Common use of Exchange and Payment Procedures; Surrender of Certificates Clause in Contracts

Exchange and Payment Procedures; Surrender of Certificates. (i) Prior to the Effective Time, FCB shall designate 1st Financial's stock transfer agent, Broadridge Corporate Issuer Solutions, Inc., to act as agent for FCB and the holders of the 1st Financial Stock in connection with the Merger (the “Paying Agent”) and to receive in trust from FCB the aggregate cash consideration to which all holders of 1st Financial Stock shall become entitled pursuant to Paragraph 2.04(a) (the "Merger Consideration"). (ii) At the Effective Time, FCB shall deposit the aggregate Merger Consideration with the Paying Agent. The Merger Consideration shall be held in trust for the benefit of the holders of 1st Financial Stock and shall not be used for any other purposes; provided, however, that, pending disbursement of the Merger Consideration to 1st Financial's shareholders, FCB may direct the Paying Agent to invest such cash in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s Corporation, in certificates of deposit of or other deposit accounts in domestic commercial banks (including FCB), in money market funds which are invested solely in the above, or in such other investment as to which FCB and the Paying Agent shall agree (collectively, the “Permitted Investments”), any of which Permitted Investments shall have a maturity that will not prevent or delay payments to be made pursuant to Paragraph 2.04(a) and this Paragraph 2.04(d). All interest, dividends or other income on the invested funds shall belong solely to FCB. If for any reason (including losses on invested funds) the funds held by the Paying Agent are inadequate to pay the amounts to which the holders of 1st Financial Stock shall be entitled under Paragraph 2.04(a), FCB shall be liable for the payment thereof. (iii) As promptly as practicable after the Effective Time, FCB shall cause to be mailed to each record holder, as of the Effective Time, whose shares of 1st Financial Stock were converted pursuant to Paragraph 2.04(a) into the right to receive a portion of the Merger Consideration, a letter of transmittal (in such form and having such other provisions as FCB may reasonably specify), together with instructions for effecting the surrender of 1st Financial Stock in exchange for the Merger Consideration to which that record holder has become entitled. Upon a record holder's surrender to FCB or its Paying Agent of all certificates representing his, her or its 1st Financial Stock ("1st Financial Certificates"), together with a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder, in exchange for his, her or its 1st Financial Stock, in the aggregate amount of the Merger Consideration into and for which the holder's 1st Financial Stock has been converted and exchanged, without any interest thereon, and those 1st Financial Certificates shall be canceled. Delivery of 1st Financial Certificates shall not be considered to have been effected, and the risk of loss of a 1st Financial Certificate shall not be considered to have passed to FCB, until the 1st Financial Certificates shall have been actually delivered to FCB, or to the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB as provided above. With respect to 1st Financial Stock in uncertificated book-entry form ("Uncertificated 1st Financial Stock"), upon a holder's delivery to FCB or the Paying Agent of a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder in exchange for his, her or its Uncertificated 1st Financial Stock, for the aggregate amount of the Merger Consideration into and for which the holder's Uncertificated 1st Financial Stock has been converted and exchanged, without any interest thereon, and that 1st Financial Stock shall be canceled. Constructive delivery of Uncertificated 1st Financial Stock shall not be considered to have been effected or to have passed to FCB until a properly completed letter of transmittal indicating that the holder's shares are Uncertificated 1st Financial Stock shall have been actually delivered to FCB, or to the Paying Agent, in accordance with instructions by FCB as provided above. (iv) At any time following the one-year anniversary of the Effective Time, FCB shall be entitled to require the Paying Agent to deliver to it any portion of the Merger Consideration (including any interest received with respect thereto) previously deposited by FCB with, but which has not been disbursed by, the Paying Agent, and, thereafter, any 1st Financial shareholders who have not yet surrendered their 1st Financial Certificates, or complied with the delivery requirements for Uncertificated 1st Financial Stock, as described in Paragraph 2.04(d)(iii) above, shall be entitled to look to FCB only as a general creditor thereof with respect to the Merger Consideration into which their 1st Financial Stock has been converted. Upon any such 1st Financial shareholder's later surrender of his, her or its 1st Financial Certificates to FCB or the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB, or that shareholder's compliance with the delivery requirements for Uncertificated 1st Financial Stock, in either case as described in Paragraph 2.04(d)(iii) above, FCB shall promptly deliver to that 1st Financial shareholder, in exchange for his, her or its 1st Financial Stock, a check drawn for the aggregate amount of the Merger Consideration into and for which his, her or its 1st Financial Stock has been converted and exchanged, without any interest thereon, and any 1st Financial Certificates shall be cancelled; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, neither FCB nor the Paying Agent shall be liable to any holder of 1st Financial Stock for Merger Consideration which previously has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. In no event shall any 1st Financial shareholder receive or be entitled to interest on the Merger Consideration to which he, she or it is entitled for any period before or after the Effective Time.

Exchange and Payment Procedures; Surrender of Certificates. (i) Prior to the Effective Time, FCB shall designate 1st Financial's stock transfer agent, Broadridge Corporate Issuer Solutions, Inc., an agent reasonably acceptable to SFC to act as agent for FCB and the holders of the 1st Financial SFC Stock in connection with the Merger (the “Paying Agent”) and to receive in trust from FCB trust, the aggregate cash consideration to which all holders of 1st Financial SFC Stock shall become entitled pursuant to Paragraph 2.04(a) (the "“Merger Consideration"”). SFC and SNB agree that FCB’s own trust department, or the corporate trust department of First-Citizens Bank & Trust Company, Raleigh, North Carolina, each shall be acceptable to them as FCB’s Paying Agent. (ii) At the Effective Time, FCB shall deposit the aggregate Merger Consideration with the Paying Agent. The Merger Consideration shall be held in trust for the benefit of the holders of 1st Financial SFC Stock and such cash shall not be used for any other purposes; provided, however, that, pending disbursement of the Merger Consideration to 1st Financial's shareholders, provided that FCB may direct the Paying Agent to invest such cash cash, provided that such investments (A) shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s Corporation, or in certificates of deposit of or other deposit accounts in domestic commercial banks with capital exceeding $250,000,000 (including FCB)collectively, the “Permitted Investments”) or in money market funds which are invested solely in the above, or in such other investment as to which FCB and the Paying Agent shall agree (collectively, the “Permitted Investments”), any of which Permitted Investments and (B) shall have a maturity maturities that will not prevent or delay payments to be made pursuant to Paragraph 2.04(a5(a) and this Paragraph 2.04(d5(c). All interest, dividends or other income on the invested funds shall belong solely to FCB. If for any reason (including losses on invested fundslosses) the funds held by the Paying Agent are inadequate to pay the amounts to which the holders of 1st Financial SFC Stock shall be entitled under Paragraph 2.04(a), Bancorp and FCB shall be liable for the payment thereof. (iii) As promptly as practicable after the Effective Time, FCB and Bancorp shall cause to be mailed to each record holder, as of the Effective Time, whose shares of 1st Financial SFC Stock were converted pursuant to Paragraph 2.04(a5(a) into the right to receive a portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a SFC Certificate shall pass, only upon proper delivery of the SFC Certificate to the Paying Agent and shall be in such form and having have such other provisions as FCB may reasonably specify), together with ) and instructions for effecting the surrender of 1st Financial Stock a SFC Certificate in exchange for the Merger Consideration to which that record holder has become entitledfor the SFC Stock. Upon surrender of a record holder's surrender SFC Certificate for cancellation to FCB or its the Paying Agent of all certificates representing his, her or its 1st Financial Stock ("1st Financial Certificates")to such other agent or agents as may be appointed by FCB, together with a such letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stockthereto, the Paying Agent holder of such SFC Certificate shall receive promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder, in exchange for his, her or its 1st Financial Stock, in the aggregate amount of therefor the Merger Consideration into and for which the holder's 1st Financial each share of SFC Stock has been converted and exchanged, without any interest thereonformerly evidenced thereby, and those 1st Financial Certificates such SFC Certificate shall forthwith be canceled. Delivery of 1st Financial Certificates shall not be considered to have been effected, and the risk of loss of a 1st Financial Certificate shall not be considered to have passed to FCB, until the 1st Financial Certificates shall have been actually delivered to FCB, or to the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB as provided above. With respect to 1st Financial Stock in uncertificated book-entry form ("Uncertificated 1st Financial Stock"), upon a holder's delivery to FCB or the Paying Agent of a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder in exchange for his, her or its Uncertificated 1st Financial Stock, for the aggregate amount of the Merger Consideration into and for which the holder's Uncertificated 1st Financial Stock has been converted and exchanged, without any interest thereon, and that 1st Financial Stock shall be canceled. Constructive delivery of Uncertificated 1st Financial Stock shall not be considered to have been effected or to have passed to FCB until a properly completed letter of transmittal indicating that the holder's shares are Uncertificated 1st Financial Stock shall have been actually delivered to FCB, or to the Paying Agent, in accordance with instructions by FCB as provided above. (iv) At any time following the one-year anniversary of the Effective Time, FCB shall be entitled to require the Paying Agent to deliver to it any portion of the Merger Consideration (including any interest received with respect thereto) previously deposited by FCB with, but which has not been disbursed by, the Paying Agent, and, thereafter, any 1st Financial shareholders who have not yet surrendered their 1st Financial Certificates, or complied with the delivery requirements for Uncertificated 1st Financial Stock, as described in Paragraph 2.04(d)(iii) above, shall be entitled to look to FCB only as a general creditor thereof with respect to the Merger Consideration into which their 1st Financial Stock has been converted. Upon any such 1st Financial shareholder's later surrender of his, her or its 1st Financial Certificates to FCB or the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB, or that shareholder's compliance with the delivery requirements for Uncertificated 1st Financial Stock, in either case as described in Paragraph 2.04(d)(iii) above, FCB shall promptly deliver to that 1st Financial shareholder, in exchange for his, her or its 1st Financial Stock, a check drawn for the aggregate amount of the Merger Consideration into and for which his, her or its 1st Financial Stock has been converted and exchanged, without any interest thereon, and any 1st Financial Certificates shall be cancelled; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, neither FCB nor the Paying Agent shall be liable to any holder of 1st Financial Stock for Merger Consideration which previously has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. In no event shall any 1st Financial shareholder receive or be entitled to interest on the Merger Consideration to which he, she or it is entitled for any period before or after the Effective Time.

Exchange and Payment Procedures; Surrender of Certificates. (i) Prior to the Effective Time, FCB shall designate 1st Financial's stock transfer agent, Broadridge Corporate Issuer Solutions, Inc., to act as agent for FCB and the holders of the 1st Financial Common Stock in connection with the Merger (the “Paying Agent”) and to receive in trust from FCB the aggregate cash consideration to which all holders of 1st Financial Common Stock shall become entitled pursuant to Paragraph 2.04(a) (the "Merger Consideration"). (ii) At the Effective Time, FCB shall deposit the aggregate Merger Consideration with the Paying Agent. The Merger Consideration shall be held in trust for the benefit of the holders of 1st Financial Common Stock and shall not be used for any other purposes; provided, however, that, pending disbursement of the Merger Consideration to 1st Financial's shareholders, FCB may direct the Paying Agent to invest such cash in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s Corporation, in certificates of deposit of or other deposit accounts in domestic commercial banks (including FCB), in money market funds which are invested solely in the above, or in such other investment as to which FCB and the Paying Agent shall agree (collectively, the “Permitted Investments”), any of which Permitted Investments shall have a maturity that will not prevent or delay payments to be made pursuant to Paragraph 2.04(a) and this Paragraph 2.04(d). All interest, dividends or other income on the invested funds shall belong solely to FCB. If for any reason (including losses on invested funds) the funds held by the Paying Agent are inadequate to pay the amounts to which the holders of 1st Financial Common Stock shall be entitled under Paragraph 2.04(a), FCB shall be liable for the payment thereof. (iii) As promptly as practicable after the Effective Time, FCB shall cause to be mailed to each record holder, as of the Effective Time, whose shares of 1st Financial Common Stock were converted pursuant to Paragraph 2.04(a) into the right to receive a portion of the Merger Consideration, a letter of transmittal (in such form and having such other provisions as FCB may reasonably specify), together with instructions for effecting the surrender of 1st Financial Common Stock in exchange for the Merger Consideration to which that record holder has become entitled. Upon a record holder's surrender to FCB or its Paying Agent of all certificates representing his, her or its 1st Financial Common Stock ("1st Financial Certificates"), together with a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Common Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder, in exchange for his, her or its 1st Financial Common Stock, in the aggregate amount of the Merger Consideration into and for which the holder's 1st Financial Common Stock has been converted and exchanged, without any interest thereon, and those 1st Financial Certificates shall be canceled. Delivery of 1st Financial Certificates shall not be considered to have been effected, and the risk of loss of a 1st Financial Certificate shall not be considered to have passed to FCB, until the 1st Financial Certificates shall have been actually delivered to FCB, or to the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB as provided above. With respect to 1st Financial Common Stock in uncertificated book-entry form ("Uncertificated 1st Financial Common Stock"), upon a holder's delivery to FCB or the Paying Agent of a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Common Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder in exchange for his, her or its Uncertificated 1st Financial Common Stock, for the aggregate amount of the Merger Consideration into and for which the holder's Uncertificated 1st Financial Common Stock has been converted and exchanged, without any interest thereon, and that 1st Financial Common Stock shall be canceled. Constructive delivery of Uncertificated 1st Financial Common Stock shall not be considered to have been effected or to have passed to FCB until a properly completed letter of transmittal indicating that the holder's shares are Uncertificated 1st Financial Common Stock shall have been actually delivered to FCB, or to the Paying Agent, in accordance with instructions by FCB as provided above. (iv) At any time following the one-year anniversary of the Effective Time, FCB shall be entitled to require the Paying Agent to deliver to it any portion of the Merger Consideration (including any interest received with respect thereto) previously deposited by FCB with, but which has not been disbursed by, the Paying Agent, and, thereafter, any 1st Financial shareholders who have not yet surrendered their 1st Financial Certificates, or complied with the delivery requirements for Uncertificated 1st Financial Common Stock, as described in Paragraph 2.04(d)(iii) above, shall be entitled to look to FCB only as a general creditor thereof with respect to the Merger Consideration into which their 1st Financial Common Stock has been converted. Upon any such 1st Financial shareholder's later surrender of his, her or its 1st Financial Certificates to FCB or the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB, or that shareholder's compliance with the delivery requirements for Uncertificated 1st Financial Common Stock, in either case as described in Paragraph 2.04(d)(iii) above, FCB shall promptly deliver to that 1st Financial shareholder, in exchange for his, her or its 1st Financial Common Stock, a check drawn for the aggregate amount of the Merger Consideration into and for which his, her or its 1st Financial Common Stock has been converted and exchanged, without any interest thereon, and any 1st Financial Certificates shall be cancelled; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, neither FCB nor the Paying Agent shall be liable to any holder of 1st Financial Common Stock for Merger Consideration which previously has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. In no event shall any 1st Financial shareholder receive or be entitled to interest on the Merger Consideration to which he, she or it is entitled for any period before or after the Effective Time.

Exchange and Payment Procedures; Surrender of Certificates. (i) Prior to the Effective Time, FCB shall designate 1st Financial's ’s stock transfer agent, Broadridge Corporate Issuer Solutions, Inc., to act as agent for FCB and the holders of the 1st Financial Common Stock in connection with the Merger (the “Paying Agent”) and to receive in trust from FCB the aggregate cash consideration to which all holders of 1st Financial Common Stock shall become entitled pursuant to Paragraph 2.04(a) (the "“Merger Consideration"”). (ii) At the Effective Time, FCB shall deposit the aggregate Merger Consideration with the Paying Agent. The Merger Consideration shall be held in trust for the benefit of the holders of 1st Financial Common Stock and shall not be used for any other purposes; provided, however, that, pending disbursement of the Merger Consideration to 1st Financial's ’s shareholders, FCB may direct the Paying Agent to invest such cash in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s Corporation, in certificates of deposit of or other deposit accounts in domestic commercial banks (including FCB), in money market funds which are invested solely in the above, or in such other investment as to which FCB and the Paying Agent shall agree (collectively, the “Permitted Investments”), any of which Permitted Investments shall have a maturity that will not prevent or delay payments to be made pursuant to Paragraph 2.04(a) and this Paragraph 2.04(d). All interest, dividends or other income on the invested funds shall belong solely to FCB. If for any reason (including losses on invested funds) the funds held by the Paying Agent are inadequate to pay the amounts to which the holders of 1st Financial Common Stock shall be entitled under Paragraph 2.04(a), FCB shall be liable for the payment thereof. (iii) As promptly as practicable after the Effective Time, FCB shall cause to be mailed to each record holder, as of the Effective Time, whose shares of 1st Financial Common Stock were converted pursuant to Paragraph 2.04(a) into the right to receive a portion of the Merger Consideration, a letter of transmittal (in such form and having such other provisions as FCB may reasonably specify), together with instructions for effecting the surrender of 1st Financial Common Stock in exchange for the Merger Consideration to which that record holder has become entitled. Upon a record holder's surrender to FCB or its Paying Agent of all certificates representing his, her or its 1st Financial Stock ("1st Financial Certificates"), together with a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder, in exchange for his, her or its 1st Financial Stock, in the aggregate amount of the Merger Consideration into and for which the holder's 1st Financial Stock has been converted and exchanged, without any interest thereon, and those 1st Financial Certificates shall be canceled. Delivery of 1st Financial Certificates shall not be considered to have been effected, and the risk of loss of a 1st Financial Certificate shall not be considered to have passed to FCB, until the 1st Financial Certificates shall have been actually delivered to FCB, or to the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB as provided above. With respect to 1st Financial Stock in uncertificated book-entry form ("Uncertificated 1st Financial Stock"), upon a holder's delivery to FCB or the Paying Agent of a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder in exchange for his, her or its Uncertificated 1st Financial Stock, for the aggregate amount of the Merger Consideration into and for which the holder's Uncertificated 1st Financial Stock has been converted and exchanged, without any interest thereon, and that 1st Financial Stock shall be canceled. Constructive delivery of Uncertificated 1st Financial Stock shall not be considered to have been effected or to have passed to FCB until a properly completed letter of transmittal indicating that the holder's shares are Uncertificated 1st Financial Stock shall have been actually delivered to FCB, or to the Paying Agent, in accordance with instructions by FCB as provided above. (iv) At any time following the one-year anniversary of the Effective Time, FCB shall be entitled to require the Paying Agent to deliver to it any portion of the Merger Consideration (including any interest received with respect thereto) previously deposited by FCB with, but which has not been disbursed by, the Paying Agent, and, thereafter, any 1st Financial shareholders who have not yet surrendered their 1st Financial Certificates, or complied with the delivery requirements for Uncertificated 1st Financial Common Stock, as described in Paragraph 2.04(d)(iii) above, shall be entitled to look to FCB only as a general creditor thereof with respect to the Merger Consideration into which their 1st Financial Common Stock has been converted. Upon any such 1st Financial shareholder's ’s later surrender of his, her or its 1st Financial Certificates to FCB or the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB, or that shareholder's ’s compliance with the delivery requirements for Uncertificated 1st Financial Common Stock, in either case as described in Paragraph 2.04(d)(iii) above, FCB shall promptly deliver to that 1st Financial shareholder, in exchange for his, her or its 1st Financial Common Stock, a check drawn for the aggregate amount of the Merger Consideration into and for which his, her or its 1st Financial Common Stock has been converted and exchanged, without any interest thereon, and any 1st Financial Certificates shall be cancelled; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, neither FCB nor the Paying Agent shall be liable to any holder of 1st Financial Common Stock for Merger Consideration which previously has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. In no event shall any 1st Financial shareholder receive or be entitled to interest on the Merger Consideration to which he, she or it is entitled for any period before or after the Effective Time.

Exchange and Payment Procedures; Surrender of Certificates. (i) Prior to the Effective Time, FCB shall designate 1st FinancialCordia's stock transfer agent, Broadridge Corporate Issuer SolutionsComputershare Trust Company, Inc.N.A., or another service provider reasonably satisfactory to FCB and Cordia, to act as paying agent for FCB and the holders of the 1st Financial Cordia Common Stock in connection with the Merger (the “Paying Agent”) and to receive in trust from FCB the aggregate cash consideration to which all holders of 1st Financial Cordia Common Stock shall become entitled pursuant to Paragraph 2.04(a) (the "Aggregate Merger Consideration"). (ii) At or prior to the Effective TimeClosing, FCB shall deposit the aggregate Aggregate Merger Consideration with the Paying Agent. The Aggregate Merger Consideration shall be held in trust by the Paying Agent for the benefit of FCB and the holders of 1st Financial Cordia Common Stock and shall not be used for any purposes other purposesthan to make payments to such holders of amounts to which they become entitled pursuant to this Paragraph 2.04; provided, however, that, pending disbursement of the Aggregate Merger Consideration to 1st FinancialCordia's shareholdersstockholders, FCB may direct the Paying Agent to invest such cash in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s Corporation, in money market funds which are invested solely in the above, in certificates of deposit of or other deposit accounts in domestic commercial banks (including FCB, and provided that such accounts are designated by the depository banks as containing funds held by the Paying Agent for the benefit of FCB and the former holders of Cordia Common Stock), in money market funds which are invested solely in the above, or in such other investment investments as to which FCB and the Paying Agent shall agree (collectively, the “Permitted Investments”), any of which Permitted Investments shall have a maturity that will not prevent or delay payments to be made pursuant to Paragraph 2.04(a) and this Paragraph 2.04(d)2.04. All interest, dividends or other income on the invested funds shall belong solely to FCB. If for any reason (including losses on invested funds) the funds held by the Paying Agent are inadequate to pay the amounts to which the holders of 1st Financial Cordia Common Stock shall be entitled under this Paragraph 2.04(a)2.04, FCB shall be liable for the payment thereofof any deficiency. (iii) As promptly as practicable after the Effective Time, FCB shall cause the Paying Agent to be mailed mail to each record holder, as of the Effective Time, whose shares of 1st Financial Cordia Common Stock were converted pursuant to this Paragraph 2.04(a) 2.04 into the right to receive a portion of the Per Share Merger Consideration, a letter of transmittal (in such form and having such other provisions as FCB may reasonably specify), together with instructions for effecting the surrender of 1st Financial Cordia Common Stock in exchange for the Per Share Merger Consideration to which that record holder has become entitled. Upon a record holder's surrender to FCB or its the Paying Agent following the Effective Time of all certificates representing his, her or its 1st Financial the hxxxxx'x Xxxxxx Common Stock ("1st Financial Cordia Certificates"), together with a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional documents or information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder, in exchange for his, her or its 1st Financial Stock, in the aggregate amount of the Merger Consideration into and for which the holder's 1st Financial Stock has been converted and exchanged, without any interest thereon, and those 1st Financial Certificates shall be canceled. Delivery of 1st Financial Certificates shall not be considered to have been effected, and the risk of loss of a 1st Financial Certificate shall not be considered to have passed to FCB, until the 1st Financial Certificates shall have been actually delivered to FCB, or to the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB as provided above. With respect to 1st Financial Stock in uncertificated book-entry form ("Uncertificated 1st Financial Stock"), upon a holder's delivery to FCB or the Paying Agent of a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Cordia Common Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder in exchange for his, her or its Cordia Common Stock, in the aggregate amount of Per Share Merger Consideration into and for which the hxxxxx'x Xxxxxx Common Stock has been converted and exchanged, without any interest thereon, and those Cordia Certificates shall be canceled. Delivery of Cordia Certificates shall not be considered to have been effected, and the risk of loss of a Cordia Certificate shall not be considered to have passed to FCB or the Paying Agent, until the Cordia Certificates shall have been actually delivered to FCB, or to the Paying Agent, with a properly completed letter of transmittal, together with such additional documents or information as FCB or the Paying Agent shall reasonably require, in accordance with the instructions provided by FCB or the Paying Agent as provided above. With respect to Cordia Common Stock held of record in uncertificated book-entry form ("Uncertificated 1st Financial Cordia Common Stock"), upon verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for Cordia Common Stock, the Paying Agent shall, as promptly as practicable after the Effective Time, deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder in exchange for his, her or its Uncertificated Cordia Common Stock, for the aggregate amount of the Per Share Merger Consideration into and for which the holder's Uncertificated 1st Financial Cordia Common Stock has been converted and exchanged, without any interest thereon, and that 1st Financial Cordia Common Stock shall be canceled. Constructive delivery In making payments of Uncertificated 1st Financial Stock aggregate amounts of Per Share Merger Consideration to each holder of Cordia Common Stock, fractions of one cent shall not be considered to have been effected or to have passed to FCB until a properly completed letter of transmittal indicating that the holder's shares are Uncertificated 1st Financial Stock shall have been actually delivered to FCB, or rounded to the Paying Agent, in accordance with instructions by FCB as provided abovenearest whole cent. (iv) At any time following the one-year anniversary of the Effective Time, FCB shall be entitled to require the Paying Agent to deliver to it any portion of the Aggregate Merger Consideration (including any interest received with respect thereto) previously deposited by FCB with, but which has not been disbursed by, the Paying Agent, and, thereafter, any 1st Financial shareholders Cordia stockholders who have not yet surrendered their 1st Financial Cordia Certificates, or complied with received the delivery requirements Per Share Merger Consideration for their Uncertificated 1st Financial Cordia Common Stock, as described in Paragraph 2.04(d)(iii) above, shall be entitled to look to FCB only as a general creditor thereof with respect to the Per Share Merger Consideration into which their 1st Financial Cordia Common Stock has been converted. Upon any such 1st Financial shareholderCordia stockholder's later surrender of his, her or its 1st Financial Cordia Certificates to FCB or the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB, or verification of that shareholderstockholder's compliance with the delivery requirements for ownership of Uncertificated 1st Financial Cordia Common Stock, in either case as described in Paragraph 2.04(d)(iii) above, FCB shall promptly deliver to that 1st Financial shareholderCordia stockholder, in exchange for his, her or its 1st Financial Cordia Common Stock, a check drawn for the aggregate amount of the Per Share Merger Consideration into and for which his, her or its 1st Financial Cordia Common Stock has been converted and exchanged, without any interest thereon, and any 1st Financial such Cordia Certificates shall be cancelled; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, neither FCB nor the Paying Agent shall be liable to any holder of 1st Financial Cordia Common Stock for any Per Share Merger Consideration payable to that holder which previously has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. In no event shall any 1st Financial shareholder Cordia stockholder receive or be entitled to interest on the Per Share Merger Consideration to which he, she or it is entitled for any period before or after the Effective Time.

Exchange and Payment Procedures; Surrender of Certificates. (i) Prior to the Effective Time, FCB shall designate 1st Financial's stock transfer agent, Broadridge Corporate Issuer Solutions, Inc., an agent reasonably acceptable to SFC to act as agent for FCB and the holders of the 1st Financial SFC Stock in connection with the Merger (the “Paying Agent”) and to receive in trust from FCB trust, the aggregate cash consideration to which all holders of 1st Financial SFC Stock shall become entitled pursuant to Paragraph 2.04(a) (the "“Merger Consideration"”). SFC and SNB agree that FCB’s own trust department, or the corporate trust department of First-Citizens Bank & Trust Company, Raleigh, North Carolina, each shall be acceptable to them as FCB’s Paying Agent. (ii) At the Effective Time, FCB shall deposit the aggregate Merger Consideration with the Paying Agent. The Merger Consideration shall be held in trust for the benefit of the holders of 1st Financial SFC Stock and such cash shall not be used for any other purposes; provided, however, that, pending disbursement of the Merger Consideration to 1st Financial's shareholders, provided that FCB may direct the Paying Agent to invest such cash cash, provided that such investments (A) shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s Corporation, or in certificates of deposit of or other deposit accounts in domestic commercial banks with capital exceeding $250,000,000 (including FCB)collectively, the “Permitted Investments”) or in money market funds which are invested solely in the above, or in such other investment as to which FCB and the Paying Agent shall agree (collectively, the “Permitted Investments”), any of which Permitted Investments and (B) shall have a maturity maturities that will not prevent or delay payments to be made pursuant to Paragraph 2.04(a) and this Paragraph 2.04(d2.04(c). All interest, dividends or other income on the invested funds shall belong solely to FCB. If for any reason (including losses on invested fundslosses) the funds held by the Paying Agent are inadequate to pay the amounts to which the holders of 1st Financial SFC Stock shall be entitled under Paragraph 2.04(a), Bancorp and FCB shall be liable for the payment thereof. (iii) As promptly as practicable after the Effective Time, FCB and Bancorp shall cause to be mailed to each record holder, as of the Effective Time, whose shares of 1st Financial SFC Stock were converted pursuant to Paragraph 2.04(a) into the right to receive a portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a SFC Certificate shall pass, only upon proper delivery of the SFC Certificate to the Paying Agent and shall be in such form and having have such other provisions as FCB may reasonably specify), together with ) and instructions for effecting the surrender of 1st Financial Stock a SFC Certificate in exchange for the Merger Consideration to which that record holder has become entitledfor the SFC Stock. Upon surrender of a record holder's surrender SFC Certificate for cancellation to FCB or its the Paying Agent of all certificates representing his, her or its 1st Financial Stock ("1st Financial Certificates")to such other agent or agents as may be appointed by FCB, together with a such letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stockthereto, the Paying Agent holder of such SFC Certificate shall receive promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder, in exchange for his, her or its 1st Financial Stock, in the aggregate amount of therefor the Merger Consideration into and for which the holder's 1st Financial each share of SFC Stock has been converted and exchanged, without any interest thereonformerly evidenced thereby, and those 1st Financial Certificates such SFC Certificate shall forthwith be canceled. Delivery of 1st Financial Certificates shall not be considered to have been effected, and the risk of loss of a 1st Financial Certificate shall not be considered to have passed to FCB, until the 1st Financial Certificates shall have been actually delivered to FCB, or to the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB as provided above. With respect to 1st Financial Stock in uncertificated book-entry form ("Uncertificated 1st Financial Stock"), upon a holder's delivery to FCB or the Paying Agent of a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent in its capacity as registrar and transfer agent for 1st Financial Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder in exchange for his, her or its Uncertificated 1st Financial Stock, for the aggregate amount of the Merger Consideration into and for which the holder's Uncertificated 1st Financial Stock has been converted and exchanged, without any interest thereon, and that 1st Financial Stock shall be canceled. Constructive delivery of Uncertificated 1st Financial Stock shall not be considered to have been effected or to have passed to FCB until a properly completed letter of transmittal indicating that the holder's shares are Uncertificated 1st Financial Stock shall have been actually delivered to FCB, or to the Paying Agent, in accordance with instructions by FCB as provided above. (iv) At any time following the one-year 12 month anniversary of the Effective Time, FCB shall be entitled to require the Paying Agent to deliver to it any portion of the Merger Consideration funds (including any interest received with respect thereto) previously deposited by FCB with, but which has not had been disbursed by, made available to the Paying Agent, and, thereafter, any 1st Financial shareholders who have not yet surrendered their 1st Financial Certificates, or complied with the delivery requirements for Uncertificated 1st Financial Stock, as described in Paragraph 2.04(d)(iii) above, and holders shall be entitled to look to FCB (subject to abandoned property, escheat or other similar laws) only as a general creditor thereof with respect to the Merger Consideration into which their 1st Financial Stock has been converted. Upon any such 1st Financial shareholder's later payable upon due surrender of his, her or its 1st Financial their SFC Certificates to FCB or the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB, or that shareholder's compliance with the delivery requirements for Uncertificated 1st Financial Stock, in either case as described in Paragraph 2.04(d)(iii) above, FCB shall promptly deliver to that 1st Financial shareholder, in exchange for his, her or its 1st Financial Stock, a check drawn for the aggregate amount of the Merger Consideration into and for which his, her or its 1st Financial Stock has been converted and exchanged, without any interest thereon, and any 1st Financial Certificates shall be cancelled; provided, however, that, notwithstanding anything contained in this Agreement to . Notwithstanding the contraryforegoing, neither FCB FCB, Bancorp nor the Paying Agent shall be liable to any holder of 1st Financial Stock a SFC Certificate for Merger Consideration which previously has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. In no event shall any 1st Financial shareholder receive or be entitled to interest on the Merger Consideration to which he, she or it is entitled for any period before or after the Effective Time.

Exchange and Payment Procedures; Surrender of Certificates. (i) Prior to the Effective Time, FCB shall designate 1st FinancialCBI's stock transfer agent, Broadridge Corporate Issuer Solutions, Inc.Registrar and Transfer Company, to act as agent for FCB and the holders of the 1st Financial CBI Stock in connection with the Merger (the “"Paying Agent”") and to receive in trust from FCB the aggregate cash consideration Merger Consideration to which all holders of 1st Financial CBI Stock shall become entitled pursuant to Paragraph 2.04(a) (the "Merger Consideration"). (ii) At the Effective Time, FCB shall deposit the aggregate Merger Consideration with the Paying Agent. The Merger Consideration shall be held in trust for the benefit of the holders of 1st Financial CBI Stock and such cash shall not be used for any other purposes; provided, however, that, pending disbursement of the Merger Consideration to 1st FinancialCBI's shareholders, FCB may direct the Paying Agent to invest such cash in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s 's Corporation, or in certificates of deposit of or other deposit accounts in domestic commercial banks (including FCBcollectively, the "Permitted Investments"), or in money market funds which are invested solely in the above, or in such other investment as to which FCB and the Paying Agent shall agree (collectively, the “Permitted Investments”), any of which Permitted Investments shall have a maturity that will not prevent or delay payments to be made pursuant to Paragraph 2.04(a) and this Paragraph 2.04(d2.04(c). All interest, dividends or other income on the invested funds shall belong solely to FCB. If for any reason (including losses on invested funds) the funds held by the Paying Agent are inadequate to pay the amounts to which the holders of 1st Financial CBI Stock shall be entitled under Paragraph 2.04(a), FCB shall be liable for the payment thereof. (iii) As promptly as practicable after the Effective Time, FCB shall cause to be mailed to each record holder, as of the Effective Time, whose shares of 1st Financial CBI Stock were converted pursuant to Paragraph 2.04(a) into the right to receive a portion of the Merger Consideration, a letter of transmittal (in such form and having such other provisions as FCB may reasonably specify), together with instructions for effecting the surrender of 1st Financial CBI Stock in exchange for the Merger Consideration to which that record holder has become entitledConsideration. Upon a record holderCBI shareholder's surrender to FCB or its Paying Agent of all certificates representing his, her or its 1st Financial CBI Stock ("1st Financial CBI Certificates"), together with a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent Registrar and Transfer Company in its capacity as registrar and transfer agent for 1st Financial CBI Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holderCBI shareholder, in exchange for his, her or its 1st Financial CBI Stock, in the aggregate amount of the Merger Consideration into and for which the holder's 1st Financial his, her or its CBI Stock has been converted and exchanged, without any interest thereon, and those 1st Financial CBI Certificates shall be canceled. Delivery of 1st Financial CBI Certificates shall not be considered to have been effected, and the risk of loss of a 1st Financial CBI Certificate shall not be considered to have passed to FCB, until the 1st Financial CBI Certificates shall have been actually delivered to FCB, or to the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB as provided above. With respect to 1st Financial CBI Stock in uncertificated book-entry form ("Uncertificated 1st Financial CBI Stock"), upon a holderCBI shareholder's delivery to FCB or the Paying Agent of a letter of transmittal duly executed and completed in accordance with the instructions thereto and such additional information as FCB or the Paying Agent shall reasonably request, and verification of the status and ownership of those shares by the Paying Agent Registrar and Transfer Company in its capacity as registrar and transfer agent for 1st Financial CBI Stock, the Paying Agent shall promptly deliver a check or, if agreed upon by the Paying Agent, make an electronic transfer, to that holder CBI shareholder in exchange for his, her or its Uncertificated 1st Financial CBI Stock, for the aggregate amount of the Merger Consideration into and for which the holder's his, her or its Uncertificated 1st Financial CBI Stock has been converted and exchanged, without any interest thereon, and that 1st Financial CBI Stock shall be canceled. , Constructive delivery of Uncertificated 1st Financial CBI Stock shall not be considered to have been effected or to have passed to FCB until a properly completed letter of transmittal indicating that the holder's shares are Uncertificated 1st Financial CBI Stock shall have been actually delivered to FCB, or to the Paying Agent, in accordance with instructions by FCB as provided above. (iv) At any time following the one-year anniversary of the Effective Time, FCB shall be entitled to require the Paying Agent to deliver to it any portion of the Merger Consideration (including any interest received with respect thereto) previously deposited by FCB with, but which has not been disbursed by, the Paying Agent, and, thereafter, any 1st Financial CBI shareholders who have not yet surrendered their 1st Financial CBI Certificates, or complied with the delivery requirements for Uncertificated 1st Financial CBI Stock, as described in Paragraph 2.04(d)(iii2.04(c)(iii) above, shall be entitled to look to FCB only as a general creditor thereof with respect to the Merger Consideration into which their 1st Financial CBI Stock has been converted. Upon any such 1st Financial CBI shareholder's later surrender of his, her or its 1st Financial CBI Certificates to FCB or the Paying Agent, with a properly completed letter of transmittal, in accordance with the instructions provided by FCB, or that shareholder's compliance with the delivery requirements for Uncertificated 1st Financial CBI Stock, in either case as described in Paragraph 2.04(d)(iii2.04(c)(iii) above, FCB shall promptly deliver to that 1st Financial CBI shareholder, in exchange for his, her or its 1st Financial CBI Stock, a check drawn for the aggregate amount of the Merger Consideration into and for which his, her or its 1st Financial CBI Stock has been converted and exchanged, without any interest thereon, and any 1st Financial CBI Certificates shall be cancelled; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, neither FCB nor the Paying Agent shall be liable to any holder of 1st Financial CBI Stock for Merger Consideration which previously has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. In no event shall any 1st Financial CBI shareholder receive or be entitled to interest on the Merger Consideration to which he, she or it is entitled for any period before or after the Effective Time.