Common use of Agreement of Affiliates Clause in Contracts

Agreement of Affiliates. Triangle has disclosed in Section 8.11 of the Triangle Disclosure Memorandum each Person whom it reasonably believes may be deemed an "affiliate" of Triangle for purposes of Rule 145 under the 1933 Act. Triangle shall use its reasonable efforts to cause each such Person to deliver to Centura not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit 4, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura and Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura Common Stock issued to such affiliates of Triangle in exchange for shares of Triangle Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura and Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 (and Centura shall be entitled to place restrictive legends upon certificates for shares of Centura Common Stock issued to affiliates of Triangle pursuant to this Agreement to enforce the provisions of this Section 8.11). Centura shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Common Stock by such affiliates.

Agreement of Affiliates. Triangle Magna has disclosed in Section 8.11 8.12 of the Triangle Magna Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed is an "affiliate" of Triangle Magna for purposes of Rule 145 under the 1933 Act. Triangle Magna shall use its reasonable efforts to cause each such Person to deliver to Centura UPC not later than 30 days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 43, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Magna Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Centura UPC Common Stock issued to such affiliates of Triangle Magna in exchange for shares of Triangle Magna Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura UPC shall be entitled to place restrictive legends upon certificates for shares of Centura UPC Common Stock issued to affiliates of Triangle Magna pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura UPC Common Stock by such affiliates.

Agreement of Affiliates. Triangle PSHC has disclosed in Section 8.11 8.13 of the Triangle PSHC Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed is an "affiliate" of Triangle PSHC for purposes of Rule 145 under the 1933 Act. Triangle PSHC shall use its reasonable efforts to cause each such Person to deliver to Centura not later than 30 days prior to Seacoast upon the Effective Time, execution of this Agreement a written agreement, substantially in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle PSHC Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Seacoast Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, until such time as financial results covering at least 30 days of combined operations of Centura Seacoast and Triangle PSHC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura Seacoast Common Stock issued to such affiliates of Triangle PSHC in exchange for shares of Triangle PSHC Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Seacoast and Triangle PSHC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.13 (and Centura Seacoast shall be entitled to place restrictive legends upon certificates for shares of Centura Seacoast Common Stock issued to affiliates of Triangle PSHC pursuant to this Agreement to enforce the provisions of this Section 8.118.13; provided that Seacoast removes such legends at the appropriate time). Centura Seacoast shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Seacoast Common Stock by such affiliates.

Agreement of Affiliates. Triangle ONSB has disclosed in Section 8.11 of the Triangle ONSB Disclosure Memorandum each Person whom it reasonably believes may to be deemed an "affiliate" of Triangle ONSB for purposes of Rule 145 under the 1933 Act. Triangle ONSB shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to Centura LSB not later than 30 thirty (30) days prior to the Effective Time, a written agreement, an Affiliate Agreement in substantially the form of Exhibit 42 (an "Affiliate Agreement"), providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle ONSB Common Stock held by such Person Person, except as contemplated by such agreement Affiliate Agreement or by this Agreement Agreement, and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura LSB Common Stock to be received by such Person upon consummation of the Merger Merger, except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura LSB and Triangle ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of Centura the SEC, shares of LSB Common Stock issued to such affiliates of Triangle ONSB in exchange for shares of Triangle ONSB Common Stock shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura LSB and Triangle ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement Affiliate Agreement referred to in this Section 8.11 (and Centura LSB shall be entitled to place restrictive legends upon certificates for shares of Centura LSB Common Stock issued to affiliates of Triangle ONSB pursuant to this Agreement to enforce the provisions of this Section 8.11). Centura LSB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura LSB Common Stock by such affiliates.

Agreement of Affiliates. Triangle Subject Company has disclosed in Section 8.11 8.10 of the Triangle Subject Company Disclosure Memorandum each Person whom it reasonably believes may be deemed is an "affiliate" of Triangle Subject Company as of the date of this Agreement for purposes of Rule 145 under the 1933 Act. Triangle Subject Company shall use its reasonable efforts to cause each such Person to deliver to Centura Parent not later than 30 40 days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 43, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Subject Company Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Parent Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura Parent and Triangle Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Centura Parent Common Stock issued to such affiliates of Triangle Subject Company in exchange for shares of Triangle Subject Company Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Parent and Triangle Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.10 (and Centura Parent shall be entitled to place restrictive legends upon certificates for shares of Centura Parent Common Stock issued to affiliates of Triangle Subject Company pursuant to this Agreement to enforce the provisions of this Section 8.118.10). Centura Parent shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Parent Common Stock by such affiliates.

Agreement of Affiliates. Triangle West Coast has disclosed in Section 8.11 8.14 of the Triangle West Coast Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed an are "affiliateaffiliates" of Triangle West Coast for purposes of Rule 145 under the 1933 Act. Triangle West Coast shall use its reasonable efforts to cause each such Person to deliver to Centura FNB not later than 30 days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 42 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle West Coast Common Stock Shares held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura FNB Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle West Coast have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura FNB Common Stock issued to such affiliates of Triangle West Coast in exchange for shares of Triangle West Coast Common Stock Shares shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle West Coast have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 (and Centura FNB shall be entitled to place restrictive legends upon certificates for shares of Centura FNB Common Stock issued to affiliates of Triangle West Coast pursuant to this Agreement to enforce the provisions of this Section 8.11). Centura FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura FNB Common Stock by such affiliates.

Agreement of Affiliates. Triangle has disclosed in Section 8.11 of the Triangle Disclosure Memorandum PSB shall use its reasonable best efforts to cause each Person whom it reasonably believes may be deemed who is an "affiliate" within the meaning of Triangle for purposes of SEC Rule 145 under the 1933 Act. Triangle shall use its reasonable efforts to cause each such Person to deliver to Centura SAB not later than 30 thirty (30) days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 43, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle PSB Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura SAB Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura MCB and Triangle PSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of- interests accounting treatment, shares of Centura SAB Common Stock issued to such affiliates of Triangle PSB in exchange for shares of Triangle PSB Common Stock (and shares of SAB Common Stock held by persons who are "affiliates" of SAB) shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura MCB and Triangle PSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate Affiliate has provided the written agreement referred to in this Section 8.11 8.9 (and Centura SAB shall be entitled to place restrictive legends upon certificates for shares of Centura SAB Common Stock issued to affiliates Affiliates of Triangle PSB pursuant to this Agreement to enforce the provisions of this Section 8.118.9). Centura SAB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura SAB Common Stock by such affiliatesAffiliates.

Agreement of Affiliates. Triangle Xxxxx has disclosed in Section 8.11 8.12 of the Triangle Xxxxx Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed is an "affiliate" of Triangle Xxxxx for purposes of Rule 145 under the 1933 Act. Triangle Xxxxx shall use its reasonable efforts to cause each such Person to deliver to Centura Savannah not later than 30 days prior to after the Effective Timedate of this Agreement, a written agreement, substantially in substantially the form of Exhibit 4, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Xxxxx Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Savannah Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, if the Merger is accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of Centura Savannah and Triangle Xxxxx have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger is accounted for using the pooling-of-interests method of Centura accounting, shares of Savannah Common Stock issued to such affiliates of Triangle Xxxxx in exchange for shares of Triangle Xxxxx Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Savannah and Triangle Xxxxx have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura Savannah shall be entitled to place restrictive legends upon certificates for shares of Centura Savannah Common Stock issued to affiliates of Triangle Xxxxx pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura Savannah shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Savannah Common Stock by such affiliates.

Agreement of Affiliates. Triangle CT Financial Services has disclosed in Section 8.11 8.10 of the Triangle CT Financial Services Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed is an "affiliate" of Triangle CT Financial Services for purposes of Rule 145 under the 1933 Act. Triangle CT Financial Services shall use its reasonable efforts to cause each such Person to deliver to Centura GB&T and CT Financial Services, not later than 30 thirty (30) days prior to after the Effective Timedate of this Agreement, a written agreement, substantially in substantially the form of Exhibit 41, providing that such Person will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Triangle CT Financial Services Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Centura GB&T Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and thereunder. If the Merger will qualify for pooling-of-interests accounting treatment, the GB&T Common Stock issued to such Affiliates of CT Financial Services in exchange for the CT Financial Services Common Stock shall not be transferable until such time as the financial results covering at least 30 days of combined operations of Centura GB&T and Triangle CT Financial Services have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura Common Stock issued to such affiliates of Triangle in exchange for shares of Triangle Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura and Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, Policies regardless of whether each such affiliate person has provided the written agreement referred to in this Section 8.11 (and Centura 8.10. GB&T shall be entitled to place restrictive legends upon certificates for shares of Centura GB&T Common Stock issued to affiliates Affiliates of Triangle CT Financial Services pursuant to this Agreement to enforce the provisions of this Section 8.11)8.10. Centura GB&T shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura GB&T Common Stock by such affiliatesAffiliates.

Agreement of Affiliates. Triangle Promistar has disclosed in Section 8.11 8.12 of the Triangle Promistar Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed an are "affiliateaffiliates" of Triangle for purposes of Promistar as that term is defined in SEC Accounting Series Releases 130 and 135 and in Rule 145 under the 1933 Act. Triangle Promistar shall use its reasonable best efforts to cause each such Person who may be deemed an affiliate of Promistar to execute and deliver to Centura FNB not later than 30 days prior to the Effective Timedate of mailing of the Joint Proxy Statement, a written agreement, substantially in substantially the form of Exhibit 42 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Promistar Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura FNB Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle Promistar have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura FNB Common Stock issued to such affiliates of Triangle Promistar in exchange for shares of Triangle Promistar Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle Promistar have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura FNB shall be entitled to place restrictive legends upon certificates for shares of Centura FNB Common Stock issued to affiliates of Triangle Promistar pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura FNB Common Stock by such affiliates.

Agreement of Affiliates. Triangle Leader has disclosed in Section 8.11 8.12 of the Triangle Leader Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed is an "affiliate" of Triangle Leader for purposes of Rule 145 under the 1933 Act. Triangle Leader shall use its reasonable efforts to cause each such Person to deliver to Centura UPC not later than 30 days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 4, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Leader Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Leader have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Centura UPC Common Stock issued to such affiliates of Triangle Leader in exchange for shares of Triangle Leader Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Leader have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura UPC shall be entitled to place restrictive legends upon certificates for shares of Centura UPC Common Stock issued to affiliates of Triangle Leader pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura UPC Common Stock by such affiliates.

Agreement of Affiliates. Triangle CommerceSouth has disclosed in Section 8.11 of the Triangle Disclosure Memorandum Previously Disclosed to BancTrust each Person whom who it reasonably believes may be deemed an "“affiliate" of Triangle ” for purposes of Rule 145 under the 1933 Act. Triangle CommerceSouth shall use its reasonable best efforts to cause each such Person to deliver to Centura BancTrust not later than 30 thirty (30) days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 43, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle CommerceSouth Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura BancTrust Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura and Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policiesthereunder. Shares of Centura BancTrust Common Stock issued to such affiliates of Triangle CommerceSouth in exchange for shares of Triangle CommerceSouth Common Stock (and shares of BancTrust Common Stock held by persons who are “affiliates” of BancTrust) shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura and Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura BancTrust shall be entitled to place restrictive legends upon certificates for shares of Centura BancTrust Common Stock issued to affiliates of Triangle CommerceSouth pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12) except as provided herein. Centura BancTrust shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura BancTrust Common Stock by such affiliates.

Agreement of Affiliates. Triangle Ambanc has disclosed in Section 8.11 8.12 of the Triangle Ambanc Disclosure Memorandum each Person whom it reasonably believes may be deemed an "affiliate" of Triangle Ambanc for purposes of Rule 145 under the 1933 Act. Triangle Ambanc shall use its reasonable efforts to cause each such Person to deliver to Centura UPC not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit 43, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Ambanc Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Ambanc have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura UPC Common Stock issued to such affiliates of Triangle Ambanc in exchange for shares of Triangle Ambanc Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Ambanc have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura UPC shall be entitled to place restrictive legends upon certificates for shares of Centura UPC Common Stock issued to affiliates of Triangle Ambanc pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura UPC Common Stock by such affiliates.

Agreement of Affiliates. Triangle First Coastal has disclosed in Section 8.11 8.12 of the Triangle First Coastal Disclosure Memorandum each Person whom it reasonably believes may be deemed an "affiliate" of Triangle First Coastal for purposes of Rule 145 under the 1933 Act. Triangle First Coastal shall use its reasonable efforts to cause each such Person to deliver to Centura not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle First Coastal Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura and Triangle First Coastal have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura Common Stock issued to such affiliates of Triangle First Coastal in exchange for shares of Triangle First Coastal Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura and Triangle First Coastal have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura shall be entitled to place restrictive legends upon certificates for shares of Centura Common Stock issued to affiliates of Triangle First Coastal pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Common Stock by such affiliates.

Agreement of Affiliates. Triangle Southwest has disclosed in Section 8.11 8.12 of the Triangle Southwest Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed an are "affiliateaffiliates" of Triangle Southwest for purposes of Rule 145 under the 1933 Act. Triangle Southwest shall use its reasonable efforts to cause each such Person to deliver to Centura FNB not later than 30 days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Southwest Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura FNB Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura FNB Common Stock issued to such affiliates of Triangle Southwest in exchange for shares of Triangle Southwest Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura FNB shall be entitled to place restrictive legends upon certificates for shares of Centura FNB Common Stock issued to affiliates of Triangle Southwest pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura FNB Common Stock by such affiliates.

Agreement of Affiliates. Triangle Magna has disclosed in Section 8.11 8.13 of the Triangle Magna Disclosure Memorandum each Person whom it reasonably believes may be deemed an "affiliate" of Triangle Magna for purposes of Rule 145 under the 1933 Act. Triangle Magna shall use its reasonable efforts to cause each such Person to deliver to Centura UPC not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit 43, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Magna Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura UPC Common Stock issued to such affiliates of Triangle Magna in exchange for shares of Triangle Magna Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.13 (and Centura UPC shall be entitled to place restrictive legends upon certificates for shares of Centura UPC Common Stock issued to affiliates of Triangle Magna pursuant to this Agreement to enforce the provisions of this Section 8.118.13). Centura UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura UPC Common Stock by such affiliates.

Agreement of Affiliates. Triangle FFC has disclosed in Section 8.11 7.12 of the Triangle FFC Disclosure Memorandum each Person all persons whom it reasonably believes may be deemed is an "affiliate" of Triangle FFC for purposes of Rule 145 under the 1933 Act. Triangle FFC shall use its reasonable efforts to cause each such Person to deliver to Centura NCBC not later than 30 thirty (30) days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 47.12, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle FFC Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Centura NCBC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura NCBC and Triangle FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Centura NCBC Common Stock issued to such affiliates of Triangle FFC in exchange for shares of Triangle FFC Common Stock shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura NCBC and Triangle FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 7.12 (and Centura NCBC shall be entitled to place customary restrictive legends upon certificates for shares of Centura NCBC Common Stock issued to affiliates of Triangle FFC pursuant to this Agreement and to enforce the provisions of this Section 8.117.12). Centura NCBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura NCBC Common Stock by such affiliates. NCBC will not unreasonably withhold its consent for the removal of such restrictive legends under appropriate circumstances.

Agreement of Affiliates. Triangle Magna has disclosed in Section 8.11 8.l3 of the Triangle Magna Disclosure Memorandum each Person whom it reasonably believes behaves may be deemed an "affiliate" of Triangle Magna for purposes of Rule 145 under the 1933 Act. Triangle Magna shall use its reasonable efforts to cause each such Person to deliver to Centura UPC not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit 43, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Magna Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policiespolicies. Shares of Centura UPC Common Stock issued to such affiliates of Triangle Magna in exchange for shares of Triangle Magna Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura UPC and Triangle Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.13 (and Centura UPC shall be entitled to place restrictive legends upon certificates for shares of Centura UPC Common Stock issued to affiliates of Triangle Magna pursuant to this Agreement to enforce the provisions of this Section 8.118.13). Centura UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura UPC Common Stock by such affiliates.

Agreement of Affiliates. Triangle Promistar has disclosed in Section 8.11 SECTION 8.12 of the Triangle Promistar Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed an are "affiliateaffiliates" of Triangle for purposes of Promistar as that term is defined in SEC Accounting Series Releases 130 and 135 and in Rule 145 under the 1933 Act. Triangle Promistar shall use its reasonable best efforts to cause each such Person who may be deemed an affiliate of Promistar to execute and deliver to Centura FNB not later than 30 days prior to the Effective Timedate of mailing of the Joint Proxy Statement, a written agreement, substantially in substantially the form of Exhibit 4EXHIBIT 2 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Promistar Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura FNB Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle Promistar have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura FNB Common Stock issued to such affiliates of Triangle Promistar in exchange for shares of Triangle Promistar Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle Promistar have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura FNB shall be entitled to place restrictive legends upon certificates for shares of Centura FNB Common Stock issued to affiliates of Triangle Promistar pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura FNB Common Stock by such affiliates.

Agreement of Affiliates. Triangle Subject Company has disclosed in Section 8.11 8.10 of the Triangle Subject Company Disclosure Memorandum each Person whom it reasonably believes may be deemed is an "affiliate" of Triangle Subject Company as of the date of this Agreement for purposes of Rule 145 under the 1933 Act. Triangle Subject Company shall use its reasonable efforts to cause each such Person to deliver to Centura Parent not later than 30 40 days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Subject Company Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Parent Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura Parent and Triangle Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Centura Parent Common Stock issued to such affiliates of Triangle Subject Company in exchange for shares of Triangle Subject Company Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Parent and Triangle Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.10 (and Centura Parent shall be entitled to place restrictive legends upon certificates for shares of Centura Parent Common Stock issued to affiliates of Triangle Subject Company pursuant to this Agreement to enforce the provisions of this Section 8.118.10). Centura Parent shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Parent Common Stock by such affiliates.

Agreement of Affiliates. Triangle BFC has disclosed in Section 8.11 8.12 of the Triangle BFC Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed is an "affiliate" of Triangle BFC for purposes of Rule 145 under the 1933 Act. Triangle BFC shall use its reasonable efforts to cause each such Person to deliver to Centura Acquiror not later than 30 days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle BFC Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Acquiror Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura Acquiror and Triangle BFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Centura Acquiror Common Stock issued to such affiliates of Triangle BFC in exchange for shares of Triangle BFC Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Acquiror and Triangle BFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura Acquiror shall be entitled to place restrictive legends upon certificates for shares of Centura Acquiror Common Stock issued to affiliates of Triangle BFC pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura Acquiror shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Acquiror Common Stock by such affiliates.

Agreement of Affiliates. Triangle Company has disclosed in Section 8.11 9.12 ----------------------- of the Triangle Company and Shareholder Disclosure Memorandum each Person whom it reasonably believes may be deemed is an "affiliate" of Triangle Company for purposes of Rule 145 under the 1933 Act. Triangle Company shall use its reasonable efforts to cause each such Person to deliver to Centura Acquiror not later than 30 5 days prior to after the Effective Timedate of this Agreement, a written agreement, substantially in substantially the form of Exhibit 4, --------- providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Common Company Capital Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Acquiror Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, since the Merger will be accounted for by the pooling-of- interests method of accounting, until such time as financial results covering at least 30 days of combined operations of Centura Acquiror and Triangle Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares Since the Merger will be accounted for using the pooling- of-interests method of Centura accounting, shares of Acquiror Common Stock issued to such affiliates of Triangle Company in exchange for shares of Triangle Common Company Capital Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Acquiror and Triangle Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 9.12 (and Centura Acquiror shall be entitled to place restrictive legends upon certificates for shares of Centura Acquiror Common Stock issued to affiliates of Triangle Company pursuant to this Agreement to enforce the provisions of this Section 8.119.12). Centura shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Common Stock by such affiliates.

Agreement of Affiliates. Triangle FFC has disclosed in Section 8.11 7.12 of the Triangle FFC ----------------------- Disclosure Memorandum each Person all persons whom it reasonably believes may be deemed is an "affiliate" of Triangle FFC for purposes of Rule 145 under the 1933 Act. Triangle FFC shall use its reasonable efforts to cause each such Person to deliver to Centura NCBC not later than 30 thirty (30) days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 47.12, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle FFC Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Centura NCBC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura NCBC and Triangle FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Centura NCBC Common Stock issued to such affiliates of Triangle FFC in exchange for shares of Triangle FFC Common Stock shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura NCBC and Triangle FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 7.12 (and Centura NCBC shall be entitled to place customary restrictive legends upon certificates for shares of Centura NCBC Common Stock issued to affiliates of Triangle FFC pursuant to this Agreement and to enforce the provisions of this Section 8.117.12). Centura NCBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura NCBC Common Stock by such affiliates. NCBC will not unreasonably withhold its consent for the removal of such restrictive legends under appropriate circumstances.

Agreement of Affiliates. Triangle has disclosed New Iberia will disclose in Section 8.11 of the Triangle New Iberia Disclosure Memorandum each Person whom it reasonably believes may be deemed is an "affiliate" of Triangle New Iberia for purposes of Rule 145 under the 1933 Act. Triangle New Iberia shall use its reasonable efforts to cause each such Person to deliver to Centura Regions not later than 30 days prior to the Effective Time, Time a written agreement, substantially in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle New Iberia Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura Regions and Triangle New Iberia have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura Regions Common Stock issued to such affiliates of Triangle New Iberia in exchange for shares of Triangle New Iberia Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Regions and Triangle New Iberia have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura Regions shall be entitled to place restrictive legends upon certificates for shares of Centura Regions Common Stock issued to affiliates of Triangle New Iberia pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Regions Common Stock by such affiliates.. 8.13

Agreement of Affiliates. Triangle Lochaven has disclosed in Section 8.11 8.12 of the Triangle Lochaven Disclosure Memorandum each Person whom it reasonably believes may be deemed is an "affiliate" of Triangle Lochaven for purposes of Rule 145 under the 1933 Act. Triangle Lochaven shall use its reasonable efforts to cause each such Person to deliver to Centura Republic not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Lochaven Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Republic Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura Republic and Triangle Lochaven have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Policies Shares of Centura Republic Common Stock issued to such affiliates of Triangle Lochaven in exchange for shares of Triangle Lochaven Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Republic and Triangle Lochaven have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura Republic shall be entitled to place restrictive legends upon certificates for shares of Centura Republic Common Stock issued to affiliates of Triangle Lochaven pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura Republic shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Republic Common Stock by such affiliates.

Agreement of Affiliates. Triangle Each Cape Fear Entity has disclosed in Section 8.11 of the Triangle Disclosure Memorandum each Person on ----------------------- SCHEDULE 7.12 all Persons whom it reasonably believes may be deemed is an "affiliate" of Triangle Cape ------------- Fear for purposes of Rule 145 under the 1933 Act. Triangle Each Cape Fear Entity shall use its reasonable efforts to cause each such Person to deliver to Centura Satellink not later than 30 days prior to after the Effective Timedate of this Agreement, a written agreement, substantially in substantially the form of Exhibit 4EXHIBIT B, providing that such Person will not --------- sell, pledge, transfer, or otherwise dispose of the shares of Triangle Common Stock Shares held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Satellink Common Stock to be received by such Person upon consummation of the Merger Mergers except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, if the Mergers are accounted for by the pooling-of- interests method of accounting, until such time as financial results covering at least 30 days of combined operations of Centura Parent and Triangle the Cape Fear Entities have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Mergers are accounted for using the pooling-of-interests method of Centura accounting, shares of Satellink Common Stock issued to such affiliates of Triangle the Cape Fear Entities in exchange for shares of Triangle Common Stock Shares shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Parent and Triangle the Cape Fear Entities have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 SECTION 7.12 (and Centura Parent shall be entitled to place restrictive legends upon certificates for shares of Centura Satellink Common Stock issued to affiliates of Triangle the Cape Fear Entities pursuant to this Agreement to enforce the provisions of this Section 8.11SECTION 7.12). Centura shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Common Stock by such affiliates.

Agreement of Affiliates. Triangle First United has disclosed in Section 8.11 8.9 of the Triangle First United Disclosure Memorandum each Person whom it reasonably believes may be deemed is an "affiliate" of Triangle First United for purposes of Rule 145 under the 1933 Act. Triangle First United shall use its reasonable efforts to cause each such Person to deliver to Centura Regions not later than 30 days prior to the Effective Time, Time a written agreement, substantially in substantially the form of Exhibit 420"ex_affil_agr0ex_affil_agr, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle First United Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura Regions and Triangle First United have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura Regions Common Stock issued to such affiliates of Triangle First United in exchange for shares of Triangle First United Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Regions and Triangle First United have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.9 (and Centura Regions shall be entitled to place restrictive legends upon certificates for shares of Centura Regions Common Stock issued to affiliates of Triangle First United pursuant to this Agreement to enforce the provisions of this Section 8.118.9). Centura Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Regions Common Stock by such affiliates.

Agreement of Affiliates. Triangle FCBS has disclosed in Section 8.11 0.9 of the Triangle FCBS Disclosure Memorandum each Person whom it reasonably believes may be deemed is an "affiliate" of Triangle FCBS for purposes of Rule 145 under the 1933 Act. Triangle FCBS shall use its reasonable efforts to cause each such Person to deliver to Centura Regions not later than 30 days prior to the Effective Time, Time a written agreement, substantially in substantially the form of Exhibit 43 to this Agreement0"0, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle FCBS Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura Regions and Triangle FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. Shares 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares of Centura Regions Common Stock issued to such affiliates of Triangle FCBS in exchange for shares of Triangle FCBS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Regions and Triangle FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.9 (and Centura Regions shall be entitled to place restrictive legends upon certificates for shares of Centura Regions Common Stock issued to affiliates of Triangle FCBS pursuant to this Agreement to enforce the provisions of this Section 8.118.9). Centura Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Regions Common Stock by such affiliates.

Agreement of Affiliates. Triangle FCC has disclosed in Section 8.11 8.13 of the Triangle FCC Disclosure Memorandum each Person whom it reasonably believes may be deemed an "affiliate" of Triangle FCC for purposes of Rule 145 under the 1933 Act. Triangle FCC shall use its reasonable efforts to cause each such Person to deliver to Centura Regions not later than 30 days prior to the Effective Time, a written agreement, in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle FCC Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura Regions and Triangle FCC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura Regions Common Stock issued to such affiliates of Triangle FCC in exchange for shares of Triangle FCC Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura Regions and Triangle FCC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.13 (and Centura Regions shall be entitled to place restrictive legends upon certificates for shares of Centura Regions Common Stock issued to affiliates of Triangle FCC pursuant to this Agreement to enforce the provisions of this Section 8.118.13). Centura Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura Regions Common Stock by such affiliates.

Agreement of Affiliates. Triangle Southwest has disclosed dis- closed in Section 8.11 8.12 of the Triangle Southwest Disclosure Memorandum each Person all Persons whom it reasonably believes may be deemed an are "affiliateaffiliates" of Triangle Southwest for purposes of Rule 145 under the 1933 Act. Triangle South- west shall use its reasonable efforts to cause each such Person to deliver to Centura FNB not later than 30 days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 42, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle Southwest Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise oth- erwise dispose of the shares of Centura FNB Common Stock to be received by such Person upon consummation of the Merger except in compliance com- pliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial xxxxx- cial results covering at least 30 days of combined operations of Centura FNB and Triangle Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Centura FNB Common Stock issued to such affiliates of Triangle Southwest in exchange for shares of Triangle Southwest Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura FNB and Triangle Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting PoliciesPoli- cies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura FNB shall be entitled to place restrictive legends upon certificates certifi- xxxxx for shares of Centura FNB Common Stock issued to affiliates of Triangle Southwest pursuant to this Agreement to enforce the provisions of this Section 8.118.12). Centura FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura FNB Common Stock by such affiliatesaf- filiates.

Agreement of Affiliates. Triangle has disclosed in Section 8.11 Brunswick agrees to deliver to C&S no later than the date of this Agreement a letter identifying ally persons whom Brunswick reasonably believes, at the Triangle Disclosure Memorandum each Person whom it reasonably believes may time the Merger is submitted to a vote of its stockholders, will be deemed an "affiliate" of Triangle Brunswick for purposes of Rule 145 under the 1933 Act. Triangle Brunswick shall use its reasonable best efforts to cause each such Person person who is identified as an "affiliate" in the letter referred to above to deliver to Centura not later than 30 C&S within ten (10) days prior to after the Effective Timedate of this Agreement, a written agreement, substantially in substantially the form of Exhibit 42, providing that such Person person will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Triangle Brunswick Common Stock held by such Person person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Centura C&S Common Stock to be received by such Person person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as the financial results covering at least 30 thirty (30) days of combined operations of Centura C&S and Triangle Brunswick have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling of Centura interest accounting treatment, shares of C&S Common Stock issued to such affiliates of Triangle Brunswick in exchange for shares of Triangle Brunswick Common Stock shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Centura C&S and Triangle Brunswick have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, Policies regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 (and Centura shall be entitled to place restrictive legends upon certificates for shares of Centura Common Stock issued to affiliates of Triangle pursuant to this Agreement to enforce the provisions of this Section 8.11)section. Centura C&S shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura C&S Common Stock by such affiliates.

Agreement of Affiliates. Triangle CommerceSouth has disclosed in Section 8.11 of the Triangle Disclosure Memorandum Previously Disclosed to BancTrust each Person whom who it reasonably believes may be deemed an "affiliate" of Triangle A affiliate@ for purposes of Rule 145 under the 1933 Act. Triangle CommerceSouth shall use its reasonable best efforts to cause each such Person to deliver to Centura BancTrust not later than 30 thirty (30) days prior to the Effective Time, a written agreement, substantially in substantially the form of Exhibit 43, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Triangle CommerceSouth Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Centura BancTrust Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Centura and Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policiesthereunder. Shares of Centura BancTrust Common Stock issued to such affiliates of Triangle CommerceSouth in exchange for shares of Triangle CommerceSouth Common Stock (and shares of BancTrust Common Stock held by persons who are "affiliates" of BancTrust) shall not be transferable until such time as financial results covering at least 30 days of combined operations of Centura and Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 8.12 (and Centura BancTrust shall be entitled to place restrictive legends upon certificates for shares of Centura BancTrust Common Stock issued to affiliates of Triangle CommerceSouth pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12) except as provided herein. Centura BancTrust shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Centura BancTrust Common Stock by such affiliates.