. If the Common Stock (or other relevant capital stock or equity interest) is not traded on NASDAQ on any date of determination, the closing price of the Common Stock (or other relevant capital stock or equity interest) on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock or equity interest) is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock or equity interest) is so listed or quoted, or if the Common Stock (or other relevant capital stock or equity interest) is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock (or other relevant capital stock or equity interest) in the over-the-counter market as reported by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock (or other relevant capital stock or equity interest) on that date as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose.

Sale of New Securities. For so As long as an Anchor Investor owns Securities representing the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions this Section 4.10), subject to Section 4.1(a), such Anchor Investor shall have the right to, or if such Anchor Investor shall at any time and from time to time appoint a non-stockholder Affiliate of such Anchor Investor that agrees in writing for the benefit of the Company to be bound by the terms of this Section) ifAgreement (any such Affiliate shall be included in the term “Anchor Investor”), then such Affiliate shall have the right to, exercise the gross-up rights set forth in this Section 4.10 (such Anchor Investor or such Affiliate, a “Gross-Up Entity”). If at any time after the date hereof and on or before the fifth anniversary of the date hereofClosing, the Company at any time or from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or Company Preferred Stock and restricted sharesstock), or any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity kicker”) (including any hybrid security) (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives to employees or directors pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock to employees pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyplan, in each case in the ordinary course of providing incentive compensation; equity compensation awards and to the extent approved by the Board of Directors, (2) issuances for the purpose of consideration in acquisition transactions Previously Disclosed to the Anchor Investors, (3) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or reorganization or similar event, but solely to the extent such issuance is (iiiA) made to all holders of Common Stock and (B) results in an adjustment to the number of shares subject to, and the exercise price of, the Warrants, and (4) issuances of shares of Common Stock issued upon conversion of, or other as a dividend on, any convertible securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactionof the Company issued prior to the date of this Agreement), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Gross-Up Entity shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law Law and the Company’s Articles of AssociationIncorporation and by-laws, the Investor Gross-Up Entity may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferableCompany. The amount of New Securities that the Focus Investor Gross-Up Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by such Anchor Investor plus the Focus Investornumber of shares of Common Stock represented by the Warrants held by such Anchor Investor on an as-exercised basis as of such date, and the denominator of which is the total number of shares of Common Shares Stock then outstanding immediately prior to plus the issuance number of shares of Common Stock represented by all of the Warrants then outstanding on an as-exercised basis as of such New Securitiesdate.

Sale of New Securities. For so long as During the Focus one year period commencing from the Closing Date (the “Preemptive Rights Period”), the Investor shall have the right (or may appoint an Affiliate to exercise such right; provided that any such Affiliate agrees in writing to be bound by the terms of this Agreement (any such Affiliate shall be deemed to be included in the term “Investor”)) to exercise the preemptive rights set forth in this Section 4.04 (the Investor or any such Affiliate who exercises such right, together with its Affiliatesan “Exercising Entity”). During the Preemptive Rights Period, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of if the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes from time to time consummates any nonpublic public or non-public offering or sale of any equity security (including Common Shares, preferred shares or restricted shares)Stock, or any securities, options or debt that is are convertible or exchangeable into equity Common Stock (including any hybrid security), at a price per share of Common Stock of less than $3.25 (or that includes an equity component (such if the conversion, exercise or exchange price per share of Common Stock is less than $3.25), as an “equity kicker”) appropriately adjusted in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Common Stock (any such security, security a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share compensatory stock options or other share incentives equity-based awards pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors plan, or similar plan where shares are being issued or offered rights to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyacquire Common Stock, in each case in the ordinary course of providing incentive compensation; equity compensation awards, or pursuant to the Company’s 401(k) plan, (ii) issuances for the purposes of consideration in acquisition transactions, (iii) issuances of shares of Common Stock issued upon conversion of, or other as a dividend on, any convertible or exchangeable securities as full of the Company issued either (A) pursuant to the transactions contemplated hereby or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction(B) prior to the Signing Date), then(iv) issuances of debt that include an equity component (such as an “equity kicker”), to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law (v) distributions or by obligations issuances pursuant to any listing agreement with any securities exchange or any securities exchange regulationrights plan adopted by the Company, and (vi) the rights offerings and other issuances contemplated by the Transaction Outline (collectively, “Permitted Transactions”)), the Focus Investor Exercising Entity shall be afforded the opportunity to acquire from the Company a portion of such New Securities for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered sold to others, up to the amount of New Securities specified in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferablefollowing sentence. The amount of New Securities that the Focus Investor Exercising Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestor on a fully-diluted basis (i.e., assuming conversion, exercise or exchange of all securities or other interests convertible into, exercisable for or exchangeable for shares of Common Stock), as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior to the issuance on a fully-diluted basis (i.e., assuming conversion, exercise or exchange of all securities or other interests convertible into, exercisable for or exchangeable for shares of Common Stock), as of such New Securitiesdate.

Sale of New Securities. For After the Closing, for so long as the Focus Investor, together with its Affiliates, collectively owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) at least a Qualifying Interest (before giving effect to any issuances triggering provisions of this Section) ), if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof, including the Warrant and the Series A Preferred Stock; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction; (iv) any capital stock issued or issuable (x) in connection with any expedited issuance of new securities undertaken at the written direction of the applicable regulator of the Company or any insured depository institution subsidiary of the Company, or (y) in connection with the issuance of any new securities issued pursuant to the Troubled Asset Relief Program or any similar United States Government program; or (v) issuances of Common Stock, Series A Preferred Stock and warrants in the Other Private Placements or in the Rights Offering), then, to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles Company Charter and the bylaws of Associationthe Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it the Investor to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestor plus the number of shares of Common Stock represented by the Series A Preferred Stock and the Warrant held by the Investor on an as-converted and as-exercised basis as of such date, and the denominator of which is the number of shares of Common Shares Stock then outstanding immediately prior plus the number of shares of Common Stock represented by the Series A Preferred Stock then outstanding plus the number of shares of Common Stock represented by the Warrant held by the Investor on an as-converted basis on such date (after giving effect to the issuance of such New Securitiesany applicable adjustment thereunder).

Sale of New Securities. For so long as the Focus Investor, together with its AffiliatesAffiliates and, for purposes of this Section 5.14, persons who share a common discretionary investment advisor with such Investor, owns 102.9% or more of all of the outstanding shares of Common Shares Stock (counting for provided that, in making such purposes calculation, all shares of Common Shares Stock into or for which the shares of any securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the exercise of the Warrants, shall be included in both the numerator and denominator, and all Common Shares issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such Common Shares in accordance with Section 5.14 shall be excluded from the denominator) (before giving effect to any issuances triggering provisions of this Section) ifSection 5.14), if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then(iv) issuance of Common Stock upon exercise of warrants outstanding as of the date hereof; or (v) in connection with the Rights Offering), to then the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock then held by the Focus InvestorInvestor (counting for such purposes all shares of Common Stock into or for which any securities owned by the Investor are directly or indirectly convertible or exercisable), if any, and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent such purchase would result in such Investor, together with any other person whose Company securities would be aggregated with the Investor’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such New Securitiessecurities by the Investor) would represent more than the ownership limitation set forth in Section 5.2(a).

Sale of New Securities. For so long as the Focus Investora Qualifying Purchaser, together with its Affiliates, owns 10% or more of all of satisfies the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifMinimum Ownership Interest, if at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares Series C Preferred Stock, Non-Voting Common Stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as as, an “"equity kicker”") (including any hybrid security) (any such security, a “"New Security”") (other than (i) any Common Shares Stock, Series C Preferred Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated (and disclosed to the Qualifying Purchaser in writing) to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options stock options, restricted stock or other share stock incentives pursuant to the Company’s share 's stock incentive plans approved by the Board board of Directors directors or the issuance of shares stock pursuant to the Company’s 's employee share stock purchase plan approved by the Board board of Directors directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction; or (iv) within one (1) year following completion of this offering, the issuance of Common Stock by the Company pursuant to a registered or unregistered offering to existing Company shareholders to purchase up to an aggregate of $10,000,000 in shares of Common Stock at the Purchase Price (the "Rights Offering"); provided, thenhowever, to that all Purchasers shall be prohibited from participating in the Rights Offering). To the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations that more than one Qualifying Purchaser exercise rights to acquire New Securities pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to this Section 4.17 greater than the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that proposed to be issued by the Focus Investor Company, the New Securities shall be entitled to purchase in allocated among the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is Qualifying Purchasers pro rata based on the number of Purchased Shares held acquired by such Qualifying Purchasers pursuant to this Agreement; provided that in no event shall any Qualifying Purchaser have the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior right to purchase New Securities hereunder to the issuance extent such purchase would result in such Qualifying Purchaser, together with any other person whose Company securities would be aggregated with such Qualifying Purchaser's Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such New Securitiessecurities by such Qualifying Purchaser) would represent more than 9.9% of the Voting Securities or more than 33.3% of the Company's total equity outstanding.

Sale of New Securities. For so long as Each member of the Focus InvestorStepStone Group shall have the right to purchase up to its pro rata share (based on its beneficial ownership of the Company, together with its Affiliates, owns 10% or more on a fully diluted basis) of all issuances of the outstanding Common Shares (counting equity or securities convertible to or exchangeable for such purposes all Common Shares into or for which the securities of equity in the Company owned by from the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect Closing Date to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of this Agreement (or until the date hereofthird anniversary of this Agreement if the StepStone Group’s aggregate beneficial ownership of Common Stock represents less than ten million (10,000,000) shares of Common Stock), if at any time or from time after the Closing Date, the Company makes any nonpublic public or non-public offering or sale of any equity security securities (including Common Shares, Stock or preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity securities or that includes include an equity component (component, such as an “equity equity” kicker”, including any hybrid security) (any such security, a “New Security”) for cash (excluding the issuance or sale in the aggregate of up to 200,000 shares of Common Stock in any six month period through the standby equity distribution agreement with YA Global Master SPV Ltd., or any similar equity distribution arrangement executed prior to the day hereof and, for the avoidance of doubt, other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyequity awards, in each case in the ordinary course of providing incentive compensation; equity compensation awards or stock purchase plans or dividend reinvestment plans, or (iiiii) issuances for the purposes of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactionin acquisition transactions), then, to . Such member of the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor StepStone Group shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities New Securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest then proportionate Common Stock-equivalent interest, subject to the limitations on beneficial ownership set forth in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferableWaiver Agreement. The amount of New Securities that the Focus Investor StepStone Group shall be entitled to purchase in the aggregate aggregate, subject to the limitations on beneficial ownership set forth in the Waiver Agreement, shall be determined by multiplying (xA) the total number or principal amount of such offered shares of New Securities by (yB) a fraction, the numerator of which is the number of Purchased Shares held Common Stock beneficially owned by the Focus InvestorStepStone Group, and the denominator of which is the number of Common Shares Stock then outstanding immediately prior to the issuance on an as-converted basis assuming conversion of such New Securitiesall outstanding Series D Stock.

Sale of New Securities. For so long as the Focus Investor, together with its Affiliates, Investor owns 10securities representing 4.9% or more of all of the outstanding shares of Common Shares Stock (counting for such purposes excluding as shares outstanding all Common Shares into or for which the securities of issued by the Company owned by after the First Closing Date, other than the shares issued to Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) ifon the Second Closing Date), at any time after the date hereof and on or before the fifth anniversary of the date hereof, that the Company makes any public or nonpublic offering or sale of any equity security (including Common SharesStock, preferred shares stock or restricted sharesstock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or , (iii2) issuances of shares or other securities capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactiontransaction or (3) issuances of shares of Common Stock upon exercise of the warrant issued to the U.S. Department of the Treasury on December 12, 2008 or other convertible securities in accordance with the terms thereof as of the date hereof), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of AssociationIncorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities (including those New Securities to be purchased by the Investor) by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus InvestorInvestor as of such date, and the denominator of which is the number of shares of Common Shares outstanding immediately prior Stock then outstanding. Notwithstanding anything herein to the issuance of contrary, in no event shall the Investor have the right to purchase securities hereunder to the extent such New Securitiespurchase would result in Investor exceeding the ownership limitation set forth in Section 4.1(1).

Sale of New Securities. For so As long as the Focus Investor, together with its Affiliates, Investor owns 10% or more of all of Securities representing the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) Qualifying Ownership Interest (before giving effect to any issuances triggering provisions this Section), the Investor shall have the right, or shall at any time and from time to time to appoint a non-stockholder Affiliate of the Investor that agrees in writing for the benefit of the Company to be bound by the terms of this Agreement (any such Affiliate shall be included in the term “Investor”), to exercise the gross-up rights set forth in this Section 4.3 (the Investor or such Affiliate, a “Gross-Up Entity”). As long as the Investor owns Securities representing the Qualifying Ownership Interest (before giving effect to any issuances triggering this Section) if), if at any time after the date hereof and on or before the fifth anniversary of the date hereofClosing, the Company at any time or from time to time makes any nonpublic public or non-public offering or sale of any equity security (including Common SharesStock, preferred shares or stock and restricted sharesstock), or of any securities, options or debt that is are convertible or exchangeable into equity or that includes include an equity component (such as an “equity equity” kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii1) pursuant to the granting or exercise of employee share stock options or other share stock incentives pursuant to the Company’s share stock incentive plans approved by the Board of Directors or the issuance of shares stock pursuant to the Company’s employee share stock purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Companyplan, in each case in the ordinary course of providing incentive compensation; equity compensation awards, or (iii2) issuances for the purposes of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transactionin acquisition transactions), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor Gross-Up Entity shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles Company’s certificate of Associationincorporation and by-laws), the Investor Gross-Up Entity may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common ShareStock-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferableCompany. The amount of New Securities that the Focus Investor Gross-Up Entity shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered shares of New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares shares of Common Stock held by the Focus Investor, and the denominator of which is the number of shares of Common Shares outstanding immediately prior to the issuance of such New SecuritiesStock then outstanding.