REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FB FINANCIAL CORPORATION AND JAMES W. AYERS DATED AS OF September 15, 2016
Exhibit 4.1
BY AND BETWEEN
FB FINANCIAL CORPORATION
AND
▇▇▇▇▇ ▇. ▇▇▇▇▇
DATED AS OF September 15, 2016
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DEMAND REGISTRATIONS. |
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1.1 |
Requests for Registration |
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1.2 |
Demand Notice |
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1.3 |
Demand Registration Expenses |
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1.4 |
Short-Form Registrations |
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1.5 |
Priority on Demand Registrations |
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1.6 |
Restrictions on Demand Registrations |
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1.7 |
Selection of Underwriters |
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1.8 |
Other Registration Rights |
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2. |
PIGGYBACK REGISTRATIONS. |
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2.1 |
Right to Piggyback |
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2.2 |
Piggyback Expenses |
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2.3 |
Priority on Primary Registrations |
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2.4 |
Priority on Secondary Registrations |
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3. |
REGISTRATION AND COORDINATION GENERALLY. |
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3.1 |
Registration Procedures |
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3.2 |
Registration Expenses |
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3.3 |
Participation in Underwritten Offerings |
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3.4 |
Company Holdback |
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3.5 |
Current Public Information |
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3.6 |
Shelf Take-Downs |
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4. |
INDEMNIFICATION |
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4.1 |
Indemnification by the Company |
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4.2 |
Indemnification by ▇▇▇▇▇ |
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4.3 |
Procedure |
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4.4 |
Entry of Judgment; Settlement |
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4.5 |
Contribution |
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4.6 |
Other Rights |
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5. |
DEFINITIONS. |
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6. |
MISCELLANEOUS. |
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6.1 |
No Inconsistent Agreements; Foreign Registration |
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6.2 |
Adjustments Affecting Registrable Securities |
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6.3 |
Remedies |
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6.4 |
Amendment and Waiver |
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6.5 |
Successors and Assigns; Transferees |
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6.6 |
Severability |
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6.7 |
Counterparts |
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6.8 |
Descriptive Headings |
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6.9 |
Notices |
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6.10 |
Delivery by Facsimile |
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6.11 |
Governing Law |
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6.12 |
Exercise of Rights and Remedies |
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This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made as of September 15, 2016 (the “Effective Time”) by and between FB Financial Corporation, a Tennessee corporation (the “Company”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”).
RECITALS
WHEREAS, as of the Effective Time, the Shareholder owns all of the outstanding shares of common stock, par value $1.00 per share (the “Common Stock”), of the Company;
WHEREAS, the Company is proposing to consummate an initial public offering of its Common Stock (the “Initial Public Offering”);
WHEREAS, as of the closing of the Initial Public Offering, the Company will have the authority to issue that number of shares of Common Stock as set forth in its registration statement on Form S-1; and
WHEREAS, the parties hereto desire for the Company to provide the registration rights set forth in this Agreement. Unless otherwise noted herein, capitalized terms used herein shall have the meanings set forth in Section 5.
AGREEMENT
NOW, THEREFORE, the parties to this Agreement hereby agree as follows:
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1.3 |
Demand Registration Expenses. The Company will pay all Registration Expenses in connection with any registration initiated as a Demand Registration, whether or not it has become effective. |
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1.7 |
Selection of Underwriters. ▇▇▇▇▇ shall have the right to select the underwriter or underwriters to administer the offering for a Demand Registration. |
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2.2 |
Piggyback Expenses. The Registration Expenses of ▇▇▇▇▇ will be paid by the Company in all Piggyback Registrations, whether or not any such registration becomes effective. |
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such registration: (a) first, the securities requested to be included therein by the applicable holders requesting registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of shares owned by each such holder, and (b) second, other such securities requested to be included in such registration. |
(a)prepare and (within sixty (60) days after the end of the period within which requests for inclusion in such registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by ▇▇▇▇▇ for any registration in which ▇▇▇▇▇ participates copies of all such documents proposed to be filed, which documents will be subject to review by such counsel);
(b)prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective (A) for at least ninety (90) days (subject to extension pursuant to Section 3.3(b)) or until ▇▇▇▇▇ has completed the distribution described in the registration statement relating to such distribution, whichever occurs first or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (B) in the case of a Shelf Registration, until the earlier of (I) the date on which all Registrable Securities have been sold under the Shelf Registration or otherwise no longer qualify as Registrable Securities, (II) when all such Registrable Securities can be sold in any ninety (90)-day period under Securities Act Rule 144, and (III) the latest date allowed by applicable law, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by ▇▇▇▇▇ thereof set forth in such registration statement;
(c)furnish to ▇▇▇▇▇ such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as ▇▇▇▇▇
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may reasonably request in order to facilitate the disposition of the Registrable Securities owned by ▇▇▇▇▇;
(d)use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as ▇▇▇▇▇ reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable ▇▇▇▇▇ to consummate the disposition in such jurisdictions of the Registrable Securities owned by ▇▇▇▇▇ (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in respect of doing business in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e)promptly notify ▇▇▇▇▇, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of ▇▇▇▇▇, the Company will prepare and furnish to ▇▇▇▇▇ a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the prospective purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;
(f)cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(g)provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h)enter into such customary agreements (including underwriting agreements in customary form) and perform the Company’s obligations thereunder and take all such other actions as ▇▇▇▇▇ or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (which might include effecting a stock split or a combination of shares);
(i)make available for inspection by ▇▇▇▇▇, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by ▇▇▇▇▇ or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by ▇▇▇▇▇, underwriter, attorney, accountant or agent in connection with such registration statement, and to cooperate and participate as reasonably requested by ▇▇▇▇▇ in road show presentations, in the preparation of the registration statement, each amendment and supplement thereto, the prospectus included therein, and other activities
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as ▇▇▇▇▇ may reasonably request in order to facilitate the disposition of the Registrable Securities owned by ▇▇▇▇▇;
(j)otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k)in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(l)obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement) addressed to ▇▇▇▇▇, signed by the Company’s independent public accountants in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as ▇▇▇▇▇ may reasonably request;
(m)provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature (in a form reasonably acceptable to ▇▇▇▇▇);
(n)cooperate with ▇▇▇▇▇ and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or ▇▇▇▇▇ may request;
(o)notify counsel for ▇▇▇▇▇ and the managing underwriter(s), immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the
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Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(p)use its reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus;
(q) if requested by the managing underwriter(s) or ▇▇▇▇▇, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) or ▇▇▇▇▇ reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by ▇▇▇▇▇ to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; and
(r)cooperate with ▇▇▇▇▇ and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.
The Company may require ▇▇▇▇▇ to furnish the Company such information relating to the sale or registration of such securities regarding ▇▇▇▇▇ and the distribution of ▇▇▇▇▇’ securities as the Company may from time to time reasonably request in writing.
(a)All expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be paid by the Company in respect of each Demand Registration and each Piggyback Registration, whether or not it has become effective, including that the Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed.
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(b)In connection with each Demand Registration and each Piggyback Registration, whether or not it has become effective, the Company will pay, and reimburse ▇▇▇▇▇ for the payment of, the reasonable fees and disbursements of one counsel selected by ▇▇▇▇▇, and such expenses shall be considered Registration Expenses hereunder.
(c)For the avoidance of doubt, any underwriting discount or commission with respect to the sale of any Registrable Securities shall be borne by ▇▇▇▇▇ and shall not be considered Registration Expenses.
(a)▇▇▇▇▇ may not participate in any registration hereunder which is underwritten unless ▇▇▇▇▇ (i) agrees to sell ▇▇▇▇▇’ securities on the basis provided in any underwriting arrangements approved by the Person entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that ▇▇▇▇▇ will not be required to sell more than the number of Registrable Securities that ▇▇▇▇▇ has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
(b)▇▇▇▇▇ agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(e) above, ▇▇▇▇▇ will forthwith discontinue the disposition of his Registrable Securities pursuant to the registration statement until the ▇▇▇▇▇’ receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 3.1(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 3.1(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when ▇▇▇▇▇ shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(e).
(a)The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during (a) with respect to any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (b) upon notice from ▇▇▇▇▇ that ▇▇▇▇▇ intends to effect an underwritten distribution of Registrable Securities pursuant to a Shelf Registration, the seven (7) days prior to and the ninety (90)-day period beginning on the date of the commencement of such distribution, in each case except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8, and in each case unless the managing underwriter(s) otherwise agrees.
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(b)▇▇▇▇▇ agrees, if requested by the Company and the managing underwriter of Registrable Securities in connection with any underwritten public offering of the Company and if the Company’s executive officers and directors so agree, not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any equity securities of the Company (or any other security the value of which is derived by reference to the equity securities of the Company) held by ▇▇▇▇▇ for ninety (90) days following the effective date of the relevant registration statement in connection with any public offering of Registrable Securities, as such underwriter shall specify reasonably and in good faith. ▇▇▇▇▇ agrees, if requested by the Company and the managing underwriter, to execute a separate letter reflecting the agreement set forth in this Section 3.4(b).
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claims, damages, liabilities, joint or several, to which such holder or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, together with any documents incorporated therein by reference or, (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse ▇▇▇▇▇ and each of his Indemnitees for any legal or any other expenses, including any amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by ▇▇▇▇▇ expressly for use therein. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of ▇▇▇▇▇. |
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expenses including any amounts paid in any settlement effected with the consent of ▇▇▇▇▇, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be limited to the net amount of proceeds received by ▇▇▇▇▇ from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by ▇▇▇▇▇ in respect of such untrue statement, alleged untrue statement, omission or alleged omission. |
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appropriate to reflect the relative benefits referred to in clause (a) above but also the relative fault of the Company on the one hand and ▇▇▇▇▇ and any other sellers participating in the registration statement on the other hand in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and ▇▇▇▇▇ and any other sellers participating in the registration statement on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to ▇▇▇▇▇ and any other sellers participating in the registration statement. The relative fault of the Company on the one hand and ▇▇▇▇▇ and any other sellers participating in the registration statement on the other hand shall be determined by reference to, among other things, whether the untrue or alleged statement or omission to state a material fact relates to information supplied by the Company or by ▇▇▇▇▇ or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. |
The Company and ▇▇▇▇▇ agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4, ▇▇▇▇▇ shall not be required to contribute any amount in excess of the net proceeds received by ▇▇▇▇▇ covered by the registration statement filed pursuant hereto, less any other amounts paid by ▇▇▇▇▇ in respect of such untrue statement, alleged untrue statement, omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
“Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.
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“Board” shall mean the Board of Directors of the Company.
“Demand Registrations” shall mean Long-Form Registrations and Short-Form Registrations requested pursuant to Section 1.1.
“Discriminate” shall mean, with respect to a specified Person, to change the rights of such specified Person as compared to other applicable Persons in a manner that is, or is reasonably expected to be, materially and adversely different than the changes to the rights of the other applicable Persons.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force.
“Initial Public Offering” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).
“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
“Public Offering” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.
“Registrable Securities” shall mean (a) any share of Common Stock owned by ▇▇▇▇▇ as of the Effective Time or thereafter acquired (other than through the exercise of options), and (b) any common equity securities issued or issuable directly or indirectly with respect to any of the foregoing securities referred to in clause (a) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Registrable Securities, such shares will cease to be Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Securities Act Rule 144 or sold in a block sale to a financial institution in the ordinary course of its trading business, in each case in compliance with this Agreement. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.
“Related Transfer” means any Transfer by ▇▇▇▇▇ or any Related Transferee of ▇▇▇▇▇ to any Related Transferee.
“Related Transferee” means with respect to ▇▇▇▇▇ or any Related Transferee of ▇▇▇▇▇, (a) a spouse, (b) any child or grandchild, (c) any parent or spouse of any child, grandchild or parent, (d) any trust created for the benefit of any of the foregoing or for the benefit of ▇▇▇▇▇ or any Related Transferee of ▇▇▇▇▇, (e) any court-appointed legal representative of the estate of ▇▇▇▇▇ or the estate of any Related Transferee of ▇▇▇▇▇, including, but not limited to, an administrator, personal representative, or executor, as established by letters testamentary, letters of
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administration, or other similar instrument issued by a court of competent jurisdiction or (f) any entity created for the benefit of ▇▇▇▇▇ or any Related Transferee of ▇▇▇▇▇ or one or more members of such Person’s family where all of the ownership interests of such entity are held directly or indirectly by or for the benefit of only such Person and such family members.
“Rule 144” shall mean Securities and Exchange Commission Rule 144 under the Securities Act, as Rule 144 may be amended from time to time, or any similar successor rule that may be issued by the Securities and Exchange Commission.
“Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, in each case as amended from time to time.
“Securities and Exchange Commission” includes any governmental body or agency succeeding to the functions thereof.
“Shelf Registration” shall mean the filing of a Short-Form Registration with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect).
“Stock” shall mean the capital stock of the Company. For clarification purposes, as of the Effective Time, the Common Stock constitutes all of the Company’s issued and outstanding capital stock.
“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Registrable Securities (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.
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stockholders of the Company immediately before such event become all the stockholders of Holdco, then in each instance the provisions of this Agreement will, in addition to applying to the Company, also apply to Holdco in the same manner as if Holdco were substituted for the Company throughout this Agreement. |
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6.6 |
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if |
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any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. |
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6.8 |
Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. |
If to the Company, to:
FB Financial Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
with a copy (which shall not constitute notice) to:
▇▇▇▇▇▇ & Bird LLP
One Atlantic Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
If to ▇▇▇▇▇, to:
▇▇▇▇▇ Asset Management
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, President
with a copy (which shall not constitute notice) to:
▇▇▇▇▇ Asset Management
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Financial Officer
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Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.
Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile on a business day, or if not delivered on a business day, on the first business day thereafter and (z) two (2) business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.
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Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Tennessee without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. |
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement on the day and year first above written.
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FB FINANCIAL CORPORATION |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
President and Chief Executive Officer |
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▇▇▇▇▇ ▇. ▇▇▇▇▇: |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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▇▇▇▇▇ ▇. ▇▇▇▇▇ |