NMB SHALL DETERMINE TO REGISTER ANY NMB COMMON UNDER THE
SECURITIES ACT FOR SALE IN CONNECTION WITH A PUBLIC OFFERING OF NMB COMMON FOR
CASH (OTHER THAN PURSUANT TO AN EMPLOYEE BENEFIT PLAN), NMB WILL GIVE WRITTEN
NOTICE THEREOF TO THE HOLDERS OF REGISTRABLE SHARES, AND WILL INCLUDE IN SUCH
REGISTRATION ANY REGISTRABLE SHARES WHICH SUCH HOLDERS ("REQUESTING HOLDERS")
MAY REQUEST BE INCLUDED DELIVERED TO NMB WITHIN 15 DAYS AFTER THE NOTICE GIVEN
BY NMB; PROVIDED, HOWEVER, IF THE REPRESENTATIVE OF THE UNDERWRITERS OF THE
OFFERING SHALL REFUSE IN WRITING TO INCLUDE IN THE OFFERING ALL OF THE SHARES OF
NMB COMMON REQUESTED BY NMB AND OTHERS (INCLUDING REQUESTING HOLDERS), THE
SHARES TO BE INCLUDED SHALL BE ALLOCATED FIRST TO NMB, SECOND TO PERSONS WITH
CONTRACTUAL PRIORITY AS TO INCLUSION IN SUCH REGISTRATION, INCLUDING WITHOUT
LIMITATION THE REGISTRATION RIGHTS OF CERTAIN REGISTRATION RIGHTS HOLDERS UNDER
THAT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED JUNE 30, 1997 BETWEEN NMB AND
THE CONRAD COMPANY, AND THIRD AMONG THE REQUESTING HOLDERS AND OTHERS BASED ON
THE RESPECTIVE NUMBER OF SHARES OF NMB COMMON HELD BY SUCH PERSONS (THE
REGISTRABLE SHARES WHICH ARE INCLUDED IN THE REGISTRATION SHALL BE REFERRED TO
AS THE "INCLUDED SHARES").
IF NMB DECIDES NOT TO, AND DOES NOT, FILE A
REGISTRATION STATEMENT WITH RESPECT TO SUCH REGISTRATION, OR AFTER FILING
DETERMINES TO WITHDRAW THE SAME BEFORE THE EFFECTIVE DATE THERE OF, NMB WILL SO
INFORM THE REQUESTING HOLDERS, AND NMB WILL NOT BE OBLIGATED TO COMPLETE THE
REGISTRATION OF THE INCLUDED SHARES INCLUDED THEREIN.
5.2
IF NMB SHALL RECEIVE FROM ANY HOLDER(S) (THE "INITIATING HOLDERS")
WHOSE REGISTRABLE SHARES CONSTITUTE MORE THAN 25% OF THE REGISTRABLE SHARES A
WRITTEN REQUEST THAT NMB EFFECT A REGISTRATION OF SUCH SHARES UNDER THE
SECURITIES ACT, NMB WILL, AS SOON AS REASONABLY PRACTICABLE THEREAFTER, SEND
NOTICE THEREOF TO THE OTHER HOLDERS AND EFFECT SUCH REGISTRATION TO PERMIT OR
FACILITATE THE SALE AND DISTRIBUTION OF THE REGISTRABLE SHARES REQUESTED TO BE
INCLUDED IN THE REGISTRATION BY THE INITIATING HOLDERS AND ALL OTHER HOLDERS WHO
REQUEST THAT REGISTRABLE SHARES BE INCLUDED BY WRITTEN NOTICE TO NMB WITHIN
15 DAYS AFTER THE NOTICE GIVEN BY NMB (THE "INCLUDED SHARES"); PROVIDED,
HOWEVER, THAT NMB:
(A) SHALL NOT BE OBLIGATED TO EFFECT SUCH REGISTRATION,
QUALIFICATION OR COMPLIANCE HEREUNDER: (I) PRIOR TO THE COMMENCEMENT DATE; OR
(II) ON MORE THAN ONE OCCASION; AND (B) SHALL NOT BE OBLIGATED TO MAINTAIN THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT MORE THAN 90 DAYS; AND (C) MAY DELAY
THE FILING OF ANY SUCH REGISTRATION STATEMENT BY UP TO 90 DAYS IF THE BOARD OF
DIRECTORS OF NMB DETERMINES THAT THE FILING WOULD BE MATERIALLY DETRIMENTAL TO
NMB BECAUSE OF POTENTIAL CORPORATE TRANSACTIONS OR EVENTS PENDING WHICH MAY BE
REQUIRED TO BE DISCLOSED IN SUCH REGISTRATION STATEMENT AND WITH RESPECT TO
WHICH DISCLOSURE WOULD BE DAMAGING TO NMB; (D) ACKNOWLEDGES THAT THE
REGISTRATION RIGHTS CONTEMPLATED BY THIS SECTION 5.2 ARE SUBORDINATE TO THE
RIGHTS OF CERTAIN REGISTRATION RIGHTS HOLDERS INCLUDING, WITHOUT LIMITATION, THE
HOLDERS OF CERTAIN REGISTRATION