Form of Amendment of Registration Rights Agreement
Exhibit 4.5
Form of Amendment of Registration Rights Agreement
This amendment (the “Amendment”), is effective as of July 16, 2014 and is entered into by and between FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings LLC), a Delaware corporation (the “Company”) and each Holder.
WHEREAS, the Company and the Holders entered into that certain Registration Rights Agreement (the “Original Agreement”) on August 13, 2010, November 12, 2010 or November 15, 2010, as applicable;
WHEREAS, the Company has obtained the consents of the Holders beneficially owning not less than fifty percent (50%) of the outstanding Registrable Interests in accordance with Section 9(a) of the Original Agreement; and
WHEREAS, the Company and each Holder wishes to amend the Original Agreement as contemplated below.
NOW, THEREFORE, the Company and each Holder hereby agrees as follows:
Section 2(a) of the Original Agreement is hereby amended by substituting “ninety (90)” for “forty five (45)” therein.
Section 2(b)(iv)(b) of the Original Agreement is hereby amended by substituting “ninety (90)” for “forty five (45)” therein.
Except as amended hereby, the Original Agreement shall continue to be and shall remain in full force and effect in accordance with its terms, and nothing in this Amendment shall be deemed to constitute a waiver of noncompliance by the Company or the Recipient with respect to any other term or provision of the Original Agreement. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Agreement. This Amendment may be executed in two counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first set forth above.
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| Name: Xxxxxxx Xxxx |
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| Title: Executive Chairman |
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| Print name of Holder | |
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