Common use of Agreement of Affiliates Clause in Contracts

Agreement of Affiliates. ONSB has disclosed in Section 8.11 of the ONSB Disclosure Memorandum each Person whom it reasonably believes to be an "affiliate" of ONSB for purposes of Rule 145 under the 1933 Act. ONSB shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB not later than thirty (30) days prior to the Effective Time, an Affiliate Agreement in substantially the form of Exhibit 2 (an "Affiliate Agreement"), providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Common Stock held by such Person, except as contemplated by such Affiliate Agreement or by this Agreement, and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Common Stock to be received by such Person upon consummation of the Merger, except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of the SEC, shares of LSB Common Stock issued to such affiliates of ONSB in exchange for shares of ONSB Common Stock shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement referred to in this Section 8.11 (and LSB shall be entitled to place restrictive legends upon certificates for shares of LSB Common Stock issued to affiliates of ONSB pursuant to this Agreement to enforce the provisions of this Section 8.11). LSB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Common Stock by such affiliates.

Agreement of Affiliates. ONSB Magna has disclosed in Section 8.11 8.12 of the ONSB Magna Disclosure Memorandum each Person all Persons whom it reasonably believes to be is an "affiliate" of ONSB Magna for purposes of Rule 145 under the 1933 Act. ONSB Magna shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB UPC not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Magna Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB UPC Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" interests accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB UPC Common Stock issued to such affiliates of ONSB Magna in exchange for shares of ONSB Magna Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB UPC shall be entitled to place restrictive legends upon certificates for shares of LSB UPC Common Stock issued to affiliates of ONSB Magna pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB UPC Common Stock by such affiliates.

Agreement of Affiliates. ONSB West Coast has disclosed in Section 8.11 8.14 of the ONSB West Coast Disclosure Memorandum each Person all Persons whom it reasonably believes to be an are "affiliateaffiliates" of ONSB West Coast for purposes of Rule 145 under the 1933 Act. ONSB West Coast shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB FNB not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB West Coast Common Stock Shares held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB FNB Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB FNB and ONSB West Coast have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB FNB Common Stock issued to such affiliates of ONSB West Coast in exchange for shares of ONSB West Coast Common Stock Shares shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB FNB and ONSB West Coast have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 (and LSB FNB shall be entitled to place restrictive legends upon certificates for shares of LSB FNB Common Stock issued to affiliates of ONSB West Coast pursuant to this Agreement to enforce the provisions of this Section 8.11). LSB FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB FNB Common Stock by such affiliates.

Agreement of Affiliates. ONSB Subject Company has disclosed in Section 8.11 8.10 of the ONSB Subject Company Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB Subject Company as of the date of this Agreement for purposes of Rule 145 under the 1933 Act. ONSB Subject Company shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Parent not later than thirty (30) 40 days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Subject Company Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Parent Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Parent and ONSB Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" interests accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB Parent Common Stock issued to such affiliates of ONSB Subject Company in exchange for shares of ONSB Subject Company Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Parent and ONSB Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.10 (and LSB Parent shall be entitled to place restrictive legends upon certificates for shares of LSB Parent Common Stock issued to affiliates of ONSB Subject Company pursuant to this Agreement to enforce the provisions of this Section 8.118.10). LSB Parent shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Parent Common Stock by such affiliates.

Agreement of Affiliates. ONSB PSHC has disclosed in Section 8.11 8.13 of the ONSB PSHC Disclosure Memorandum each Person all Persons whom it reasonably believes to be is an "affiliate" of ONSB PSHC for purposes of Rule 145 under the 1933 Act. ONSB PSHC shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB not later than thirty (30) days prior to Seacoast upon the Effective Timeexecution of this Agreement a written agreement, an Affiliate Agreement substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB PSHC Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Seacoast Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Seacoast and ONSB PSHC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB Seacoast Common Stock issued to such affiliates of ONSB PSHC in exchange for shares of ONSB PSHC Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Seacoast and ONSB PSHC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.13 (and LSB Seacoast shall be entitled to place restrictive legends upon certificates for shares of LSB Seacoast Common Stock issued to affiliates of ONSB PSHC pursuant to this Agreement to enforce the provisions of this Section 8.118.13; provided that Seacoast removes such legends at the appropriate time). LSB Seacoast shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Seacoast Common Stock by such affiliates.

Agreement of Affiliates. ONSB Triangle has disclosed in Section 8.11 of the ONSB Triangle Disclosure Memorandum each Person whom it reasonably believes to may be deemed an "affiliate" of ONSB Triangle for purposes of Rule 145 under the 1933 Act. ONSB Triangle shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Centura not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, in substantially the form of Exhibit 2 (an "Affiliate Agreement")4, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Triangle Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Centura Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Centura and ONSB Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB Centura Common Stock issued to such affiliates of ONSB Triangle in exchange for shares of ONSB Triangle Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Centura and ONSB Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 (and LSB Centura shall be entitled to place restrictive legends upon certificates for shares of LSB Centura Common Stock issued to affiliates of ONSB Triangle pursuant to this Agreement to enforce the provisions of this Section 8.11). LSB Centura shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Centura Common Stock by such affiliates.

Agreement of Affiliates. ONSB Magna has disclosed in Section 8.11 8.13 of the ONSB Magna Disclosure Memorandum each Person whom it reasonably believes to may be deemed an "affiliate" of ONSB Magna for purposes of Rule 145 under the 1933 Act. ONSB Magna shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB UPC not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Magna Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB UPC Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB UPC Common Stock issued to such affiliates of ONSB Magna in exchange for shares of ONSB Magna Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.13 (and LSB UPC shall be entitled to place restrictive legends upon certificates for shares of LSB UPC Common Stock issued to affiliates of ONSB Magna pursuant to this Agreement to enforce the provisions of this Section 8.118.13). LSB UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB UPC Common Stock by such affiliates.

Agreement of Affiliates. ONSB FFC has disclosed in Section 8.11 7.12 of the ONSB FFC ----------------------- Disclosure Memorandum each Person all persons whom it reasonably believes to be is an "affiliate" of ONSB FFC for purposes of Rule 145 under the 1933 Act. ONSB FFC shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB NCBC not later than thirty (30) days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")7.12, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB FFC Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of LSB NCBC Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) days of combined operations of LSB NCBC and ONSB FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" interests accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB NCBC Common Stock issued to such affiliates of ONSB FFC in exchange for shares of ONSB FFC Common Stock shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB NCBC and ONSB FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 7.12 (and LSB NCBC shall be entitled to place customary restrictive legends upon certificates for shares of LSB NCBC Common Stock issued to affiliates of ONSB FFC pursuant to this Agreement and to enforce the provisions of this Section 8.117.12). LSB NCBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB NCBC Common Stock by such affiliates. NCBC will not unreasonably withhold its consent for the removal of such restrictive legends under appropriate circumstances.

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

Agreement of Affiliates. ONSB Ambanc has disclosed in Section 8.11 8.12 of the ONSB Ambanc Disclosure Memorandum each Person whom it reasonably believes to may be deemed an "affiliate" of ONSB Ambanc for purposes of Rule 145 under the 1933 Act. ONSB Ambanc shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB UPC not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Ambanc Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB UPC Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Ambanc have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB UPC Common Stock issued to such affiliates of ONSB Ambanc in exchange for shares of ONSB Ambanc Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Ambanc have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB UPC shall be entitled to place restrictive legends upon certificates for shares of LSB UPC Common Stock issued to affiliates of ONSB Ambanc pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB UPC Common Stock by such affiliates.

Agreement of Affiliates. ONSB First Coastal has disclosed in Section 8.11 8.12 of the ONSB First Coastal Disclosure Memorandum each Person whom it reasonably believes to may be deemed an "affiliate" of ONSB First Coastal for purposes of Rule 145 under the 1933 Act. ONSB First Coastal shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Centura not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB First Coastal Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Centura Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Centura and ONSB First Coastal have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB Centura Common Stock issued to such affiliates of ONSB First Coastal in exchange for shares of ONSB First Coastal Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Centura and ONSB First Coastal have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB Centura shall be entitled to place restrictive legends upon certificates for shares of LSB Centura Common Stock issued to affiliates of ONSB First Coastal pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB Centura shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Centura Common Stock by such affiliates.

Agreement of Affiliates. ONSB Xxxxx has disclosed in Section 8.11 8.12 of the ONSB Xxxxx Disclosure Memorandum each Person all Persons whom it reasonably believes to be is an "affiliate" of ONSB Xxxxx for purposes of Rule 145 under the 1933 Act. ONSB Xxxxx shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Savannah not later than thirty (30) 30 days prior to after the Effective Timedate of this Agreement, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")4, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Xxxxx Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Savannah Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, if the Merger is accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Savannah and ONSB Xxxxx have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify is accounted for "using the pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations interests method of the SECaccounting, shares of LSB Savannah Common Stock issued to such affiliates of ONSB Xxxxx in exchange for shares of ONSB Xxxxx Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Savannah and ONSB Xxxxx have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB Savannah shall be entitled to place restrictive legends upon certificates for shares of LSB Savannah Common Stock issued to affiliates of ONSB Xxxxx pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB Savannah shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Savannah Common Stock by such affiliates.

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

Agreement of Affiliates. ONSB First United has disclosed in Section 8.11 8.9 of the ONSB First United Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB First United for purposes of Rule 145 under the 1933 Act. ONSB First United shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Regions not later than thirty (30) 30 days prior to the Effective TimeTime a written agreement, an Affiliate Agreement substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")20"ex_affil_agr0ex_affil_agr, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB First United Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Regions Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB First United have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB Regions Common Stock issued to such affiliates of ONSB First United in exchange for shares of ONSB First United Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB First United have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.9 (and LSB Regions shall be entitled to place restrictive legends upon certificates for shares of LSB Regions Common Stock issued to affiliates of ONSB First United pursuant to this Agreement to enforce the provisions of this Section 8.118.9). LSB Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Regions Common Stock by such affiliates.

Agreement of Affiliates. ONSB CommerceSouth has disclosed in Section 8.11 of the ONSB Disclosure Memorandum Previously Disclosed to BancTrust each Person whom who it reasonably believes to may be deemed an "affiliate" of ONSB A affiliate@ for purposes of Rule 145 under the 1933 Act. ONSB CommerceSouth shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB BancTrust not later than thirty (30) days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB CommerceSouth Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB BancTrust Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) days thereunder. Shares of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of the SEC, shares of LSB BancTrust Common Stock issued to such affiliates of ONSB CommerceSouth in exchange for shares of ONSB CommerceSouth Common Stock (and shares of BancTrust Common Stock held by persons who are "affiliates" of BancTrust) shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB BancTrust shall be entitled to place restrictive legends upon certificates for shares of LSB BancTrust Common Stock issued to affiliates of ONSB CommerceSouth pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12) except as provided herein. LSB BancTrust shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB BancTrust Common Stock by such affiliates.

Agreement of Affiliates. ONSB Magna has disclosed in Section 8.11 8.l3 of the ONSB Magna Disclosure Memorandum each Person whom it reasonably believes to behaves may be deemed an "affiliate" of ONSB Magna for purposes of Rule 145 under the 1933 Act. ONSB Magna shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB UPC not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Magna Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB UPC Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policiespolicies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB UPC Common Stock issued to such affiliates of ONSB Magna in exchange for shares of ONSB Magna Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.13 (and LSB UPC shall be entitled to place restrictive legends upon certificates for shares of LSB UPC Common Stock issued to affiliates of ONSB Magna pursuant to this Agreement to enforce the provisions of this Section 8.118.13). LSB UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB UPC Common Stock by such affiliates.

Agreement of Affiliates. ONSB Subject Company has disclosed in Section 8.11 8.10 of the ONSB Subject Company Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB Subject Company as of the date of this Agreement for purposes of Rule 145 under the 1933 Act. ONSB Subject Company shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Parent not later than thirty (30) 40 days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Subject Company Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Parent Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Parent and ONSB Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" interests accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB Parent Common Stock issued to such affiliates of ONSB Subject Company in exchange for shares of ONSB Subject Company Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Parent and ONSB Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.10 (and LSB Parent shall be entitled to place restrictive legends upon certificates for shares of LSB Parent Common Stock issued to affiliates of ONSB Subject Company pursuant to this Agreement to enforce the provisions of this Section 8.118.10). LSB Parent shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Parent Common Stock by such affiliates.

Agreement of Affiliates. ONSB has disclosed in Section 8.11 of the ONSB Disclosure Memorandum each Person whom it reasonably believes to be an "affiliate" of ONSB for purposes of Rule 145 under the 1933 Act. ONSB PSB shall use its commercially reasonable best efforts to cause each such Person who is an "affiliate" within the meaning of SEC Rule 145 to execute and deliver to LSB SAB not later than thirty (30) days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB PSB Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB SAB Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) days of combined operations of LSB MCB and ONSB PSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" of- interests accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB SAB Common Stock issued to such affiliates of ONSB PSB in exchange for shares of ONSB PSB Common Stock (and shares of SAB Common Stock held by persons who are "affiliates" of SAB) shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB MCB and ONSB PSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate Affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.9 (and LSB SAB shall be entitled to place restrictive legends upon certificates for shares of LSB SAB Common Stock issued to affiliates Affiliates of ONSB PSB pursuant to this Agreement to enforce the provisions of this Section 8.118.9). LSB SAB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB SAB Common Stock by such affiliatesAffiliates.

Agreement of Affiliates. ONSB Southwest has disclosed dis- closed in Section 8.11 8.12 of the ONSB Southwest Disclosure Memorandum each Person all Persons whom it reasonably believes to be an are "affiliateaffiliates" of ONSB Southwest for purposes of Rule 145 under the 1933 Act. ONSB South- west shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB FNB not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Southwest Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise oth- erwise dispose of the shares of LSB FNB Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance com- pliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial xxxxx- cial results covering at least thirty (30) 30 days of combined operations of LSB FNB and ONSB Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB FNB Common Stock issued to such affiliates of ONSB Southwest in exchange for shares of ONSB Southwest Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB FNB and ONSB Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting PoliciesPoli- cies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB FNB shall be entitled to place restrictive legends upon certificates certifi- xxxxx for shares of LSB FNB Common Stock issued to affiliates of ONSB Southwest pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB FNB Common Stock by such affiliatesaf- filiates.

Agreement of Affiliates. ONSB Leader has disclosed in Section 8.11 8.12 of the ONSB Leader Disclosure Memorandum each Person all Persons whom it reasonably believes to be is an "affiliate" of ONSB Leader for purposes of Rule 145 under the 1933 Act. ONSB Leader shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB UPC not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")4, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Leader Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB UPC Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Leader have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" interests accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB UPC Common Stock issued to such affiliates of ONSB Leader in exchange for shares of ONSB Leader Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB UPC and ONSB Leader have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB UPC shall be entitled to place restrictive legends upon certificates for shares of LSB UPC Common Stock issued to affiliates of ONSB Leader pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB UPC Common Stock by such affiliates.

Agreement of Affiliates. ONSB CommerceSouth has disclosed in Section 8.11 of the ONSB Disclosure Memorandum Previously Disclosed to BancTrust each Person whom who it reasonably believes to may be deemed an "“affiliate" of ONSB ” for purposes of Rule 145 under the 1933 Act. ONSB CommerceSouth shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB BancTrust not later than thirty (30) days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB CommerceSouth Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB BancTrust Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) days thereunder. Shares of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of the SEC, shares of LSB BancTrust Common Stock issued to such affiliates of ONSB CommerceSouth in exchange for shares of ONSB CommerceSouth Common Stock (and shares of BancTrust Common Stock held by persons who are “affiliates” of BancTrust) shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB BancTrust shall be entitled to place restrictive legends upon certificates for shares of LSB BancTrust Common Stock issued to affiliates of ONSB CommerceSouth pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12) except as provided herein. LSB BancTrust shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB BancTrust Common Stock by such affiliates.

Agreement of Affiliates. ONSB First National has disclosed in Section 8.11 8.12 of the ONSB First National Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB First National for purposes of Rule 145 under the 1933 Act. ONSB First National shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Regions not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, in substantially the form of Exhibit 2 (an "Affiliate Agreement")3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB First National Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Regions Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB First National have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB Regions Common Stock issued to such affiliates of ONSB First National in exchange for shares of ONSB First National Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB First National have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB Regions shall be entitled to place restrictive legends upon certificates for shares of LSB Regions Common Stock issued to affiliates of ONSB First National pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Regions Common Stock by such affiliates.

Agreement of Affiliates. ONSB Southwest has disclosed in Section 8.11 8.12 of the ONSB Southwest Disclosure Memorandum each Person all Persons whom it reasonably believes to be an are "affiliateaffiliates" of ONSB Southwest for purposes of Rule 145 under the 1933 Act. ONSB Southwest shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB FNB not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Southwest Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB FNB Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB FNB and ONSB Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB FNB Common Stock issued to such affiliates of ONSB Southwest in exchange for shares of ONSB Southwest Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB FNB and ONSB Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB FNB shall be entitled to place restrictive legends upon certificates for shares of LSB FNB Common Stock issued to affiliates of ONSB Southwest pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB FNB Common Stock by such affiliates.

Agreement of Affiliates. ONSB Company has disclosed in Section 8.11 9.12 of the ONSB ----------------------- Company and Shareholder Disclosure Memorandum each Person all Persons whom it reasonably believes to be is an "affiliate" of ONSB Company or Nonpareil for purposes of Rule 145 under the 1933 Act. ONSB Each of Company and Nonpareil shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Acquiror not later than thirty (30) 5 days prior to after the Effective Timedate of this Agreement, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")4, providing that such Person will not sell, pledge, transfer, or --------- otherwise dispose of the shares of ONSB Company Capital Stock or Nonpareil Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Acquiror Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, since the Merger will be accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Acquiror, Company and ONSB Nonpareil have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that Since the Merger will qualify be accounted for "using the pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations interests method of the SECaccounting, shares of LSB Acquiror Common Stock issued to such affiliates of ONSB Company in exchange for shares of ONSB Company Capital Stock and Nonpareil Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Acquiror, Company and ONSB Nonpareil have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 9.12 (and LSB Acquiror shall be entitled to place restrictive legends upon certificates for shares of LSB Acquiror Common Stock issued to affiliates of ONSB Company and Nonpareil pursuant to this Agreement to enforce the provisions of this Section 8.119.12). LSB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Common Stock by such affiliates.

Agreement of Affiliates. ONSB PALFED has disclosed in Section 8.11 0.9 of the ONSB PALFED Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB PALFED for purposes of Rule 145 under the 1933 Act. ONSB PALFED shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Regions not later than thirty (30) 30 days prior to the Effective TimeTime a written agreement, an Affiliate Agreement substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")30, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB PALFED Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Regions Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB PALFED have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB Regions Common Stock issued to such affiliates of ONSB PALFED in exchange for shares of ONSB PALFED Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB PALFED have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.9 (and LSB Regions shall be entitled to place restrictive legends upon certificates for shares of LSB Regions Common Stock issued to affiliates of ONSB PALFED pursuant to this Agreement to enforce the provisions of this Section 8.118.9). LSB Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Regions Common Stock by such affiliates.

Agreement of Affiliates. ONSB FSB has disclosed in Section 8.11 8.9 of the ONSB FSB ----------------------- Disclosure Memorandum each Person all Persons whom it reasonably believes is an "affiliate" --------------------- of FSB for purposes of Rule 145 under the 1933 Act, and CBC has disclosed in Section 8.9 of the CBC Disclosure Memorandum all Persons whom it reasonably --------------------- believes to be an "affiliate" of ONSB CBC for purposes of Rule 145 under the 1933 Act. ONSB Each of CBC and FSB shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB CBC and FSB, not later than thirty (30) days prior after the date of this Agreement, a written agreement, substantially in the form of Exhibit 1 --------- as to the Effective TimeAffiliates of FSB, an Affiliate Agreement and substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")as to --------- Affiliates of CBC, providing that such Person will not sell, pledge, transfer, transfer or otherwise dispose of the shares of ONSB FSB Common Stock and/or CBC Common Stock, as applicable, held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of LSB Surviving Corporation Common Stock to be received by such Person held upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policiesthereunder. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of the SEC, shares of LSB Common Stock issued to such affiliates of ONSB in exchange for shares of ONSB Common Stock shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement referred to in this Section 8.11 (and LSB The Surviving Corporation shall be entitled to place restrictive legends upon certificates for shares of LSB Surviving Corporation Common Stock issued to affiliates Affiliates of ONSB FSB pursuant to this Agreement to enforce the provisions of this Section 8.11)8.9. LSB CBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Surviving Corporation Common Stock by such affiliatesAffiliates.

Agreement of Affiliates. ONSB Company has disclosed in Section 8.11 9.12 ----------------------- of the ONSB Company and Shareholder Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB Company for purposes of Rule 145 under the 1933 Act. ONSB Company shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Acquiror not later than thirty (30) 5 days prior to after the Effective Timedate of this Agreement, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")4, --------- providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Common Company Capital Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Acquiror Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, since the Merger will be accounted for by the pooling-of- interests method of accounting, until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Acquiror and ONSB Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that Since the Merger will qualify be accounted for "pooling-using the pooling- of-interests" accounting treatment consistent with GAAP and the rules and regulations interests method of the SECaccounting, shares of LSB Acquiror Common Stock issued to such affiliates of ONSB Company in exchange for shares of ONSB Common Company Capital Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Acquiror and ONSB Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 9.12 (and LSB Acquiror shall be entitled to place restrictive legends upon certificates for shares of LSB Acquiror Common Stock issued to affiliates of ONSB Company pursuant to this Agreement to enforce the provisions of this Section 8.119.12). LSB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Common Stock by such affiliates.

Agreement of Affiliates. ONSB BFC has disclosed in Section 8.11 8.12 of the ONSB BFC Disclosure Memorandum each Person all Persons whom it reasonably believes to be is an "affiliate" of ONSB BFC for purposes of Rule 145 under the 1933 Act. ONSB BFC shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Acquiror not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB BFC Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Acquiror Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Acquiror and ONSB BFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" interests accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB Acquiror Common Stock issued to such affiliates of ONSB BFC in exchange for shares of ONSB BFC Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Acquiror and ONSB BFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB Acquiror shall be entitled to place restrictive legends upon certificates for shares of LSB Acquiror Common Stock issued to affiliates of ONSB BFC pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB Acquiror shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Acquiror Common Stock by such affiliates.

Agreement of Affiliates. ONSB has disclosed New Iberia will disclose in Section 8.11 of the ONSB New Iberia Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB New Iberia for purposes of Rule 145 under the 1933 Act. ONSB New Iberia shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Regions not later than thirty (30) 30 days prior to the Effective TimeTime a written agreement, an Affiliate Agreement substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB New Iberia Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Regions Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB New Iberia have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB Regions Common Stock issued to such affiliates of ONSB New Iberia in exchange for shares of ONSB New Iberia Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB New Iberia have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB Regions shall be entitled to place restrictive legends upon certificates for shares of LSB Regions Common Stock issued to affiliates of ONSB New Iberia pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Regions Common Stock by such affiliates.

Agreement of Affiliates. ONSB Each Cape Fear Entity has disclosed in Section 8.11 of the ONSB Disclosure Memorandum each Person on ----------------------- SCHEDULE 7.12 all Persons whom it reasonably believes to be is an "affiliate" of ONSB Cape ------------- Fear for purposes of Rule 145 under the 1933 Act. ONSB Each Cape Fear Entity shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Satellink not later than thirty (30) 30 days prior to after the Effective Timedate of this Agreement, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")EXHIBIT B, providing that such Person will not --------- sell, pledge, transfer, or otherwise dispose of the shares of ONSB Common Stock Shares held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Satellink Common Stock to be received by such Person upon consummation of the Merger, Mergers except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, if the Mergers are accounted for by the pooling-of- interests method of accounting, until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Parent and ONSB the Cape Fear Entities have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify Mergers are accounted for "using the pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations interests method of the SECaccounting, shares of LSB Satellink Common Stock issued to such affiliates of ONSB the Cape Fear Entities in exchange for shares of ONSB Common Stock Shares shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Parent and ONSB the Cape Fear Entities have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 SECTION 7.12 (and LSB Parent shall be entitled to place restrictive legends upon certificates for shares of LSB Satellink Common Stock issued to affiliates of ONSB the Cape Fear Entities pursuant to this Agreement to enforce the provisions of this Section 8.11SECTION 7.12). LSB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Common Stock by such affiliates.

Agreement of Affiliates. ONSB FCC has disclosed in Section 8.11 8.13 of the ONSB FCC Disclosure Memorandum each Person whom it reasonably believes to may be deemed an "affiliate" of ONSB FCC for purposes of Rule 145 under the 1933 Act. ONSB FCC shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Regions not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB FCC Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Regions Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB FCC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Shares of the SEC, shares of LSB Regions Common Stock issued to such affiliates of ONSB FCC in exchange for shares of ONSB FCC Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB FCC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.13 (and LSB Regions shall be entitled to place restrictive legends upon certificates for shares of LSB Regions Common Stock issued to affiliates of ONSB FCC pursuant to this Agreement to enforce the provisions of this Section 8.118.13). LSB Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Regions Common Stock by such affiliates.

Agreement of Affiliates. ONSB FFC has disclosed in Section 8.11 7.12 of the ONSB FFC Disclosure Memorandum each Person all persons whom it reasonably believes to be is an "affiliate" of ONSB FFC for purposes of Rule 145 under the 1933 Act. ONSB FFC shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB NCBC not later than thirty (30) days prior to the Effective Time, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")7.12, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB FFC Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of LSB NCBC Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) days of combined operations of LSB NCBC and ONSB FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" interests accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB NCBC Common Stock issued to such affiliates of ONSB FFC in exchange for shares of ONSB FFC Common Stock shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB NCBC and ONSB FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 7.12 (and LSB NCBC shall be entitled to place customary restrictive legends upon certificates for shares of LSB NCBC Common Stock issued to affiliates of ONSB FFC pursuant to this Agreement and to enforce the provisions of this Section 8.117.12). LSB NCBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB NCBC Common Stock by such affiliates. NCBC will not unreasonably withhold its consent for the removal of such restrictive legends under appropriate circumstances.

Agreement of Affiliates. ONSB FCBS has disclosed in Section 8.11 0.9 of the ONSB FCBS Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB FCBS for purposes of Rule 145 under the 1933 Act. ONSB FCBS shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Regions not later than thirty (30) 30 days prior to the Effective TimeTime a written agreement, an Affiliate Agreement substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")3 to this Agreement0"0, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB FCBS Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Regions Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. In order 76 issued by the SEC. Except that the Merger will qualify for "pooling-of-interests" accounting treatment consistent transfers may be made in compliance with GAAP and the rules and regulations of Staff Accounting Bulletin No. 76 issued by the SEC, shares of LSB Regions Common Stock issued to such affiliates of ONSB FCBS in exchange for shares of ONSB FCBS Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Regions and ONSB FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.9 (and LSB Regions shall be entitled to place restrictive legends upon certificates for shares of LSB Regions Common Stock issued to affiliates of ONSB FCBS pursuant to this Agreement to enforce the provisions of this Section 8.118.9). LSB Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Regions Common Stock by such affiliates.

Agreement of Affiliates. ONSB has disclosed in Section 8.11 Brunswick agrees to deliver to C&S no later than the date of this Agreement a letter identifying ally persons whom Brunswick reasonably believes, at the ONSB Disclosure Memorandum each Person whom it reasonably believes time the Merger is submitted to a vote of its stockholders, will be an "affiliate" of ONSB Brunswick for purposes of Rule 145 under the 1933 Act. ONSB Brunswick shall use its commercially reasonable best efforts to cause each such Person person who is identified as an "affiliate" in the letter referred to execute and above to deliver to LSB not later than thirty C&S within ten (3010) days prior to after the Effective Timedate of this Agreement, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person person will not sell, pledge, transfer, transfer or otherwise dispose of the shares of ONSB Brunswick Common Stock held by such Person, person except as contemplated by such Affiliate Agreement or by this Agreement, agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of LSB C&S Common Stock to be received by such Person person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as the financial results covering at least thirty (30) days of combined operations of LSB C&S and ONSB Brunswick have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that If the Merger will qualify for "pooling-of-interests" pooling of interest accounting treatment consistent with GAAP and the rules and regulations of the SECtreatment, shares of LSB C&S Common Stock issued to such affiliates of ONSB Brunswick in exchange for shares of ONSB Brunswick Common Stock shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB C&S and ONSB Brunswick have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, Policies regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 (and LSB shall be entitled to place restrictive legends upon certificates for shares of LSB Common Stock issued to affiliates of ONSB pursuant to this Agreement to enforce the provisions of this Section 8.11)section. LSB C&S shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB C&S Common Stock by such affiliates.

Agreement of Affiliates. ONSB Lochaven has disclosed in Section 8.11 8.12 of the ONSB Lochaven Disclosure Memorandum each Person whom it reasonably believes to be is an "affiliate" of ONSB Lochaven for purposes of Rule 145 under the 1933 Act. ONSB Lochaven shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB Republic not later than thirty (30) 30 days prior to the Effective Time, an Affiliate Agreement a written agreement, in substantially the form of Exhibit 2 (an "Affiliate Agreement")2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Lochaven Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Republic Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Republic and ONSB Lochaven have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations Policies Shares of the SEC, shares of LSB Republic Common Stock issued to such affiliates of ONSB Lochaven in exchange for shares of ONSB Lochaven Common Stock shall not be transferable until such time as financial results covering at least thirty (30) 30 days of combined operations of LSB Republic and ONSB Lochaven have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement written agreement referred to in this Section 8.11 8.12 (and LSB Republic shall be entitled to place restrictive legends upon certificates for shares of LSB Republic Common Stock issued to affiliates of ONSB Lochaven pursuant to this Agreement to enforce the provisions of this Section 8.118.12). LSB Republic shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Republic Common Stock by such affiliates.

Agreement of Affiliates. ONSB CT Financial Services has disclosed in Section 8.11 8.10 of the ONSB CT Financial Services Disclosure Memorandum each Person all Persons whom it reasonably believes to be is an "affiliate" of ONSB CT Financial Services for purposes of Rule 145 under the 1933 Act. ONSB CT Financial Services shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB GB&T and CT Financial Services, not later than thirty (30) days prior to after the Effective Timedate of this Agreement, an Affiliate Agreement a written agreement, substantially in substantially the form of Exhibit 2 (an "Affiliate Agreement")1, providing that such Person will not sell, pledge, transfer, transfer or otherwise dispose of the shares of ONSB CT Financial Services Common Stock held by such Person, Person except as contemplated by such Affiliate Agreement agreement or by this Agreement, Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of LSB GB&T Common Stock to be received by such Person upon consummation of the Merger, Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and thereunder. If the Merger will qualify for pooling-of-interests accounting treatment, the GB&T Common Stock issued to such Affiliates of CT Financial Services in exchange for the CT Financial Services Common Stock shall not be transferable until such time as the financial results covering at least thirty (30) 30 days of combined operations of LSB GB&T and ONSB CT Financial Services have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of the SEC, shares of LSB Common Stock issued to such affiliates of ONSB in exchange for shares of ONSB Common Stock shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, Policies regardless of whether each such affiliate person has provided the Affiliate Agreement written agreement referred to in this Section 8.11 (and LSB 8.10. GB&T shall be entitled to place restrictive legends upon certificates for shares of LSB GB&T Common Stock issued to affiliates Affiliates of ONSB CT Financial Services pursuant to this Agreement to enforce the provisions of this Section 8.11)8.10. LSB GB&T shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB GB&T Common Stock by such affiliatesAffiliates.