Common use of Transferred Assets Clause in Contracts

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b): (1) fee simple title to all real estate and improvements thereon at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the Banking Centers and used in conducting Seller’s business at the Banking Centers (the “Personal Property”) as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (6) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (7) all coins and currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule 1.1(b) hereto, Seller’s rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b): (1) fee simple title subject to all real estate and improvements thereon at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (Section 1.10, the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durhamas to the real property, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases improvements thereon (the “Leased Real Property”), at the Banking Centers, together with all rights and appurtenances pertaining thereto; all of which leases are listed on Exhibit 1.1(a)(1); (42) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the each Banking Centers and Center or used in conducting Seller’s business at the each Banking Centers Center (the “Personal Property”) as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (63) [OMITTED INTENTIONALLY] (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (75) all Loans (as defined in Section 1.4(a)) transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and; (8) 7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules; and (8) all night depository contracts. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, Seller’s rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Millennium Bank,” “Bank of Hampton Roads Service CorporationMillennium,” “Gateway Bank Mortgageand any variant thereof, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (together, the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ Centers premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the "Effective Time Time" (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller Sellers will sell, assign, transfer, convey convey, and deliver to PurchaserPurchasers or, solely with respect to paragraph 2.1(a)(6) below, Purchasers' assignees, and Purchaser Purchasers will purchase from SellerSellers, all of the transferable rightsSellers' right, title title, and interests of Seller interest in and to the following assets associated with located at or attributed to the Banking Centers and identified in this Agreement and the Schedules and Exhibits heretoCenters, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(bparagraph 2.1(b) below (collectively, the "Transferred Assets"): (1) fee simple title all of Sellers' transferable right, title, and interest in and to all real estate and improvements thereon located at those the Banking Centers described as Preston Corners Centers, but not including any leasehold estates covered by item (3) below, together with all assignable rights and Plymouth on Schedule 1.1(a)(1) appurtenances pertaining thereto (the “Improved "Real Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment equipment, and other tangible personal property owned by Seller and located on or affixed to the Real Property or located at the leased Banking Centers and used in conducting Seller’s business Center location, including, any of such items on order at the Banking Centers Closing or subject to the terms of any Equipment Leases (collectively, the “"Personal Property”) as listed on Schedule 1.1(a)(4"), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (53) all equipment assignable leases for equipment located at affecting the Banking Centers Centers, including the lease of real property where Sellers are the lessee associated with the Martinsburg Main Banking Center (the “Equipment Leases”"Real Property Lease"), and all assignable operating contracts of leases for equipment and the Banking Centers excluding any master contracts free standing ATM at Old Courthouse Square Shopping Center, Martinsburg, West Virginia (collectively, the "Equipment Leases"), and those assignable, stand-alone software licenses and leases acceptable to Purchasers (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5"Software Licenses"); (64) all safe deposit contracts and leases for the safe deposit boxes (exclusive of contents) located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); (7) all coins and currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule 1.1(b) hereto, Seller’s rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b):1.l(b) below: (1) fee simple subject to Section 1.10 hereof, all transferable right, title and interest of Seller in and to all real estate and improvements thereon at those the Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved "Real Property”"), together with all rights and appurtenances pertaining thereto; (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at on or affixed to the Real Property (the "Personal Property"); (3) all leases affecting the Banking Centers and used in conducting Seller’s business at the Banking Centers Centers, including all leases of real property (the “Personal Property”) as listed on Schedule 1.1(a)(4"Real Property Leases"), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”"); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); ; (75) all loans transferred pursuant to Section 1.4; and (6) all coins and currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, Seller’s 's rights in and to --------------- the names “Bank "NationsBank" and "Boatmen's" and any of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” their predecessor banks' names and any of Seller’s 's or Seller's predecessors corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, cost and, apart from making any reasonable repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ ' premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller Sellers will sell, assign, transfer, convey and deliver to PurchaserPurchasers, and Purchaser Purchasers will purchase from SellerSellers, all of the transferable rights, title and interests of Seller in the following assets associated with at the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b2.1 (b) below (the "Transferred Assets"): (1) fee simple subject to Section 2.10 hereof, all of Sellers' transferable right, title and interest in and to all real estate and improvements thereon at those the Banking Centers described as Preston Corners Centers, but not including any leasehold estates covered by sub-section (3) below, together with all rights and Plymouth on Schedule 1.1(a)(1) appurtenances pertaining thereto (the “Improved "Real Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located on or affixed to the Real Property or located at the leased Banking Centers and used in conducting Seller’s business Center locations, including any of such items on order at the Banking Centers Closing or subject to the terms of any Equipment Leases (the “"Personal Property”) as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5"); (63) all assignable leases affecting the Banking Centers, including all leases of real property and space in real property where Sellers are the lessee (the "Real Property Leases"), any leases of real property and space in real property where Sellers are a lessor (the "Tenant Leases") and all leases for equipment (the "Equipment Leases"), and those assignable, stand-alone software licenses and leases acceptable to Purchasers (the "Software Licenses"); (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); (75) all Loans transferred pursuant to Section 2.4; and (6) all coins and currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser Purchasers under this Agreement are (1) the proprietary merchandising equipment and other assets listed on Schedule 1.1(bEXHIBIT 2.1(b) hereto, Seller’s (2) Sellers' rights in and to the names “Bank "NationsBank" and "Barn▇▇▇" ▇▇d any of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” their predecessor banks' names and any of Seller’s Sellers' or Sellers' predecessors' corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, (3) residential mortgage servicing rights for 1-4 family residential mortgages loans at the Banking Centers, (4) any regulatory licenses or any other nonassignable licenses and trade names permits, (5) trust, brokerage, mutual fund and logos of third parties with whom Seller has contracted to provide services to its customers similar relationships and (6) proprietary NationsBank or Barn▇▇▇ ▇▇▇tware (the “"Excluded Assets”"). Seller Sellers shall coordinate with Purchaser Purchasers to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller Sellers shall remove the Excluded Assets at its their own cost, and, apart cost and using their reasonable efforts to attempt to minimize any damage as a result of such removal. Apart from making any reasonable repairs necessitated by Sellers' negligence in removing the Excluded Assets, Seller Sellers shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of PurchaserPurchasers. (c) Except for data provided pursuant to Sections 2.3, 2.4, 2.5 and 2.6, all RMMS (as defined below) data and information and any copies or extracts thereof or other data or analyses delivered therefrom, and all internal reports and data relating to, containing or derived from the operating results of Barn▇▇▇ ▇▇▇ its affiliates or any subsidiary or division or line of business thereof, whether contained in books, records or other paper format, accessed through the computer and data processing systems of Barn▇▇▇ ▇▇▇ its affiliates, or otherwise in the possession of Barn▇▇▇ ▇▇ Sellers, shall remain solely the property of Sellers, and nothing contained in this Agreement shall be construed as transferring to or vesting in Purchasers or any of Purchasers' affiliates any right or interest in or to such data and information or to grant to Purchasers any ongoing rights to the use of the RMMS or data derived therefrom. Purchasers acknowledge that Sellers shall be entitled to take all such steps prior to or following the Closing as shall be necessary in Sellers' sole discretion to effect the foregoing, including taking such actions as are necessary to ensure that all access to such information at the offices of Sellers shall be terminated as of the Closing. Purchasers shall promptly return to Sellers any such information or data described herein, which remains at any facilities transferred hereunder following the Closing.

Transferred Assets. (a) As of the Effective Time Date (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers Branch and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b):) below: (1) fee simple title to all real estate estate, and improvements thereon thereon, at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) the Branch (the “Improved "Real Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment improvements and other tangible personal property owned by Seller and located at the Banking Centers and used in conducting Seller’s business at the Banking Centers (the “"Personal Property”") as listed set forth on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to PurchaserExhibit 1.1 (a) (2) hereto; (53) all equipment leases for equipment located at the Banking Centers Branch (the “"Equipment Leases”"), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Branch as of the Effective Time Date (the “"Safe Deposit Contracts”Leases"); (75) all loans transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers as of Branch on the Effective Time Date (the “"Coins and Currency”"); and (8) 7) all merchant services accounts associated with Deposit Liabilities of Seller's rights in and to the trade name, trade mark and service mark "The Bank of Richmond Hill" (as defined in Section 1.3(athe "Trad▇ ▇ame")) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, Seller’s 's rights in and to the names “Bank of Hampton Roads,” “"The Bank of Hampton Roads,” “Gateway Park Avenue Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage" and "PAB Bankshares, Inc.,” “Gateway Investment Services", Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Branch on or prior to the Effective TimeDate. Seller shall remove the Excluded Assets at its own cost, and, apart from making cost and will promptly repair any reasonable repairs necessitated damage caused by Seller in removing the Excluded Assets; provided, Seller however, the cost of removing the name "The Park -------- ------- Avenue Bank" from any signage or any improvements to the Real Property shall be under no obligation to restore at the Banking Centers’ premises to their original condition, which shall be the responsibility expense of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests interest of Seller in the following assets associated with the Banking Centers Branches and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b) (collectively, the "Acquired Assets"): (1) fee simple title to all the leased real estate and improvements thereon at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) the Branches (the “Improved Real "Leased Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, security deposits, equipment and other tangible personal property owned by Seller and located at the Banking Centers Branches and used in conducting Seller’s 's business at the Banking Centers Branches (the “"Personal Property”) as listed on Schedule 1.1(a)(4"), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (53) all personal property leases affecting the Branches, including all equipment leases for equipment located at the Banking Centers Branches (the “"Equipment Leases”"), ; and all assignable operating contracts of the Banking Centers Branches excluding any master contracts (the “"Assignable Contracts”); ") all of which Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5Exhibit 1.1(a)(3); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Branches as of the Effective Time (the “"Safe Deposit Contracts”"); (75) all coins Loans transferred pursuant to Section 1.4; and (6) all Coins and currency Currency located at the Banking Centers Branches as of the Effective Time, including all ▇▇▇▇▇ cash, vault cash, drawer cash, automated teller machine cash and any other cash maintained at the Branches as of the Effective Time, subject to audit verification conducted by a representative of each party as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, Seller’s 's rights in and to the names “Bank of Hampton Roads"Manufacturers and Traders Trust Company,” “The Bank of Hampton Roads,” “Gateway " "M&T Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” " (including in each case any derivation thereof) and any of Seller’s 's or Partners Trust Bank's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, telephone systems, alarm systems, software, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Branches on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, using commercially reasonable care and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ Branches' premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b): (1) fee simple title subject to Section 1.10, all real estate and improvements thereon owned by Seller at those the Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved Real Property”), together with all rights and appurtenances pertaining thereto; (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the each Banking Centers Center and used in conducting Seller’s business at the Banking Centers Center (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Schedule 1.1(a)(4Exhibit 1.1(a)(3), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), ; and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); ) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5Exhibit 1.1(a)(3); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (75) all coins Loans transferred pursuant to Section 1.4; (6) all Coins and currency Currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and (8) 7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, Seller’s rights in and to the names name “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway First Virginia Bank,” “Bank of Hampton Roads Service CorporationFirst Virginia Bank-Southwest,” “Gateway Bank Mortgage, Inc.First Virginia Bank-Colonial,” and “Gateway Investment Services, Inc.First Virginia Bank-Blue Ridge,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, cost and, apart from making any reasonable repairs (i) necessitated by removing the Excluded AssetsAssets or (ii) required pursuant to the terms of the Real Property Leases, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers Center and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b): (1) fee simple title subject to Section 1.10, the real property and all real estate and improvements thereon at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (collectively, the “Improved Real Property”) at the Banking Center, together with all rights and appurtenances pertaining thereto; a more particular description of which is set forth on Exhibit 1.1(a)(1); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvementssecurity equipment, automated teller machines and other equipment and other tangible personal property owned by Seller and located at the Banking Centers and Center or used in conducting Seller’s business at the Banking Centers Center (the “Personal Property”) as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (63) [OMITTED INTENTIONALLY] (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Center as of the Effective Time (the “Safe Deposit Contracts”); (75) all Overdraft Loans (as defined in Section 1.4(a)) transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers Center as of the Effective Time (the “Coins and Currency”); and; (8) 7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above SchedulesCenter; and (8) all night depository contracts. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, Seller’s rights in and to the names name “Second Bank of Hampton Roads& Trust,” Planters Bank & Trust Company,” “The Bank of Hampton RoadsStellarOne Corporation,” “Gateway StellarOne Bank,” “Bank of Hampton Roads Service CorporationStellarOne,” “Gateway Bank Mortgageand any variant thereof, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (together, the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Center on or prior to the Effective Time. Notwithstanding the foregoing provisions, Purchaser and customers of the Banking Center may continue to use night deposit bags containing such trademarks, trade names and logos, and any keys thereto, until Purchaser replaces them, which replacement Purchaser shall effect as promptly as practicable after the Effective Time. Except as otherwise expressly provided herein, Seller shall remove the Excluded Assets at its own cost, and, apart from making and shall make any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with at the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not Facilities except as 6 otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b2.1(b) below (the "Transferred Assets"): (1) fee simple subject to Section 2.10 hereof, all of Seller's transferable right, title and interest in and to all real estate and improvements thereon at those the Banking Centers described as Preston Corners Facilities, but not including any leasehold estates covered by sub-section (3) below, together with all rights and Plymouth on Schedule 1.1(a)(1) appurtenances pertaining thereto (the “Improved "Real Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located on or affixed to the Real Property or located at the leased Banking Centers and used in conducting Seller’s business Facilities locations, including any of such items on order at the Banking Centers Closing but not including any of such items subject to the terms of any Equipment Leases (the “"Personal Property”) as listed on Schedule 1.1(a)(4"), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (53) all equipment assignable leases for equipment located at affecting the Banking Centers Facilities, including all leases of real property (the “Equipment "Real Property Leases”"), and all assignable operating contracts of the Banking Centers excluding any master contracts leases for equipment (the “Assignable Contracts”"Equipment Leases"); Equipment Leases , and Assignable Contracts are listed on Schedule 1.1(a)(5any assignable, stand-alone software licenses and leases (the "Software Licenses"); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Facilities as of the Effective Time (the “"Safe Deposit Contracts”"); (75) all Loans transferred pursuant to Section 2.4; and (6) all coins and currency located at the Banking Centers Facilities as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are (1) the assets listed on Schedule 1.1(bExhibit 2.1(b) hereto, (2) Seller’s 's rights in and to the names “Bank "NationsBank" and "Barn▇▇▇" ▇▇d any of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” their predecessor banks' names and any of NationsBank's or Seller’s 's predecessors' corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, (3) residential mortgage servicing rights for 1-4 family residential mortgage loans at the Banking Facilities if Seller is a Barn▇▇▇ subsidiary, (4) licenses and trade names permits, (5) trust, brokerage, mutual fund and logos of third parties with whom Seller has contracted to provide services to its customers similar relationships and (6) proprietary NationsBank or Barn▇▇▇ software (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Facilities on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, cost and, apart from making any reasonable repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers Center and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b):) below: (1) fee simple subject to Section 1.10 hereof, all transferable right, title and interest of Seller in and to all real estate estate, fixtures and improvements thereon at those the Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) Center (the “Improved "Real Property”"), together with all rights and appurtenances pertaining thereto; (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at on or affixed to the Banking Centers and used in conducting Seller’s business at the Banking Centers Real Property (the “"Personal Property”) as listed on Schedule 1.1(a)(4"), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (53) all leases affecting the Banking Center, including all equipment leases for equipment located at the Banking Centers Center (the “"Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5"); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Center as of the Effective Time (the “"Safe Deposit Contracts”"); (75) all loans transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers Center as of the Effective Time (the “"Coins and Currency”"). (7) all maintenance, service, operating and other contracts or agreements relating to the operation of the Banking Center (to the extent that such contracts or agreements by their terms or under applicable law are assignable to Purchaser); and (8) except as otherwise provided herein, all merchant services accounts associated with Deposit Liabilities (as defined business of the Banking Center related to the transferred assets referred to in Section 1.3(a)1.1(a) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedulesgoodwill associated therewith. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, debit and credit card merchant -------------- services agreements related to customers of the Banking Center, assets related to Seller’s 's group banking program, Seller's rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgagename "NationsBank, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” N. A. and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Center on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, cost and, apart from making any reasonable repairs necessitated by avoidable material damage to the Real Property or Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ Center premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers Branch Office and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b):) below: (1) fee simple title to all real estate and improvements thereon at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) the Branch Office (the “Improved "Real Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section Exhibit 1.1(b), the furniture, fixtures, leasehold improvements, equipment improvements and other tangible personal property owned by Seller and located at the Banking Centers and used in conducting Seller’s business at the Banking Centers (the “"Personal Property”) as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5"); (63) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Branch Office as of the Effective Time (the “"Safe Deposit Contracts”"); (74) all loans transferred pursuant to Section 1.4; (5) all coins and currency located at the Banking Centers Branch Office as of the Effective Time (the “"Coins and Currency”"); (6) Seller's rights in any equipment leased by the Seller and used at the Branch Office ("Leased Equipment") and not among the Excluded Assets; and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)7) The ATM located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above SchedulesBranch Office. (b) Excluded from the The assets, properties and rights being transferred, conveyed and assigned to Purchaser listed below are specifically excluded from the sale under this Agreement are (the assets listed on Schedule 1.1(b"Excluded Assets"): (1) hereto, Seller’s any rights in and to the names “name "Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” South" and any of Seller’s corporate Sellers' and its affiliates' and proprietary mutual funds' logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers ; and (2) the “Excluded Assets”). assets listed on Exhibit 1.l(b) hereto. (c) The Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on Branch Office at or prior to the Effective Time. The Seller shall remove remove, using reasonable efforts to limit any damage to the Branch Office premises, the Excluded Assets at its own cost, cost and, apart from making any reasonable repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ Branch Office's premises to their original conditionconditions, which shall be the responsibility of Purchaser's responsibility.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with at the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not Facilities except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b2.1(b) below (the "Transferred Assets"): (1) fee simple subject to Section 2.10 hereof, all of Seller's transferable right, title and interest in and to all real estate and improvements thereon at those the Banking Centers described as Preston Corners Facilities, but not including any leasehold estates covered by sub-section (3) below, together with all rights and Plymouth on Schedule 1.1(a)(1) appurtenances pertaining thereto (the “Improved "Real Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located on or affixed to the Real Property or located at the leased Banking Centers and used in conducting Seller’s business Facilities locations, including any of such items on order at the Banking Centers Closing but not including any of such items subject to the terms of any Equipment Leases (the “"Personal Property”) as listed on Schedule 1.1(a)(4"), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (53) all equipment assignable leases for equipment located at affecting the Banking Centers Facilities, including all leases of real property (the “Equipment "Real Property Leases”"), and all assignable operating contracts of the Banking Centers excluding any master contracts leases for equipment (the “Assignable Contracts”"Equipment Leases"); Equipment Leases , and Assignable Contracts are listed on Schedule 1.1(a)(5any assignable, stand-alone software licenses and leases (the "Software Licenses"); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Facilities as of the Effective Time (the “"Safe Deposit Contracts”"); (75) all Loans transferred pursuant to Section 2.4; and (6) all coins and currency located at the Banking Centers Facilities as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are (1) the assets listed on Schedule 1.1(bExhibit 2.l(b) hereto, (2) Seller’s 's rights in and to the names “Bank "NationsBank" and "Barn▇▇▇" ▇▇d any of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” their predecessor banks' names and any of NationsBank's or Seller’s 's predecessors' corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, (3) residential mortgage servicing rights for 1-4 family residential mortgage loans at the Banking Facilities if Seller is a Barn▇▇▇ subsidiary, (4) licenses and trade names permits, (5) trust, brokerage, mutual fund and logos of third parties with whom Seller has contracted to provide services to its customers similar relationships and (6) proprietary NationsBank or Barn▇▇▇ software (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Facilities on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, cost and, apart from making any reasonable repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. At the Closing (a) As as hereinafter defined in Paragraph 11), for the consideration hereinafter provided and in reliance upon the representations and warranties of the Effective Time (as defined in Section 2.1) and upon the terms and conditions parties set forth herein, Seller will shall sell, assign, transfer, convey and deliver assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from Seller, all of the transferable rightsright, title and interests interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b): (1) fee simple title to all real estate and improvements thereon at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the following assets (the "TRANSFERRED ASSETS"): 1.1.1 The real property leases as described on Schedule 1.1(a)(3) (owned in fee by Seller upon which the “Real Property Leases”) for undeveloped land Hospitals or any medical office buildings included in Durhamthe Hospital Businesses are situated, North Carolina and the improved land all other real property owned in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal fee by Seller including any real property owned by Seller in the Hospitals' market areas, whether developed or undeveloped, and whether or not contiguous (other than any Retained Assets) (all of which real property is identified on SCHEDULE "1. 1.1 together with all land improvements, the Hospitals, construction work-in-progress located at any Hospital Businesses, the Banking Centers medical office buildings and used in conducting Seller’s business at the Banking Centers (the “Personal Property”) as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties other buildings and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”)other improvements thereon, and all assignable operating contracts of the Banking Centers excluding any master contracts rights, privileges and easements appurtenant thereto (the “Assignable Contracts”"REAL PROPERTY"); Equipment Leases . 1.1.2 The leasehold estates of Seller, as tenant, and Assignable Contracts are listed on Schedule 1.1(a)(5); the related lease and sublease agreements (6) all safe deposit contracts including, without limitation, that certain lease dated July 10, 1982 between the City of Lander and leases for the safe deposit boxes located at the Banking Centers Lander Valley Regional Medical Center, as of the Effective Time amended (the “Safe Deposit Contracts”); (7"LANDER LEASE") all coins and currency located at regarding the Banking Centers as of the Effective Time real property comprising Lander Valley Regional Medical Center (the “Coins "LANDER PROPERTY") and Currency”); and that certain lease dated December 27, 1968 between Woodland Park Corporation and W.P.H., Inc., as amended (8) all merchant services accounts associated with Deposit Liabilities the "WOODLAND PARK LEASE") regarding the real property comprising a portion of Woodland Park Hospital (as defined in Section 1.3(athe "WOODLAND PARK PROPERTY")) located at (all such leases, including the Banking Centers. The Improved Real Property Lander Lease and the Unimproved Real Property are Woodland Park Lease shall collectively be referred to as the “Owned Real Property,” "REAL PROPERTY LEASES") with respect to the Hospital Businesses, the real property upon which such Hospital Businesses are situated and the Owned other buildings and other improvements and fixtures thereon (whether owned or leased), which Real Property Leases and the Leased Real Lander Property and Woodland Park Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed identified on Schedule 1.1(b) hereto, Seller’s rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.SCHEDULE "

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b): (1) fee simple title subject to Section 1.10, all real estate and improvements thereon owned by Seller at those the Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved "Real Property”"), together with all rights and appurtenances pertaining thereto; (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the each Banking Centers Center and used in conducting Seller’s 's business at the Banking Centers Center (the “"Personal Property”) as listed on Schedule 1.1(a)(4"), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (53) all leases affecting the Banking Centers, and all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”"), ; and all assignable operating contracts of the Banking Centers excluding any master contracts (the “"Assignable Contracts”); ") all of which Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5Exhibit 1.1(a)(3); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); (75) all Loans (as defined in Section 1.4(a)) transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and; (8) 7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property ; (8) all overdrafts associated with the Deposit Liabilities assumed by Purchaser; and (9) Seller's rights in and to the Unimproved Real Property are collectively referred to as use of the “Owned Real Property,” and current telephone numbers of the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above SchedulesBanking Centers. (b) Excluded from the All assets, properties and rights being transferredof Seller not expressly included in Section 1.1(a) are excluded from the transactions contemplated by this Agreement, conveyed and assigned to Purchaser under this Agreement are including, without limitation, the following items (the "Excluded Assets"): (1) the assets listed on Schedule 1.1(b) hereto, Seller’s rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.Exhibit 1.1

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b): (1) fee simple title subject to Section 1.10, all real estate and improvements thereon owned by Seller at those the Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved Real Property”), together with all rights and appurtenances pertaining thereto; (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the each Banking Centers and Center or used in conducting Seller’s business at the Banking Centers Center (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Schedule 1.1(a)(4Exhibit 1.1(a)(3), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), ; and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5Exhibit 1.1(a)(3); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (75) all Loans transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and; (8) 7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules; and (8) all night depository contracts. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, Seller’s rights in and to the names “Bank of Hampton RoadsFNB Southeast,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service FNB Financial Services Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway FNB Southeast Investment Services, Inc.,” “Gateway Insurance ServicesFNB Southeast Mortgage Corporation” and “Black Diamond Savings Bank, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHRFSB” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (together, the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ Centers premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b):) below: (1) fee simple title subject to Section 1.10, all real estate and improvements thereon at those upon which the Banking Centers described as Preston Corners are operated, together with all rights and Plymouth on Schedule 1.1(a)(1) (the “Improved Real Property”)appurtenances pertaining thereto; (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the each Banking Centers Center and used in conducting Seller’s the business at the Banking Centers as of the Effective Time (the “Personal Property”); (3) all leases affecting the Banking Centers, including all leases of real property (the “Real Property Leases”) as listed on Schedule 1.1(a)(4Exhibit 1.1(a)(3), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), ; and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); ) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5Exhibit 1.1(a)(3); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “Safe Deposit Contracts”); (75) all coins Loans transferred pursuant to Section 1.4; (6) all Coins and currency Currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); and (8) 7) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, Seller’s rights in and to the names name “Planters Bank”, “Planters Bank & Trust Company” and “Planters Bank & Trust Company of Hampton RoadsVirginia,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers Center and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection Section 1.1(b) below (the "Assets"): (1) fee simple title to all the real estate and improvements thereon at those the Banking Centers Center as described as Preston Corners and Plymouth on in Schedule 1.1(a)(1) to this Agreement (the “Improved "Real Property”"), together with all rights and appurtenances pertaining thereto; (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at on or affixed to the Banking Centers and used in conducting Seller’s business at Real Property (collectively, the Banking Centers (the “"Personal Property”) as listed on Schedule 1.1(a)(4"), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (53) all those certain equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are Center listed on Schedule 1.1(a)(51.1(a)(3) (the "Equipment Leases"); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Center as of the Effective Time (the “"Safe Deposit Contracts”"); (75) all Loans as defined herein and transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers Center as of the Effective Time (the “"Coins and Currency”"); (7) all records of Seller pertaining to the Loans, all deposit accounts, and any other customer relationships transferred to Purchaser; (8) Seller's rights in and to the use of the current telephone number of the Banking Center ((▇▇▇) ▇▇▇-▇▇▇▇); and (8) 9) Seller's rights under any and all merchant services accounts associated with Deposit Liabilities maintenance contracts and warranties and any other contractual rights pertaining to the Personal Property (as defined in Section 1.3(athe "Contracts")) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule 1.1(b) hereto, debit and credit card merchant services agreements related to customers of the Banking Center, Seller’s 's rights in and to the names “name "First Bank", "First Savings Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage▇▇▇▇▇ County, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” SSB" and any of Seller’s 's corporate logos, trademarks, trademarks and trade names, and signs, paper stock, forms and other supplies containing such name and any such logos, trademarks or trade namesnames (collectively, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Center on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, cost and, apart from making any reasonable repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ Center's premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b): (1) fee simple title to all real estate and improvements thereon at those the Banking Centers Center described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases lease as described on Schedule 1.1(a)(3) (the “Real Property LeasesLease”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases lease (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the Banking Centers and used in conducting Seller’s business at the Banking Centers (the “"Personal Property”") as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”"), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “"Assignable Contracts”"); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (6) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”");; and (7) all coins and currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule 1.1(b) hereto, Seller’s 's rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ ' premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with at the Banking Centers and identified in this Agreement and the Schedules and Exhibits heretoBranch Offices, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(bsubsection (b) below (collectively, the "Transferred Assets"): (1) fee simple subject to Section 2.10 hereof, all of Seller's transferable right, title and interest in and to all real estate and improvements thereon at those Banking Centers described the Branch Offices, but not including any leasehold estates covered by subsection (3) below, together with all rights and appurtenances pertaining thereto (as Preston Corners and Plymouth listed on Schedule 1.1(a)(1) (Exhibit 2.1(a)(1), the “Improved "Real Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located on or affixed to the Real Property or located at the Banking Centers and used in conducting Seller’s business at the Banking Centers leased Branch Office locations (the “Personal Property”) as listed on Schedule 1.1(a)(4Exhibit 2.1(a)(2), together with any manufacturer’s warranties and maintenance or service agreements thereon that are subject to adjustment as a result of changes in effect on the Closing Date and are assignable to Purchaserordinary course of business of the Branch Offices, the "Personal Property"); (53) all equipment assignable leases affecting the Branch Offices, including (i) all leases of real property and space in Real Property where Seller is the lessee (as listed on Exhibit 2.1(a)(3)(i), the "Real Property Leases"), (ii) any leases of real property and space in Real Property where Seller is a lessor (as listed on Exhibit 2.1(a)(3)(ii), the "Tenant Leases") and (iii) all leases for equipment located at the Banking Centers Branch Offices (the “Equipment Leases”as listed on Exhibit 2.1(a)(3)(iii), and all assignable operating contracts subject to adjustment as a result of changes in the ordinary course of business of the Banking Centers excluding any master contracts (Branch Offices, the “Assignable Contracts”); "Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5Leases"); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Branch Offices as of the Effective Time (as listed on Exhibit 2.1(a)(4), and subject to adjustment as a result of changes in the “ordinary course of business of the Branch Offices, the "Safe Deposit Contracts”"); (75) all Loans transferred pursuant to Section 2.4; and (6) all coins and currency located at the Banking Centers Branch Offices as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are (i) the proprietary merchandising equipment and other assets listed on Schedule 1.1(b) hereto, Seller’s rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.Exhibit 2.1

Transferred Assets. (a) As of the “Effective Time Time” (as defined in Section 2.13.1 below) and upon the terms and conditions set forth herein, Seller Sellers will sell, assign, transfer, convey convey, and deliver to Purchaser, Purchaser and Purchaser will purchase from SellerSellers, all of the transferable rightsSellers’ right, title title, and interests of Seller interest in and to the following assets associated with located at or attributed to the Banking Centers and identified in this Agreement and the Schedules and Exhibits heretoBank Branch, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(bparagraph 2.1(b) below (collectively, the “Transferred Assets”): (1) fee simple title the furniture, fixtures, leasehold improvements, equipment, and other tangible personal property located on or affixed to all real estate and improvements thereon the leased Bank Branch location, including, any of such items on order at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) the Closing or subject to the terms of any Equipment Leases (collectively, the “Improved Real Personal Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Landthe assignable lease affecting the Bank Branch, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (including the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the lease of real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real PropertyLease”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the Banking Centers and used in conducting Seller’s business at the Banking Centers (the “Personal Property”) as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are all assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (collectively, the “Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts those assignable, stand-alone software licenses and leases acceptable to Purchaser (the “Assignable ContractsSoftware Licenses”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (63) all safe deposit contracts and leases for the safe deposit boxes (exclusive of contents) located at the Banking Centers Bank Branch as of the Effective Time (the “Safe Deposit Contracts”); (74) all coins and currency located at the Banking Centers Bank Branch as of the Effective Time (the “Coins and Currency”); and (8) 5) all merchant services accounts associated with Deposit Liabilities assignable operating contracts of the Bank Branch listed on Exhibit 2.1(a) (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above SchedulesOperating Contracts”). (b) Excluded The following items shall be excluded from the Transferred Assets (collectively, the “Excluded Assets”): (1) the proprietary merchandising equipment and other assets, properties including without limitation, the teller system, the phone system and rights being transferredthe control panel for the security systems, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule 1.1(bExhibit 2.1(b)(1) hereto, Seller’s ; (2) Sellers’ rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHRUnizan” and any of Seller’s their predecessor banks’ names and any of Sellers’ or Sellers’ predecessors’ corporate logos, trademarks, trade names, signs, paper stockstock forms, forms and other supplies containing any such logos, trademarks trademarks, or trade names; (3) any regulatory licenses or any other nonassignable licenses and permits; (4) proprietary Sellers’ software; (5) Sellers’ line of business which deals in merchant services for credit and debit card processing; (6) Sellers’ credit card program with MBNA American Bank, N.A., and trade names all rights, duties, obligations and logos relationships arising in connection herewith; (7) all loans including, but not limited to, mortgage loans, consumer loans and commercial loans, secured or unsecured and credit cards; and, (8) all contracts or agreements which create, modify, or govern Unizan Bank’s fiduciary and non-fiduciary trust, custody, (excluding individual retirement account custodial agreements), estate administration, and guardian administration accounts and any rights of third parties Unizan Bank to the physical assets of such accounts or to hold the physical assets of such accounts in accordance with whom Seller has contracted to provide services to its customers (the “Excluded Assets”)relevant trust agreement. Seller Sellers shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Bank Branch on or prior to the Effective Time. Seller Sellers shall remove the Excluded Assets at its their own cost, and, apart cost and using their reasonable efforts to attempt to minimize any damage as a result of such removal. Apart from making any reasonable repairs necessitated by Sellers’ negligence in removing the Excluded Assets, Seller Sellers shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rightsSeller’s right, title and interests of Seller interest in and to the following assets associated with at the Banking Centers and identified in this Agreement and the Schedules and Exhibits heretoCenters, and not except as otherwise excluded from sale pursuant to the provisions of Subsection 1.1(bsubsection (b) below (collectively, the "Transferred Assets"): (1) fee simple title to all of the Seller's real estate and improvements thereon at those the Groveton and North Woodstock, New Hampshire Banking Centers as more particularly described as Preston Corners and Plymouth on Schedule 1.1(a)(1) 2.1(a)(1)-1 and Schedule 2.1(a)(1)-2, respectively, together with all rights and appurtenances pertaining thereto (the “Improved "Owned Real Property”"); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to lease of space for the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in DurhamLittleton, North Carolina and the improved land in Chapel Hill, North CarolinaNew Hampshire Banking Center, as more particularly described in on Schedule 2.1(a)(2), with respect to which Seller is the lessee under the Banking Center Lease, including any leasehold improvements to which the tenant is entitled under such leases (the “Leased Real Property”);lease, (43) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller located on or affixed to the Real Property and listed on Schedule 2.1(a)(3) or located at the Banking Centers and used in conducting Seller’s business at Centers, other than the Banking Centers (the “Excluded Personal Property”) as Property listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”2.1(b), and all assignable operating contracts subject to adjustment as a result of changes in the ordinary course of business of the Banking Centers excluding any master contracts (Centers, the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5"Personal Property"); (64) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (as listed on Schedule 2.1(a)(4) as of December 31, 2010), and subject to adjustment as a result of changes in the “ordinary course of business of the Banking Centers, the "Safe Deposit Contracts”"); (75) all Deposit Related Loans and Other Loans transferred pursuant to Section 2.4; (6) all coins and currency located at the Banking Centers as of the Effective Time, including vault cash, ATM cash, ▇▇▇▇▇ cash and teller’s cash (the "Coins and Currency"). At the close of business on the Closing Date (as hereinafter defined) Seller and Purchaser shall conduct an inventory of the Coins and Currency at the Banking Centers and shall prepare a schedule of cash listing the amount and location of the Seller’s Coins and Currency as of the Effective Time (the “Coins and CurrencySchedule of Cash”); (7) all Commitments; and (8) all merchant services accounts associated with books, records, instruments, agreement, files and original documents relating to or evidencing the Transferred Assets and Assumed Liabilities, including all records relating to the Deposit Liabilities (as defined in Section 1.3(a)) located at and Loans or otherwise relating to the Employee, Personal Property or the Real Property of the Banking Centers. The Improved Real Property and Centers (collectively, the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules"Records"). (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are (i) the assets personal property listed on Schedule 1.1(b2.1(b) heretohereto (the “Excluded Personal Property”), (ii) Seller’s 's rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” its name and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, (iii) any regulatory licenses or any other nonassignable licenses and trade names permits, (iv) any proprietary Seller software and logos computer equipment, (v) any Excluded Loans, (vi) any rights of third parties with whom Seller has contracted under that certain License Agreement, dated June 6, 1994, by and between Pemigewasset National Bank and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, which Seller and Purchaser acknowledge will lapse by its own terms, upon Closing, when Seller, as successor in interest to provide services Pemigewasset National Bank, ceases to its customers operate a banking business on the premises described therein, and (vii) any other assets which are not the “subject of this Agreement as listed in Section 2.1(a) hereof (collectively, the "Excluded Assets”"). Notwithstanding the foregoing, all framing and structural elements for interior and exterior signage at the Banking Centers shall be included in the Transferred Assets, and only the removable portion of such signage containing Seller’s name and/or logo shall be considered part of the Excluded Assets. Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior pursuant to the Effective TimeSection 7.9 hereof. Seller shall remove the Excluded Assets at its own cost, and, apart Apart from making any reasonable repairs necessitated by Seller's negligence in removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser. (c) Except for the Records and data provided pursuant to Sections 2.3, 2.4, 2.5 and 2.6, or as called for under Article VII, all internal reports and data relating to, containing or derived from the operating results of Seller and its affiliates or any subsidiary or division or line of business thereof, whether contained in books, Records or other paper format accessed through the computer and data processing systems of Seller and its affiliates, or otherwise in the possession of Seller, shall remain solely the property of Seller, and nothing contained in this Agreement shall be construed as transferring to or vesting in Purchaser any right or interest in or to such data and information. Purchaser acknowledges that Seller shall be entitled to take all such steps prior to or following the Effective Time as shall be necessary in Seller's reasonable discretion to effect the foregoing, including taking such reasonable actions as are necessary to ensure that all access to such information at the offices of Seller shall be terminated as of the Effective Time. Upon Seller’s request, Purchaser shall promptly return to Seller any such information or data described herein which remains at the Banking Centers transferred following the Effective Time. (d) As of the Effective Time and subject to the terms and conditions hereof, Purchaser shall receive and accept all of the Transferred Assets assigned, transferred, conveyed, and delivered to Purchaser by Seller.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b): (1) fee simple title to all real estate and improvements thereon at those Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North Carolina, as more particularly described in such leases (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the Banking Centers and used in conducting Seller’s business at the Banking Centers (the “"Personal Property”") as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “"Equipment Leases”"), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “"Assignable Contracts”"); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (6) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the “"Safe Deposit Contracts”"); (7) all coins and currency located at the Banking Centers as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule 1.1(b) hereto, Seller’s 's rights in and to the names “Bank of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ ' premises to their original condition, which shall be the responsibility of Purchaser.

Transferred Assets. (a) As of the Effective Time (as defined in Section 2.12.1 below) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers Center and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded from sale pursuant to the provisions of Subsection 1.1(b):1.1 (b) below: (1) fee simple subject to Section 1.10 hereof, all right, title and interest of Seller in and to all real estate and improvements thereon at those the Banking Centers described as Preston Corners and Plymouth on Schedule 1.1(a)(1) (the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land, Brier Creek Land and Wakefield Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property leases as described on Schedule 1.1(a)(3) (the “Real Property Leases”) for undeveloped land in Durham, North Carolina and the improved land in Chapel Hill, North CarolinaCenter, as more particularly described in such leases on Exhibit 1.1(a)(1) (the “Leased "Real Property”"), together with all rights and appurtenances pertaining thereto; (42) except as provided in Section 1.1(b1. l(b), all right, title and interest of Seller in the furniture, fixtures, leasehold improvements, equipment equipment, permits, licenses, warranties, certificates and other tangible personal property owned by Seller and located at on or affixed to the Banking Centers and used in conducting Seller’s Real Property or related to the business at the Banking Centers Center (the “"Personal Property”) as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”), and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5"); (63) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers Center as of the Effective Time (the “"Safe Deposit Contracts”"); (74) all loans transferred pursuant to Section 1.4; and (5) all coins and currency located at the Banking Centers Center as of the Effective Time (the “"Coins and Currency”"); and (8) all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Schedule Exhibit 1.1(b) hereto, which list may be amended by the -------------- mutual agreement of Seller and Purchaser, debit and credit card merchant services agreements related to customers of the Banking Center, Seller’s 's rights in and to the names “name "Security Bank and Trust Company of Hampton Roads,” “The Bank of Hampton Roads,” “Gateway Bank,” “Bank of Hampton Roads Service Corporation,” “Gateway Bank Mortgage, Inc.,” “Gateway Investment Services, Inc.,” “Gateway Insurance Services, Inc.,” “Gateway Title Agency, Inc.,” “GBTC, Inc.,” “GBTC-VA, Inc.,” “BHR” Albany" and any of Seller’s 's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “"Excluded Assets”"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Centers Center on or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost, and, apart from making cost and shall repair any reasonable repairs necessitated damage to the Real Property and Personal Property caused by removing the removal of the Excluded Assets, Seller shall be under no obligation to restore the Banking Centers’ premises to their original condition, which shall be the responsibility of Purchaser.