Common use of Affiliates; Restrictive Legend Clause in Contracts

Affiliates; Restrictive Legend. The Buyer will give stop transfer instructions to its transfer agent with respect to any Buyer Stock issued to "affiliates", as such term is used in Rule 145 under the Securities Act of 1933, of the Company or Company Bank in connection with the Merger and there will be placed on the certificates representing such Buyer Stock , or any substitution therefor, a legend stating in substance: "The shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, or an exemption therefrom, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of Capital Bank Corporation) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Capital Bank Corporation) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for CBC that such sale or transfer is otherwise exempt from the registration requirements of such Act. For avoidance of doubt, it is understood that a legal opinion is neither required by law nor this legend and it shall be in Capital Bank Corporation's sole discretion whether or not to require that a legal opinion be delivered to it prior to any such, transfer or other disposition."

Affiliates; Restrictive Legend. The Buyer will give stop transfer instructions to its transfer agent with respect to any Buyer Stock issued to "affiliates", as such term is used in Rule 145 under the Securities Act of 1933Act, of the Company or Company Bank in connection with the Merger and there will be placed on the certificates representing such Buyer Stock Stock, or any substitution therefortherefore, a legend stating in substance: "The shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, or an exemption therefrom, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of Capital Bank Corporationthe issuer) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Capital Bank Corporationthe issuer) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for CBC the issuer that such sale or transfer is otherwise exempt from the registration requirements of such Act. For avoidance of doubt, it is understood that a legal opinion is neither required by law nor this legend and it shall be in Capital Bank Corporationthe issuer's sole discretion whether or not to require that a legal opinion be delivered to it prior to any such, transfer or other disposition."