Prepared by MERRILL CORPORATION




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EXHIBIT 4.2  


 
  FIRST STERLING BANKS, INC.
  
    REGISTRATION RIGHTS AGREEMENT    
  



    REGISTRATION RIGHTS AGREEMENT, dated as of December 28, 2000, by and among H. Brewster Williamson, III and Billy D. Musselwhite
(collectively, the "Investors") and First Sterling Banks, Inc., a Georgia corporation (the "Company"). 


 
 

R E C I T A L S    
  


    WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of September 26, 2000, by and among the Investors and the Company
(the "Merger Agreement"), the Investors have agreed to acquire shares of Common Stock of the Company (the "Restricted Common Stock"); 



    WHEREAS,
the Company has agreed, as a condition precedent to the Investors' obligations under the Merger Agreement, to grant the Investors certain registration rights, as further
provided herein; and 


    WHEREAS,
the Company and the Investors desire to define the registration rights of the Investors on the terms and subject to the conditions herein set forth. 


    NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows: 



    1.  DEFINITIONS  


    As
used in this Agreement, the following terms have the respective meaning set forth below: 


    Common Stock:  shall mean the common stock, no par value per share, of the Company; 


    Exchange Act:  shall mean the Securities Exchange Act of 1934, as amended; 


    Holder:  shall mean any holder of Registrable Securities; 



    Initiating Holder:  shall mean any Holder or Holders of a majority of shares of the Registrable Securities; 


    Person:  shall mean an individual, partnership, joint-stock company, corporation, limited liability company, trust or
unincorporated organization, and a government or agency or political subdivision thereof or a judicial authority; 


    Register, registered and registration:  shall mean a registration effected by preparing and filing a registration
statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration
statement; 


    Registrable Securities:  shall mean (A) shares of the Restricted Common Stock and (B) any stock of the
Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, the shares referred to in clause (A) above; 


    Registration Expenses:  shall mean all expenses (exclusive of underwriting discounts and commissions and stock transfer
taxes) incurred by the Company in compliance with Sections 2(a) and (b) hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company); 


    SEC:  shall mean the Securities and Exchange Commission; 





 

    Securities Act:  shall mean the Securities Act of 1933, as amended; 



    Selling Expenses:  shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable
Securities and all fees and disbursements of counsel for each of the Holders, other than fees and expenses of one counsel for all of the Holders (which counsel shall be chosen by Williamson if
Williamson is a participant in the registration pursuant to Section 2 hereof); and 


    Williamson:  shall mean H. Brewster Williamson, III. 



    2.  REGISTRATION RIGHTS  


    (a) Requested Registration. 



     (i) Request for Registration. If the Company shall receive from an Initiating Holder a written request that the Company
effect any registration with respect to all or a part of the Registrable Securities, then, provided, that, the Registrable Securities held by the Initiating Holder have an anticipated aggregate public
offering price (net of any underwriters' discounts, concessions or commissions) of not less than $2,000,000, the Company will: 



    (A) promptly
give written notice of the proposed registration, qualification or compliance to all other Holders; and 


    (B) as
soon as practicable, use its reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the
Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within ten business days after written
notice from the Company is given under Section 2(a)(i)(A) above; provided, that, the Company shall not be obligated to effect, or take any action
to effect, any such registration pursuant to this Section 2(a): 



    (w) if
the Initiating Holder proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a
request made pursuant to Section 2(c) below; 


    (x) in
any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; 


    (y) during
the period starting with the date 45 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days
after the effective date of (1) a previous registration subject to this Section 2(a), (2) a previous registration pursuant to Section 2(b) hereof, provided that the
Registrable Securities requested to be included in such registration were not reduced pursuant to the provisions of Section 2(b)(ii) or (3) a previous registration subject to
Section 2(c) hereof; provided, that, the Company is actively employing in good faith all reasonable efforts to cause such registration statement
to become effective; or 


    (z) after
the Company has effected two such registrations upon requests received from the Initiating Holder pursuant to this Section 2(a), and such registrations
have been declared or ordered effective and the sales of such Registrable Securities shall have closed. 





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    (ii) Underwriting Requirements. If the Initiating Holder intends to distribute the Registrable Securities covered by its
request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to subsection 2(a) and the Company shall include such information in the written notice
referred in subsection 2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any
Holder or other holder of securities of the Company to include securities in such registration shall be conditioned upon such Holder's or holders' participation in such underwriting and the inclusion
of such Holder's or holders' securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder or holder) to the extent provided
herein. All Holders and other holders of securities of the Company proposing to distribute their securities through such underwriting shall (together with the Company as provided in
Section 2(e)(iv)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting. Notwithstanding any other provision of this
Section 2(a)(ii), if the underwriter advises the Initiating Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so
advise all Holders of Registrable Securities and other holders of registration rights which would otherwise be underwritten pursuant hereto, and the number of securities that may be included in the
underwriting on behalf of each Holder or other holder shall be allocated on a pro-rata basis among the selling stockholders according to the total number of securities held by each such
selling stockholder and entitled to inclusion therein on the basis of a registration rights agreement with the Company. For purposes of allocation of securities to be included in any offering, for any
selling stockholder which is a partnership or corporation, the partners, retired partners
and stockholders of such holder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence. To facilitate the allocation of
shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 




    (b) Company Registration. 



     (i) If
the Company shall determine to register any of its equity securities either for its own account or for the account of stockholders other than the Holders, other
than (1) a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan, (2) or a registration relating
solely to a SEC Rule 145 transaction, or (3) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would
be required to be included in a registration statement covering the sale of Registrable Securities, or (4) a registration in which the only Common Stock being registered is Common Stock
issuable upon conversion of debt securities which are also being registered, the Company will: 



    (A) promptly
give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify
such securities under the applicable blue sky or other state securities laws); and 


    (B) include
in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made by the Holders within 15 days after receipt of the written notice from the Company described in clause (A) above, except as
set forth in Section 2(b)(ii) below. Such written request may specify all or a part of the Holders' Registrable Securities. 




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    (ii) Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company's
capital stock, the Company shall not be required under this Section 2(b) to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as
agreed upon between the Company and the underwriters selected by it (or by other person entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole
discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such
offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which
the underwriters determine in their sole discretion will not jeopardize the success of the offering. Allocation of securities to be sold in any such offering shall be made on a pro-rata
basis among the selling stockholders according to the total number of securities held by each such selling stockholder and entitled to inclusion therein on the basis of a registration rights agreement
with the Company. For purposes of allocation of securities to be included in any offering, for any selling stockholder which is a partnership or corporation, the partners, retired partners and
stockholders of such holder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the benefit
of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence. To facilitate the allocation of
shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares. 




    (c) Form S-3. The Company shall use its best efforts to remain qualified for registration on
Form S-3 (or any successor form) for secondary sales. After the Company has qualified, and continues to be eligible, for the use of Form S-3 (or any successor
form), Holders shall have the right to request two registrations on Form S-3 (or any successor form) (such requests shall be in writing and shall state the number of shares of
Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders), subject only to the following: 



     (i) The
Company shall not be required to effect a registration pursuant to this Section 2(c) unless the Holder or Holders requesting registration propose to
dispose of shares of Registrable Securities having an anticipated aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $2,000,000. 


    (ii) The
Company shall not be required to effect a registration pursuant to this Section 2(c) during the period starting with the date 30 days prior to
the Company's good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of the most recent underwritten public offering of equity securities of the
Company for the account of the Company. 


    (iii) The
Company shall not be obligated to effect any registration pursuant to this Section 2(c) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and
except as may be required by the Securities Act or applicable rules or regulations thereunder. 


    (iv) The
Company shall not be required to effect a registration pursuant to this Section 2(c) if the Company has, within the 12 month period preceding the
date the request is made, already effected one registration on Form S-3 for the Holders pursuant to this Section 2(c). 




    The
Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(c) and shall include in such registration all or
such portion of the Registrable 


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Securities of any other Holders joining in such request as are specified in a written request received 15 days following delivery of the Company's written notice, provided that if the
registration is for an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best
efforts to effect as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes
of disposition. Registrations effected pursuant to this Section 2(c) shall not be counted as demands for registration effected pursuant to Section 2(a) hereof. 


    (d) Expenses of Registration. All Registration Expenses incurred in connection with any registration, qualification or
compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro-rata on the basis of
the number of their shares so registered. 


    (e) Registration Procedures. In the case of each registration effected by the Company pursuant to this Section 2,
the Company will keep the Holders, as applicable, advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will: 



     (i) keep
such registration effective for a period of 120 days or until the Holders, as applicable, have completed the distribution described in the registration
statement relating thereto, whichever first occurs; provided, however, that (A) such 120-day period shall be extended for a period of time equal to the period during which the
Holders, as applicable, refrain from selling any securities included in such registration in accordance with provisions in Section 2(i) hereof; and (B) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended until all
such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that
applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which
(y) includes any prospectus required by Section 10(a) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set
forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to
Section 12 or 15(d) of the Exchange Act in the registration statement; 


    (ii) furnish
such number of prospectuses and other documents incident thereto as each of the Holders, as applicable, from time to time may reasonably request; 


    (iii) notify
each Holder of Registrable Securities covered by such registration at any time when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; 


    (iv) in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the
managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; 


    (v) cause
all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are
then listed; 


    (vi) provide
a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each
case not later than the effective date of such registration; and 



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   (vii) furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters or, if
such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (1) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory
to a majority in interest of the Holders participating in such registration, addressed to the underwriters, if any, and to the Holders participating in such registration and (2) a letter, dated
as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an
underwritten public offering and reasonably satisfactory to a majority in interest of the Holders participating in such registration, addressed to the underwriters, if any, and if permitted by
applicable accounting standards. 




    (f)  Indemnification. 



     (i) To
the extent permitted by law, the Company will indemnify each of the Holders, as applicable, each of its officers, directors and partners, and each person
controlling each of the Holders, with respect to each registration which has been effected pursuant to this Section 2, and each underwriter, if any, and
each person who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation
by the Company of the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with
any such registration, qualification or compliance, and will reimburse each of the Holders, each of its officers, directors and partners, and each person controlling each of the Holders, each such
underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage,
liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by the Holders or underwriter and stated to be specifically for use within such prospectus, offering circular or other
document (including any related registration statement). 


    (ii) To
the extent permitted by law, each of the Holders will, if Registrable Securities held by the Holders are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter, each other selling stockholder and each of their officers, directors, and partners, and each person controlling such
other selling stockholder against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering circular or other document made by such Holder, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements by such Holder therein not misleading, or any violation by a Holder of the Securities Act or Exchange Act or any rule or regulation
thereunder applicable to the Holder and relating to any action or inaction required by the Holder in connection with any such registration qualification or compliance and will reimburse the Company
and such other selling stockholders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or
defending any 



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such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in
such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be
specifically for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold as
contemplated herein. 


    (iii) Each
party entitled to indemnification under this Section 2(f) (the "Indemnified Party") shall give notice to the party required to provide indemnification
(the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at
the Indemnified Party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such
action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this Section 2(f) unless, and only to the extent that, the Indemnifying Party is prejudiced thereby. No Indemnifying
Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such
claim and litigation resulting therefrom. 


    (iv) If
the indemnification provided for in this Section 2(f) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect
to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a
material fact or the omission (or alleged omission) to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. 


    (v) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in
connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling. 


    (vi) The
foregoing indemnity agreement of the Company and Holders is subject to the condition that, insofar as they relate to any loss, claim, liability or damage made
in a preliminary prospectus, but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus
filed with 



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the SEC pursuant to SEC Rule 424(b) (the "Final Prospectus"), such indemnity or contribution agreement shall not inure to the benefit of any underwriter or Holder if a copy of the Final
Prospectus
was furnished to the underwriter and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. 




    (g) Information by the Holders. 



     (i) It
shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities
of any selling Holder that such Holder holding securities included in any registration shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder
as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 2. 



    (ii) In
the event that, either immediately prior to or subsequent to the effectiveness of any registration statement, any Holder shall distribute Registrable Securities
to its partners, such Holder shall so advise the Company and provide such information as shall be necessary to permit an amendment to such registration statement to provide information with respect to
such partners, as selling stockholders. Promptly following receipt of such information, the Company shall file an appropriate amendment to such registration statement reflecting the information so
provided. 




    (h) Rule 144 Reporting. 


    With
a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of restricted securities to the public without registration, the
Company agrees to use its best efforts: 



     (i) to
make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act, or any successor rule
("Rule 144"), at all times from and after 90 days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities
to the general public; 


    (ii) to
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it
has become subject to such reporting requirements; and 


    (iii) so
long as the Holder owns any Registrable Securities, to furnish to the Holder upon request, a written statement by the Company as to its compliance with the
reporting requirements of Rule 144 (at any time from and after 90 days following the effective date of the first registration statement filed by the Company for an offering of its
securities to the general public), and of the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so
filed as the Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing the Holder to sell any such securities without registration. 


     (i) Termination. The rights to require the Company to register shares under this Section 2 shall not be available
to any Holder (A) if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to
Rule 144 or (B) who owns beneficially (within the meaning of Rule 13d-3 under the Exchange Act) less than 1% of the Common Stock, if all of the Registrable Securities
then owned by such Holder are eligible for resale pursuant to Rule 144(k). 




    3.  MISCELLANEOUS  


    (a) Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which
such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 


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    (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia
applicable to contracts made and to be performed entirely within such State. 


    (c) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only
and shall not be deemed to constitute a part thereof. 



    (d) Notices.



     (i) All
communications under this Agreement shall be in writing and shall be delivered by hand or facsimile (followed by overnight courier or certified mail) or mailed
by overnight courier or by certified mail, postage prepaid: 



    (A) if
to the Company, to First Sterling Banks, Inc., 676 Chastain Road, Kennesaw, Georgia 30144, Attn: Edward C. Milligan, with a copy to Miller &
Martin LLP, 1275 Peachtree Street, N.E., Suite 700, Atlanta,
Georgia 30309 (facsimile: (404) 962-6300), Attn: T. Kennerly Carroll, Jr., Esquire, or at such other address as it may have furnished the Investors in writing; and 



    (B) if
to the Investors, to H. Brewster Williamson, III, 725 Belle Meade Road, Monroe Georgia 30655, or Billy D. Musselwhite, P. O.
Box 1757, Loganville, Georgia 30052, with a copy to Troutman Sanders LLP, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216 (facsimile
(404) 962-6658), Attn: Thomas O. Powell, Esquire or at such other address as it may have furnished to Company in writing. 




    (ii) Any
notice so addressed shall be deemed to be given upon delivery and shall in any event be deemed received and effective: if delivered by hand, on the date of
such delivery; if mailed by overnight courier, on the first business day following the business date on which deposit is made for delivery; if by facsimile, on the business day of transmission (or, if
not a business day, the next business day) provided a copy is sent by mail on the same day; and if mailed by certified mail, on the third business day after the date of such mailing. 




    (e) Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, any
consents, waivers and modifications which may hereafter be executed may be reproduced by the parties by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar
process and the parties may destroy any original document so reproduced. The parties hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by the parties in the regular course of business) and that any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. 


    (f)  Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. 


    (g) Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto
and supersedes all prior and contemporaneous agreements or understandings among such parties. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived,
only by a written instrument executed by the Company and the Holders of a majority of the Registrable Securities then outstanding. 


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    (h) Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any
court or administrative body of competent jurisdiction, such determination shall not effect the remaining provisions of this Agreement which shall remain in full force and effect. 



    (i)  Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
and all of which together shall be considered one and the same agreement. 


    (j)  Specific Performance. The parties hereto agree that irreparable damage would occur if any of the provisions of this
Agreement were not performed in accordance with these specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other
remedy to which they are entitled at law or in equity. 


    (k) Delay of Registration. For a reasonable period not to exceed 90 days, the Company shall not be obligated to
prepare and file, or be prevented from delaying or abandoning, a registration statement pursuant to this Agreement at any time when the Company, in its good faith judgment by the Board of Directors
with the advice of counsel, reasonably believes: 



     (i) that
the filing thereof at the time requested, or the offering of Registrable Securities pursuant thereto, would materially and adversely affect (A) a
pending or scheduled public offering or private placement of the Company's securities, (B) an acquisition, merger, consolidation or similar transaction by or of the Company,
(C) pre-existing and continuing negotiations, discussions or pending proposals with respect to any of the foregoing transactions, (D) the financial condition of the Company
in view of the disclosure of any pending or threatened litigation, claim, assessment or governmental investigation which may be required thereby or (E) the timing of new product introductions,
a restructuring of the Company or a similar significant Company event; and 


    (ii) that
the failure to disclose any material information with respect to the foregoing would cause a violation of the Securities Act or the Exchange Act. 




    In
the event the Company's Board of Directors exercises its right to delay or abandon a registration statement as provided herein it shall cause the President or other executive
officer of the Company to furnish to the Holders of Registrable Securities a certificate certifying that the Company's Board of Directors has determined in good faith that one or more conditions of
this Section 3(k) have been satisfied. If the Company shall so postpone the filing of a registration statement, (i) the Company shall use its reasonable best efforts to limit the delay
to as short a period as is practicable and (ii) the Holders shall have the right to withdraw the request for registration by giving written notice to the Company at any time and, in the event
of such withdrawal, such request shall not be counted for purposes of the requests for registration to which the Initiating Holders are entitled pursuant to this Agreement. 


    (l)  Aggregation. All shares of capital stock held or acquired by affiliated entities or persons shall be aggregated
together for the purpose of determining the availability of any rights under this Agreement, and each such group of entities and persons may from time to time designate to the Company, and the Company
may rely upon such designation, one person who is authorized to act on behalf of all such affiliated entities and persons. 


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    IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. 



	

 	
 	

"COMPANY"

FIRST STERLING BANKS, INC.
	

 	
 	

By:	
 	

/s/
	 	 	 	 	
 Edward C. Milligan
 President and Chief Executive Officer
	

 	
 	

"INVESTORS"
	

 	
 	

 	
 	

/s/
 H. Brewster Williamson, III
	

 	
 	

 	
 	

/s/
 Billy D. Musselwhite






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