Common use of Agreement of Affiliates Clause in Contracts

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

Agreement of Affiliates. PSHC West Coast has disclosed in Section 8.13 8.14 of the PSHC West Coast Disclosure Memorandum all Persons whom it reasonably believes is an are "affiliateaffiliates" of PSHC West Coast for purposes of Rule 145 under the 1933 Act. PSHC West Coast shall use its reasonable efforts to cause each such Person to deliver to Seacoast upon FNB not later than 30 days prior to the execution of this Agreement Effective Time, a written agreement, substantially in the form of Exhibit 22 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PSHC West Coast Common Stock Shares held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Seacoast 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, and until such time as financial results covering at least 30 days of combined operations of Seacoast FNB and PSHC West Coast have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Seacoast FNB Common Stock issued to such affiliates of PSHC West Coast in exchange for shares of PSHC West Coast Common Stock Shares shall not be transferable until such time as financial results covering at least 30 days of combined operations of Seacoast FNB and PSHC West Coast have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.13 8.11 (and Seacoast FNB shall be entitled to place restrictive legends upon certificates for shares of Seacoast FNB Common Stock issued to affiliates of PSHC West Coast pursuant to this Agreement to enforce the provisions of this Section 8.13; provided that Seacoast removes such legends at the appropriate time8.11). Seacoast FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Seacoast FNB Common Stock by such affiliates.

Agreement of Affiliates. PSHC Magna has disclosed in Section 8.13 8.12 of the PSHC Magna Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSHC Magna for purposes of Rule 145 under the 1933 Act. PSHC Magna shall use its reasonable efforts to cause each such Person to deliver to Seacoast upon UPC not later than 30 days prior to the execution of this Agreement Effective Time, a written agreement, substantially in the form of Exhibit 23, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PSHC Magna Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Seacoast UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, and until such time as financial results covering at least 30 days of combined operations of Seacoast UPC and PSHC Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Seacoast UPC Common Stock issued to such affiliates of PSHC Magna in exchange for shares of PSHC Magna Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Seacoast UPC and PSHC Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.13 8.12 (and Seacoast UPC shall be entitled to place restrictive legends upon certificates for shares of Seacoast UPC Common Stock issued to affiliates of PSHC Magna pursuant to this Agreement to enforce the provisions of this Section 8.13; provided that Seacoast removes such legends at the appropriate time8.12). Seacoast UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Seacoast UPC Common Stock by such affiliates.

Agreement of Affiliates. PSHC Triangle has disclosed in Section 8.13 8.11 of the PSHC Triangle Disclosure Memorandum all Persons each Person whom it reasonably believes is may be deemed an "affiliate" of PSHC Triangle for purposes of Rule 145 under the 1933 Act. PSHC Triangle shall use its reasonable efforts to cause each such Person to deliver to Seacoast upon Centura not later than 30 days prior to the execution of this Agreement Effective Time, a written agreement, in substantially in the form of Exhibit 24, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PSHC Triangle Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Seacoast Centura Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, and until such time as financial results covering at least 30 days of combined operations of Seacoast Centura and PSHC Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Seacoast Centura Common Stock issued to such affiliates of PSHC Triangle in exchange for shares of PSHC Triangle Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Seacoast Centura and PSHC Triangle have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.13 8.11 (and Seacoast Centura shall be entitled to place restrictive legends upon certificates for shares of Seacoast Centura Common Stock issued to affiliates of PSHC Triangle pursuant to this Agreement to enforce the provisions of this Section 8.13; provided that Seacoast removes such legends at the appropriate time8.11). Seacoast Centura shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Seacoast Centura Common Stock by such affiliates.

Agreement of Affiliates. PSHC Leader has disclosed in Section 8.13 8.12 of the PSHC Leader Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSHC Leader for purposes of Rule 145 under the 1933 Act. PSHC Leader shall use its reasonable efforts to cause each such Person to deliver to Seacoast upon UPC not later than 30 days prior to the execution of this Agreement Effective Time, a written agreement, substantially in the form of Exhibit 24, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PSHC Leader Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Seacoast UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, and until such time as financial results covering at least 30 days of combined operations of Seacoast UPC and PSHC Leader have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Seacoast UPC Common Stock issued to such affiliates of PSHC Leader in exchange for shares of PSHC Leader Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Seacoast UPC and PSHC Leader have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.13 8.12 (and Seacoast UPC shall be entitled to place restrictive legends upon certificates for shares of Seacoast UPC Common Stock issued to affiliates of PSHC Leader pursuant to this Agreement to enforce the provisions of this Section 8.13; provided that Seacoast removes such legends at the appropriate time8.12). Seacoast UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Seacoast UPC Common Stock by such affiliates.

Agreement of Affiliates. PSHC Magna has disclosed in Section 8.13 of the PSHC Magna Disclosure Memorandum all Persons each Person whom it reasonably believes is may be deemed an "affiliate" of PSHC Magna for purposes of Rule 145 under the 1933 Act. PSHC Magna shall use its reasonable efforts to cause each such Person to deliver to Seacoast upon UPC not later than 30 days prior to the execution of this Agreement Effective Time, a written agreement, in substantially in the form of Exhibit 23, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PSHC Magna Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Seacoast UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, and until such time as financial results covering at least 30 days of combined operations of Seacoast UPC and PSHC Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Seacoast UPC Common Stock issued to such affiliates of PSHC Magna in exchange for shares of PSHC Magna Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Seacoast UPC and PSHC Magna have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.13 (and Seacoast UPC shall be entitled to place restrictive legends upon certificates for shares of Seacoast UPC Common Stock issued to affiliates of PSHC Magna pursuant to this Agreement to enforce the provisions of this Section 8.13; provided that Seacoast removes such legends at the appropriate time). Seacoast UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Seacoast UPC Common Stock by such affiliates.

Agreement of Affiliates. PSHC Ambanc has disclosed in Section 8.13 8.12 of the PSHC Ambanc Disclosure Memorandum all Persons each Person whom it reasonably believes is may be deemed an "affiliate" of PSHC Ambanc for purposes of Rule 145 under the 1933 Act. PSHC Ambanc shall use its reasonable efforts to cause each such Person to deliver to Seacoast upon UPC not later than 30 days prior to the execution of this Agreement Effective Time, a written agreement, in substantially in the form of Exhibit 23, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PSHC Ambanc Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Seacoast UPC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, and until such time as financial results covering at least 30 days of combined operations of Seacoast UPC and PSHC Ambanc have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Seacoast UPC Common Stock issued to such affiliates of PSHC Ambanc in exchange for shares of PSHC Ambanc Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Seacoast UPC and PSHC Ambanc have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.13 8.12 (and Seacoast UPC shall be entitled to place restrictive legends upon certificates for shares of Seacoast UPC Common Stock issued to affiliates of PSHC Ambanc pursuant to this Agreement to enforce the provisions of this Section 8.13; provided that Seacoast removes such legends at the appropriate time8.12). Seacoast UPC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Seacoast UPC Common Stock by such affiliates.

Agreement of Affiliates. PSHC First Coastal has disclosed in Section 8.13 8.12 of the PSHC First Coastal Disclosure Memorandum all Persons each Person whom it reasonably believes is may be deemed an "affiliate" of PSHC First Coastal for purposes of Rule 145 under the 1933 Act. PSHC First Coastal shall use its reasonable efforts to cause each such Person to deliver to Seacoast upon Centura not later than 30 days prior to the execution of this Agreement Effective Time, a written agreement, in substantially in the form of Exhibit 2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PSHC First Coastal Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Seacoast Centura Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, and until such time as financial results covering at least 30 days of combined operations of Seacoast Centura and PSHC First Coastal have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares of Seacoast Centura Common Stock issued to such affiliates of PSHC First Coastal in exchange for shares of PSHC First Coastal Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Seacoast Centura and PSHC First Coastal have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.13 8.12 (and Seacoast Centura shall be entitled to place restrictive legends upon certificates for shares of Seacoast Centura Common Stock issued to affiliates of PSHC First Coastal pursuant to this Agreement to enforce the provisions of this Section 8.13; provided that Seacoast removes such legends at the appropriate time8.12). Seacoast Centura shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Seacoast Centura Common Stock by such affiliates.

Agreement of Affiliates. PSHC FFC has disclosed in Section 8.13 7.12 of the PSHC FFC ----------------------- Disclosure Memorandum all Persons persons whom it reasonably believes is an "affiliate" of PSHC FFC for purposes of Rule 145 under the 1933 Act. PSHC FFC shall use its reasonable efforts to cause each such Person to deliver to Seacoast upon NCBC not later than thirty (30) days prior to the execution of this Agreement Effective Time, a written agreement, substantially in the form of Exhibit 27.12, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PSHC FFC Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Seacoast NCBC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, and until such time as financial results covering at least 30 thirty (30) days of combined operations of Seacoast NCBC and PSHC FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Shares If the Merger will qualify for pooling-of-interests accounting treatment, shares of Seacoast NCBC Common Stock issued to such affiliates of PSHC FFC in exchange for shares of PSHC FFC Common Stock shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Seacoast NCBC and PSHC FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.13 7.12 (and Seacoast NCBC shall be entitled to place customary restrictive legends upon certificates for shares of Seacoast NCBC Common Stock issued to affiliates of PSHC FFC pursuant to this Agreement and to enforce the provisions of this Section 8.13; provided that Seacoast removes such legends at the appropriate time7.12). Seacoast NCBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Seacoast NCBC Common Stock by such affiliates. NCBC will not unreasonably withhold its consent for the removal of such restrictive legends under appropriate circumstances.