Exhibit 99 ESCROW AGREEMENT This ESCROW AGREEMENT ("Agreement"), made and entered into as of __________, 2002, by and among McKINNON & COMPANY, INC., a Virginia corporation (the "Underwriter"), CAROLINA BANK HOLDINGS, INC., a North Carolina...Escrow Agreement • October 29th, 2002 • Carolina Bank Holdings Inc • Savings institution, federally chartered • Virginia
BY AND BETWEENPreferred Securities Guarantee Agreement • September 23rd, 2002 • Carolina Bank Holdings Inc • Savings institution, federally chartered • North Carolina
GUARANTEE AGREEMENT Carolina Bank Holdings, Inc. Dated as of December 29, 2004Guarantee Agreement • January 4th, 2005 • Carolina Bank Holdings Inc • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 29, 2004, is executed and delivered by Carolina Bank Holdings, Inc., incorporated in North Carolina (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Carolina Capital Trust, a Delaware statutory trust (the “Issuer”).
ARTICLE IAgreement as to Expenses and Liabilities • September 23rd, 2002 • Carolina Bank Holdings Inc • Savings institution, federally chartered • North Carolina
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2015 • Carolina Bank Holdings Inc • State commercial banks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2015, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
AMONGTrust Agreement • September 23rd, 2002 • Carolina Bank Holdings Inc • Savings institution, federally chartered • Delaware
EXHIBIT 10Employment Agreement • November 9th, 2001 • Carolina Bank Holdings Inc • Blank checks • North Carolina
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2008 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 20th day of May, 2008, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Corporation”), Carolina Bank, a North Carolina-chartered bank and wholly owned subsidiary of Carolina Bank Holdings, Inc. (the “Bank”), and Robert T. Braswell, President and Chief Executive Officer of the Corporation and the Bank (the “Executive”). The Corporation and the Bank are referred to in this Agreement individually and together as the “Employer.”
Exhibit 10(vi) EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT THIS AGREEMENT is made and entered into this 10th day of March, 2003, by and between the Carolina Bank, a bank organized and existing under the laws of the State of North...Executive Supplemental Retirement Plan • March 28th, 2003 • Carolina Bank Holdings Inc • Savings institution, federally chartered • North Carolina
Trust: Rabbi Trust for the Executive Supplemental Retirement Plan Agreement and the Life Insurance Endorsement Method Split Dollar Plan AgreementLife Insurance Endorsement Method Split Dollar Plan Agreement • March 28th, 2003 • Carolina Bank Holdings Inc • Savings institution, federally chartered • North Carolina
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2015 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2015, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CAROLINA BANK DIRECTOR RETIREMENT AGREEMENTDirector Retirement Agreement • June 5th, 2008 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2008, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and Kenneth C. Mayer, Jr., a director of the Bank (the “Director”).
Carolina Bank Salary Continuation AgreementSalary Continuation Agreement • November 14th, 2014 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
This Salary Continuation Agreement (this “Agreement”) is entered into as of this 1st day of October, 2014, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and John Richard Spiker, II, its Executive Vice President (the “Executive”).
STATE OF NORTH CAROLINA COUNTY OF GUILFORDEmployment Agreement • March 23rd, 2007 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
THIS AGREEMENT entered into as of March 13, 2007 by and between CAROLINA BANK (hereinafter referred to as the “Bank”) and DANIEL D. HORNFECK (hereinafter referred to as “Employee”).
Exhibit 1.2 CAROLINA BANK HOLDINGS, INC. _________ Shares of Common Stock ($1.00 par value) SELECTED DEALER AGREEMENTSelected Dealer Agreement • September 23rd, 2002 • Carolina Bank Holdings Inc • Savings institution, federally chartered • Virginia
EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2008 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 2nd day of June , 2008, by and among Carolina Bank Holdings, Inc., a North Carolina corporation (the “Corporation”), Carolina Bank, a North Carolina-chartered bank and wholly owned subsidiary of Carolina Bank Holdings, Inc. (the “Bank”), and Daniel D. Hornfeck, Executive Vice President and Chief Credit Officer (the “Executive”). The Corporation and the Bank are referred to in this Agreement individually and together as the “Employer.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By and Between CAROLINA BANK HOLDINGS, INC. and FIRST BANCORP June 21, 2016Merger Agreement • June 23rd, 2016 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of June 21, 2016 is by and between First Bancorp, a North Carolina corporation (“FBNC”), and Carolina Bank Holdings, Inc., a North Carolina corporation (“CLBH”). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.
Common Stock ($1.00 par value)Underwriting Agreement • September 23rd, 2002 • Carolina Bank Holdings Inc • Savings institution, federally chartered • Virginia
ANDIndenture • September 23rd, 2002 • Carolina Bank Holdings Inc • Savings institution, federally chartered • North Carolina
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2015 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
This Employment Agreement (this “Agreement”) is entered into as of April 15, 2014, by and between Carolina Bank, a North Carolina-chartered bank (the “Bank”), and John Richard Spiker II (the “Employee”).
NORTH CAROLINAEmployment Agreement • March 29th, 2011 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
THIS EMPLOYMENT AGREEMENT (hereinafter the “Agreement”) is made as of the 9th day of April 2010, between Phillip Carmac (hereinafter “Employee”), a resident of Randolph County, North Carolina and CAROLINA BANK, a commercial bank formed under the laws of the State of North Carolina and having its principal place of business in Guilford County, North Carolina (hereinafter “Bank” or “Employer”).
BONUS RECOVERY AGREEMENTBonus Recovery Agreement • February 5th, 2010 • Carolina Bank Holdings Inc • State commercial banks
By signing this Bonus Recovery Agreement, the undersigned (x) acknowledges that he or she is or may be an “Affected Employee” as that term is defined in the Corporation’s Troubled Asset Relief Program (“TARP”) Capital Purchase Program (“CPP”) Clawback Policy (the “Clawback Policy”) adopted by the Board of Directors of Carolina Bank Holdings, Inc. (as the same may be modified or amended after the date hereof), (y) acknowledges having received a copy of and having read the Clawback Policy, and (z) agrees to abide by and be subject to the terms of the Clawback Policy and Rule 30.8 of the TARP CPP compensation rules.
Exhibit 2 AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE THIS AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE (this "Agreement"), made and entered into as of August 17, 2000, by and between Carolina Bank, a banking corporation...Agreement and Plan of Reorganization and Share Exchange • November 1st, 2000 • Carolina Bank Holdings Inc • North Carolina
GOLDEN PARACHUTE PAYMENT WAIVER AGREEMENTGolden Parachute Payment Waiver Agreement • February 5th, 2010 • Carolina Bank Holdings Inc • State commercial banks • North Carolina
THIS GOLDEN PARACHUTE PAYMENT WAIVER AGREEMENT (this “Agreement”) is entered into as of this day of , 20 , by and among Carolina Bank Holdings, Inc. (the “Corporation”), Carolina Bank (the “Bank”), and (the “Executive”).
