Common use of Volume Limitations Clause in Contracts

Volume Limitations. During the period commencing on the date the volume limitations of Rule 144(e) are no longer applicable to the Conversion Shares through and including the second anniversary of the date hereof (the "Contractual Restriction Period"), the number of Conversion Shares which each Preferred Share Holder or any Affiliate of a Preferred Share Holder who receives or acquires Conversion Shares (the "Conversion Share Holder") shall be entitled to sell during any three-month period shall not exceed the greater of (i) one percent of the shares of FBC Common Stock outstanding as shown by the most recent report or statement published by FBC or (ii) the average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date of such sale; provided, however, that if, prior to the commencement of the Contractual Restriction Period, a Conversion Share Holder does not sell the maximum number of Conversion Shares permitted during such period by Rule 144(e), then, notwithstanding the restrictions contained in this Section 9.3, such Conversion Share Holder may sell pursuant to Rule 144(k) (to the extent legally available) the number of Conversion Shares equal to the Rule 144(e) Shortfall Amount in addition to the amounts saleable pursuant to (i) and (ii) above. For purposes of this Agreement, the "Rule 144(e) Shortfall Amount" means the excess of the Rule 144(e) Amount over the number of Conversion Shares sold by such Conversion Share Holder pursuant to Rule 144 after the date hereof and prior to the commencement of the Contractual Restriction Period; and "Rule 144(e) Amount" means the maximum number of shares of FBC Common Stock such Conversion Share Holder was entitled to sell between the date hereof and the commencement of the Contractual Restriction Period pursuant to Rule 144 in compliance with the volume limitations of Rule 144(e). For purposes of determining the amount of shares of FBC Common Stock which may be sold on a particular date, the parties hereto shall rely on Rule 144(e)(3) and the interpretations of Rule 144 by the Securities and Exchange Commission. Each Preferred Share Holder acknowledges that the foregoing volume limitations are a material inducement for FBC and SIBG to enter into this Agreement and consummate the transactions contemplated by this Agreement.

Volume Limitations. During the period commencing on the date the volume limitations of Rule 144(e) are no longer Subject to any restrictions under applicable to the Conversion Shares through and including the second anniversary of the date hereof (the "Contractual Restriction Period")law, the Covered Persons may Transfer an aggregate number of Conversion Shares which each Preferred Share Holder or any Affiliate shares of a Preferred Share Holder who receives or acquires Conversion Shares (the "Conversion Share Holder") shall be entitled to sell Common Stock during any three-month period shall that does not exceed the greater amount specified in Rule 144(e) (1) promulgated under the Securities Act (the “Aggregate Volume Limitation”), regardless of whether the Covered Persons would otherwise be subject to such rule. In furtherance of the foregoing, subject to any restrictions under applicable law: (a) The Stockholder may Transfer an aggregate number of shares of Common Stock during any three-month period that does not exceed the quotient of (i) one percent the Percentage Interest on the first day of the shares of FBC Common Stock outstanding as shown by the most recent report or statement published by FBC or such three-month period and (ii) the average weekly reported volume Aggregate Volume Limitation for such three-month period (the “Individual Volume Limitation”). (b) If at any time the Stockholder wishes to Transfer an aggregate number of trading in such securities on all national securities exchanges and/or reported through shares of Common Stock during any three-month period that exceeds the automated quotation system of a registered securities association during Individual Volume Limitation: (i) The Stockholder shall deliver written notice (the four calendar weeks preceding the date of such sale; provided, however, that if, prior “Notice”) to the commencement Company and each other Covered Stockholder specifying the number of shares of Common Stock the Stockholder wishes to Transfer during such three-month period. (ii) Within five Trading Days following receipt of the Contractual Restriction PeriodNotice, a Conversion Share Holder does not sell each other Covered Stockholder shall deliver written notice to the maximum Company and each other Covered Stockholder (including the Stockholder) specifying the number of Conversion Shares permitted shares of Common Stock such Covered Stockholder may wish to Transfer during such period three-month period. If the other Covered Stockholder fails to deliver such notice, it shall be deemed to deliver a notice with respect to all of its shares of Common Stock. (iii) If the Covered Stockholders wish to Transfer a number of shares of Common Stock that in the aggregate do not exceed the Aggregate Volume Limitation during such three-month period, then the Stockholder may Transfer the number of shares of Common Stock covered by Rule 144(e)the Notice during such period. (iv) If the Covered Stockholders wish to Transfer a number of shares of Common Stock that in the aggregate exceeds the Aggregate Volume Limitation during such three-month period, then, notwithstanding then the restrictions contained in this Section 9.3, such Conversion Share Holder Stockholder may sell pursuant to Rule 144(k) (Transfer up to the extent legally availablenumber of shares of Common Stock equal to the lesser of (A) the number of Conversion Shares equal to shares of Common Stock covered by the Rule 144(e) Shortfall Amount in addition to the amounts saleable pursuant to (i) Notice, and (iiB) above. For purposes the Individual Volume Limitation. (c) The provisions of this Agreement, the "Rule 144(e) Shortfall Amount" means the excess of the Rule 144(e) Amount over the number of Conversion Shares sold by such Conversion Share Holder pursuant to Rule 144 after the date hereof and prior to the commencement of the Contractual Restriction Period; and "Rule 144(e) Amount" means the maximum number of shares of FBC Common Stock such Conversion Share Holder was entitled to sell between the date hereof and the commencement of the Contractual Restriction Period pursuant to Rule 144 in compliance with the volume limitations of Rule 144(e). For purposes of determining the amount of shares of FBC Common Stock which may be sold Section 2 shall apply on a particular date, the parties hereto shall rely on Rule 144(e)(3) and the interpretations of Rule 144 by the Securities and Exchange Commission. Each Preferred Share Holder acknowledges that the foregoing volume limitations are a material inducement for FBC and SIBG to enter into this Agreement and consummate the transactions contemplated by this Agreementrolling basis during successive three-month periods.

Volume Limitations. During (i) Until the fourth Anniversary Date, after the Shares are transferrable pursuant to an effective Registration Statement or otherwise not subject to volume limitations imposed by the 1933 Act, the Management Trust may only sell up to 25% of the shares of Restricted Stock (as defined in the Purchase Agreement) received by the Management Trust (excluding any shares of Restricted Stock then held pursuant to the Indemnity Escrow Agreement) during any twelve-month period commencing ending on an Anniversary Date. (ii) The number of Shares that may be sold by the Management Trust will be increased (subject to any federal or state securities laws) if the Insider Shareholders (defined as Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx) sell, a weighted average based on holdings of each such Insider Shareholder on the date hereof or such Anniversary Date as appropriate, during the volume limitations applicable twelve-month period ending on an Anniversary Date more than 25% of Rule 144(ethe Company shares (excluding shares acquired pursuant to any Company incentive compensation program) are no longer applicable to the Conversion Shares through and including the second anniversary that they own as of the date hereof or the immediately preceding Anniversary Date, as applicable (the "Contractual Restriction Period"“Threshold Insider Sale Amount”). If sales by the Insider Shareholders during any twelve-month period ending on an Anniversary Date exceed the Threshold Insider Sale Amount, then the Management Trust may sell, during the next applicable twelve-month period ending on the subsequent Anniversary Date only, a number of additional Shares not to exceed the absolute percentage of total shares sold by the Insider Shareholders in excess of 25%. Any increase in the number of Conversion Shares which each Preferred Share Holder or any Affiliate eligible for sale by the Management Trust pursuant to this subsection shall not increase the number of a Preferred Share Holder who receives or acquires Conversion Shares (subject to the "Conversion Share Holder") shall be entitled Put Obligation. If the Management Trust elects to sell Shares that become transferrable pursuant to this subsection, the Management Trust must give the Company ten Business Days’ notice, and the Company may elect to redeem such Shares within five Business Days at the then market price. (iii) Notwithstanding anything to the contrary in this Agreement, Section 3(a)(i) of this Agreement shall not be applicable to any Shares held by a Management Trust that were eligible to be sold under Section 3(a)(i) during any threethe twelve-month period shall ending on any prior Anniversary Date but were not exceed the greater of (i) one percent of the shares of FBC Common Stock outstanding as shown by the most recent report or statement published by FBC or (ii) the average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date of such sale; provided, however, that if, prior to the commencement of the Contractual Restriction Period, a Conversion Share Holder does not sell the maximum number of Conversion Shares permitted during such period by Rule 144(e), then, notwithstanding the restrictions contained in this Section 9.3, such Conversion Share Holder may sell pursuant to Rule 144(k) (to the extent legally available) the number of Conversion Shares equal to the Rule 144(e) Shortfall Amount in addition to the amounts saleable pursuant to (i) and (ii) above. For purposes of this Agreement, the "Rule 144(e) Shortfall Amount" means the excess of the Rule 144(e) Amount over the number of Conversion Shares sold by such Conversion Share Holder pursuant to Rule 144 after the date hereof and prior to the commencement of the Contractual Restriction Period; and "Rule 144(e) Amount" means the maximum number of shares of FBC Common Stock such Conversion Share Holder was entitled to sell between the date hereof and the commencement of the Contractual Restriction Period pursuant to Rule 144 in compliance with the volume limitations of Rule 144(e). For purposes of determining the amount of shares of FBC Common Stock which may be sold on a particular date, the parties hereto shall rely on Rule 144(e)(3) and the interpretations of Rule 144 by the Securities and Exchange Commission. Each Preferred Share Holder acknowledges that the foregoing volume limitations are a material inducement for FBC and SIBG to enter into this Agreement and consummate the transactions contemplated by this AgreementManagement Trust.