Common use of Agreement of Affiliates Clause in Contracts

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

Agreement of Affiliates. FCBS Each Cape Fear Entity has disclosed in Section 0.9 of the FCBS Disclosure Memorandum each Person on ----------------------- SCHEDULE 7.12 all Persons whom it reasonably believes is an "affiliate" of FCBS Cape ------------- Fear for purposes of Rule 145 under the 1933 Act. FCBS Each Cape Fear Entity shall use its reasonable efforts to cause each such Person to deliver to Regions Satellink not later than 30 days prior to after the Effective Time date of this Agreement, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"0EXHIBIT B, providing that such Person will not --------- sell, pledge, transfer, or otherwise dispose of the shares of FCBS Common Stock Shares held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Satellink Common Stock to be received by such Person upon consummation of the Merger Mergers except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, if the Mergers are accounted for by the pooling-of- interests method of accounting, until such time as financial results covering at least 30 days of combined operations of Regions Parent and FCBS the Cape Fear Entities 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. 76 issued by If the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by Mergers are accounted for using the SECpooling-of-interests method of accounting, shares of Regions Satellink Common Stock issued to such affiliates of FCBS the Cape Fear Entities in exchange for shares of FCBS Common Stock Shares shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions Parent and FCBS the Cape Fear Entities have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 SECTION 7.12 (and Regions Parent shall be entitled to place restrictive legends upon certificates for shares of Regions Satellink Common Stock issued to affiliates of FCBS the Cape Fear Entities pursuant to this Agreement to enforce the provisions of this Section 8.9SECTION 7.12). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.

Agreement of Affiliates. FCBS PALFED has disclosed in Section 0.9 of the FCBS PALFED Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of FCBS PALFED for purposes of Rule 145 under the 1933 Act. FCBS PALFED shall use its reasonable efforts to cause each such Person to deliver to Regions not later than 30 days prior to the Effective Time a written agreement, substantially in the form of Exhibit 3 to this Agreement0"030, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS PALFED Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions and FCBS PALFED 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. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares Shares of Regions Common Stock issued to such affiliates of FCBS PALFED in exchange for shares of FCBS PALFED Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions and FCBS 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 written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Regions Common Stock issued to affiliates of FCBS PALFED pursuant to this Agreement to enforce the provisions of this Section 8.9). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.

Agreement of Affiliates. FCBS CommerceSouth has disclosed in Section 0.9 of the FCBS Disclosure Memorandum Previously Disclosed to BancTrust each Person whom who it reasonably believes is may be deemed an "“affiliate" of FCBS ” for purposes of Rule 145 under the 1933 Act. FCBS CommerceSouth shall use its reasonable best efforts to cause each such Person to deliver to Regions BancTrust not later than 30 thirty (30) days prior to the Effective Time Time, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"03, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS CommerceSouth Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions BancTrust Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days thereunder. Shares of combined operations of Regions and 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. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares of Regions BancTrust Common Stock issued to such affiliates of FCBS CommerceSouth in exchange for shares of FCBS CommerceSouth Common Stock (and shares of BancTrust Common Stock held by persons who are “affiliates” of BancTrust) shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 8.12 (and Regions BancTrust shall be entitled to place restrictive legends upon certificates for shares of Regions BancTrust Common Stock issued to affiliates of FCBS CommerceSouth pursuant to this Agreement to enforce the provisions of this Section 8.9)8.12) except as provided herein. Regions BancTrust shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions BancTrust Common Stock by such affiliates.

Agreement of Affiliates. FCBS Promistar has disclosed in Section 0.9 SECTION 8.12 of the FCBS Promistar Disclosure Memorandum each Person all Persons whom it reasonably believes is an are "affiliateaffiliates" of FCBS 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. FCBS Promistar shall use its reasonable best efforts to cause each such Person who may be deemed an affiliate of Promistar to execute and deliver to Regions FNB not later than 30 days prior to the Effective Time date of mailing of the Joint Proxy Statement, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"0EXHIBIT 2 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS Promistar Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions FNB Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions FNB and FCBS Promistar 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. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares Shares of Regions FNB Common Stock issued to such affiliates of FCBS Promistar in exchange for shares of FCBS Promistar Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions FNB and FCBS Promistar have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 8.12 (and Regions FNB shall be entitled to place restrictive legends upon certificates for shares of Regions FNB Common Stock issued to affiliates of FCBS Promistar pursuant to this Agreement to enforce the provisions of this Section 8.98.12). Regions FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions FNB Common Stock by such affiliates.

Agreement of Affiliates. FCBS Xxxxx has disclosed in Section 0.9 8.12 of the FCBS Xxxxx Disclosure Memorandum each Person all Persons whom it reasonably believes is an "affiliate" of FCBS Xxxxx for purposes of Rule 145 under the 1933 Act. FCBS Xxxxx shall use its reasonable efforts to cause each such Person to deliver to Regions Savannah not later than 30 days prior to after the Effective Time date of this Agreement, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"04, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS Xxxxx Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Savannah Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, if the Merger is accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of Regions Savannah and FCBS Xxxxx 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. 76 issued by If the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by Merger is accounted for using the SECpooling-of-interests method of accounting, shares of Regions Savannah Common Stock issued to such affiliates of FCBS Xxxxx in exchange for shares of FCBS Xxxxx Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions Savannah and FCBS Xxxxx have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 8.12 (and Regions Savannah shall be entitled to place restrictive legends upon certificates for shares of Regions Savannah Common Stock issued to affiliates of FCBS Xxxxx pursuant to this Agreement to enforce the provisions of this Section 8.98.12). Regions Savannah shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Savannah Common Stock by such affiliates.

Agreement of Affiliates. FCBS Promistar has disclosed in Section 0.9 8.12 of the FCBS Promistar Disclosure Memorandum each Person all Persons whom it reasonably believes is an are "affiliateaffiliates" of FCBS 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. FCBS Promistar shall use its reasonable best efforts to cause each such Person who may be deemed an affiliate of Promistar to execute and deliver to Regions FNB not later than 30 days prior to the Effective Time date of mailing of the Joint Proxy Statement, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"02 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS Promistar Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions FNB Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions FNB and FCBS Promistar 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. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares Shares of Regions FNB Common Stock issued to such affiliates of FCBS Promistar in exchange for shares of FCBS Promistar Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions FNB and FCBS Promistar have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 8.12 (and Regions FNB shall be entitled to place restrictive legends upon certificates for shares of Regions FNB Common Stock issued to affiliates of FCBS Promistar pursuant to this Agreement to enforce the provisions of this Section 8.98.12). Regions FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions FNB Common Stock by such affiliates.

Agreement of Affiliates. FCBS has disclosed New Iberia will disclose in Section 0.9 of the FCBS New Iberia Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of FCBS New Iberia for purposes of Rule 145 under the 1933 Act. FCBS New Iberia shall use its reasonable efforts to cause each such Person to deliver to Regions not later than 30 days prior to the Effective Time a written agreement, substantially in the form of Exhibit 3 to this Agreement0"02, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS New Iberia Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions and FCBS New Iberia 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. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares Shares of Regions Common Stock issued to such affiliates of FCBS New Iberia in exchange for shares of FCBS New Iberia Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions and FCBS New Iberia have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 8.12 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Regions Common Stock issued to affiliates of FCBS New Iberia pursuant to this Agreement to enforce the provisions of this Section 8.98.12). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.. 8.13

Agreement of Affiliates. FCBS Company has disclosed in Section 0.9 9.12 of the FCBS ----------------------- Company and Shareholder Disclosure Memorandum each Person all Persons whom it reasonably believes is an "affiliate" of FCBS Company or Nonpareil for purposes of Rule 145 under the 1933 Act. FCBS Each of Company and Nonpareil shall use its reasonable efforts to cause each such Person to deliver to Regions Acquiror not later than 30 5 days prior to after the Effective Time date of this Agreement, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"04, providing that such Person will not sell, pledge, transfer, or --------- otherwise dispose of the shares of FCBS Company Capital Stock or Nonpareil Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Acquiror Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, since the Merger will be accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of Regions Acquiror, Company and FCBS Nonpareil have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may . Since the Merger will be made in compliance with Staff Accounting Bulletin No. 76 issued by accounted for using the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SECpooling-of-interests method of accounting, shares of Regions Acquiror Common Stock issued to such affiliates of FCBS Company in exchange for shares of FCBS Company Capital Stock and Nonpareil Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions Acquiror, Company and FCBS 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 written agreement referred to in this Section 8.9 9.12 (and Regions Acquiror shall be entitled to place restrictive legends upon certificates for shares of Regions Acquiror Common Stock issued to affiliates of FCBS Company and Nonpareil pursuant to this Agreement to enforce the provisions of this Section 8.99.12). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.

Agreement of Affiliates. FCBS CommerceSouth has disclosed in Section 0.9 of the FCBS Disclosure Memorandum Previously Disclosed to BancTrust each Person whom who it reasonably believes is may be deemed an "affiliate" of FCBS A affiliate@ for purposes of Rule 145 under the 1933 Act. FCBS CommerceSouth shall use its reasonable best efforts to cause each such Person to deliver to Regions BancTrust not later than 30 thirty (30) days prior to the Effective Time Time, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"03, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS CommerceSouth Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions BancTrust Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days thereunder. Shares of combined operations of Regions and 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. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares of Regions BancTrust Common Stock issued to such affiliates of FCBS CommerceSouth in exchange for shares of FCBS CommerceSouth Common Stock (and shares of BancTrust Common Stock held by persons who are "affiliates" of BancTrust) shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 8.12 (and Regions BancTrust shall be entitled to place restrictive legends upon certificates for shares of Regions BancTrust Common Stock issued to affiliates of FCBS CommerceSouth pursuant to this Agreement to enforce the provisions of this Section 8.9)8.12) except as provided herein. Regions BancTrust shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions BancTrust Common Stock by such affiliates.

Agreement of Affiliates. FCBS Company has disclosed in Section 0.9 9.12 ----------------------- of the FCBS Company and Shareholder Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of FCBS Company for purposes of Rule 145 under the 1933 Act. FCBS Company shall use its reasonable efforts to cause each such Person to deliver to Regions Acquiror not later than 30 5 days prior to after the Effective Time date of this Agreement, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"04, --------- providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS Common Company Capital Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Acquiror Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and and, since the Merger will be accounted for by the pooling-of- interests method of accounting, until such time as financial results covering at least 30 days of combined operations of Regions Acquiror and FCBS Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may . Since the Merger will be made in compliance with Staff Accounting Bulletin No. 76 issued by accounted for using the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SECpooling- of-interests method of accounting, shares of Regions Acquiror Common Stock issued to such affiliates of FCBS Company in exchange for shares of FCBS Common Company Capital Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions Acquiror and FCBS Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 9.12 (and Regions Acquiror shall be entitled to place restrictive legends upon certificates for shares of Regions Acquiror Common Stock issued to affiliates of FCBS Company pursuant to this Agreement to enforce the provisions of this Section 8.99.12). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.

Agreement of Affiliates. FCBS Lochaven has disclosed in Section 0.9 8.12 of the FCBS Lochaven Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of FCBS Lochaven for purposes of Rule 145 under the 1933 Act. FCBS Lochaven shall use its reasonable efforts to cause each such Person to deliver to Regions Republic not later than 30 days prior to the Effective Time Time, a written agreement, in substantially in the form of Exhibit 3 to this Agreement0"02, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS Lochaven Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Republic Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions Republic and FCBS Lochaven 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. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares Policies Shares of Regions Republic Common Stock issued to such affiliates of FCBS Lochaven in exchange for shares of FCBS Lochaven Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions Republic and FCBS Lochaven have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 8.12 (and Regions Republic shall be entitled to place restrictive legends upon certificates for shares of Regions Republic Common Stock issued to affiliates of FCBS Lochaven pursuant to this Agreement to enforce the provisions of this Section 8.98.12). Regions Republic shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Republic Common Stock by such affiliates.

Agreement of Affiliates. FCBS BFC has disclosed in Section 0.9 8.12 of the FCBS BFC Disclosure Memorandum each Person all Persons whom it reasonably believes is an "affiliate" of FCBS BFC for purposes of Rule 145 under the 1933 Act. FCBS BFC shall use its reasonable efforts to cause each such Person to deliver to Regions Acquiror not later than 30 days prior to the Effective Time Time, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"02, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS BFC Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Acquiror Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions Acquiror and FCBS BFC 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. 76 issued by If the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SECMerger will qualify for pooling-of-interests accounting treatment, shares of Regions Acquiror Common Stock issued to such affiliates of FCBS BFC in exchange for shares of FCBS BFC Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions Acquiror and FCBS BFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 8.12 (and Regions Acquiror shall be entitled to place restrictive legends upon certificates for shares of Regions Acquiror Common Stock issued to affiliates of FCBS BFC pursuant to this Agreement to enforce the provisions of this Section 8.98.12). Regions Acquiror shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Acquiror Common Stock by such affiliates.

Agreement of Affiliates. FCBS has disclosed in Section 0.9 of the FCBS Disclosure Memorandum PSB shall use its reasonable best efforts to cause each Person whom it reasonably believes who is an "affiliate" within the meaning of FCBS for purposes of SEC Rule 145 under the 1933 Act. FCBS shall use its reasonable efforts to cause each such Person to deliver to Regions SAB not later than 30 thirty (30) days prior to the Effective Time Time, a written agreement, substantially in the form of Exhibit 3 to this Agreement0"03, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS PSB Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions SAB Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 thirty (30) days of combined operations of Regions MCB and FCBS PSB 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. 76 issued by If the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SECMerger will qualify for pooling-of- interests accounting treatment, shares of Regions SAB Common Stock issued to such affiliates of FCBS PSB in exchange for shares of FCBS PSB Common Stock (and shares of SAB Common Stock held by persons who are "affiliates" of SAB) shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Regions MCB and FCBS PSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate Affiliate has provided the written agreement referred to in this Section 8.9 (and Regions SAB shall be entitled to place restrictive legends upon certificates for shares of Regions SAB Common Stock issued to affiliates Affiliates of FCBS PSB pursuant to this Agreement to enforce the provisions of this Section 8.9). Regions SAB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions SAB Common Stock by such affiliatesAffiliates.