North State Bancorp Sample Contracts

GUARANTEE AGREEMENT by and between NORTH STATE BANCORP, and U.S. BANK NATIONAL ASSOCIATION Dated as of March 17, 2004
Guarantee Agreement • March 28th, 2006 • North State Bancorp • State commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 17, 2004, is executed and delivered by North State Bancorp, a North Carolina corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association, organized under the laws of the United States of America, 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 North State Statutory Trust I, a Connecticut statutory trust (the “Issuer”).

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AMENDED AND RESTATED TRUST AGREEMENT among NORTH STATE BANCORP, as Depositor WELLS FARGO BANK, N.A. as Property Trustee WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees
Trust Agreement • November 30th, 2007 • North State Bancorp • State commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 28, 2007, among (i) North State Bancorp, a North Carolina corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wells Fargo Bank, N.A., a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Wells Fargo Delaware Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Kirk Whorf, an individual, David Shipp, an individual, and Sandra Temple, an individual, each of whose address is c/o North State Bancorp, 4270 the Circle at North Hills, Raleigh, North Carolina 27609, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

GUARANTEE AGREEMENT between NORTH STATE BANCORP, As Guarantor, and WELLS FARGO BANK, N.A., As Guarantee Trustee Dated as of November 28, 2007 NORTH STATE STATUTORY TRUST III
Guarantee Agreement • November 30th, 2007 • North State Bancorp • State commercial banks • New York

GUARANTEE AGREEMENT, dated as of November 28, 2007, executed and delivered by NORTH STATE BANCORP, a North Carolina corporation (the “Guarantor”) having its principal office at 4270 The Circle at North Hills, Raleigh, North Carolina 27609, and WELLS FARGO BANK, N.A., a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of North State Statutory Trust III, a Delaware statutory trust (the “Issuer”).

JUNIOR SUBORDINATED INDENTURE between NORTH STATE BANCORP and WELLS FARGO BANK, N.A., as Trustee Dated as of November 28, 2007
Indenture • November 30th, 2007 • North State Bancorp • State commercial banks • New York

JUNIOR SUBORDINATED INDENTURE, dated as of November 28, 2007, between NORTH STATE BANCORP, a North Carolina corporation (the “Company”), and WELLS FARGO BANK, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”).

FISCAL AND PAYING AGENCY AGREEMENT Between NORTH STATE BANK, Issuer and WILMINGTON TRUST COMPANY Fiscal and Paying Agent Dated as of May 13, 2008 Floating Rate Subordinated Notes Due June 30, 2018
Fiscal and Paying Agency Agreement • August 14th, 2008 • North State Bancorp • State commercial banks • New York

This Fiscal and Paying Agency Agreement (as may be amended, supplemented or otherwise modified from time to time, and together with all Exhibits hereto, this “Agreement”) is dated as of May 13, 2008 between NORTH STATE BANK, a North Carolina state-chartered bank (the “Issuer”), and WILMINGTON TRUST COMPANY, a banking corporation organized under laws of the State of Delaware (the “Fiscal and Paying Agent”).

AMENDMENT NO. 1 TO AGREEMENT
To Agreement • March 30th, 2010 • North State Bancorp • State commercial banks • North Carolina

THIS AMENDMENT NO. 1 TO AGREEMENT (the “Agreement”) is made and entered into on this 29th day of October 2002 (the “Effective Date”), by and between North State Bank, a North Carolina banking corporation (the “ Bank”) and Kirk A. Whorf (“Executive”).

AGREEMENT BETWEEN NORTH STATE BANK AND SANDRA A. TEMPLE
Agreement Between North • March 28th, 2003 • North State Bancorp • State commercial banks • North Carolina

THIS AGREEMENT is made and entered into on this 1st day of June, 2000, by and between North State Bank (hereinafter referred to as “the Bank”) and Sandra A. Temple (hereinafter referred to as “Executive”).

AGREEMENT BETWEEN NORTH STATE BANK AND LARRY BARBOUR
Agreement Between North State Bank and Larry • March 28th, 2003 • North State Bancorp • State commercial banks • North Carolina

THIS AGREEMENT is made and entered into on this lst day of June, 2000, by and between North State Bank (hereinafter referred to as “the Bank”) and Larry D. Barbour (hereinafter referred to as “Barbour”).

LEASE AGREEMENT
Lease Agreement • March 30th, 2007 • North State Bancorp • State commercial banks

THE LANDLORD AND THE TENANT AGREE TO LEASE THE RENTAL SPACE FOR THE TERM, RENT, ADDITIONAL RENT AND OTHER CONDITIONS STATED AS FOLLOWS:

AGREEMENT BETWEEN NORTH STATE BANK AND LARRY BARBOUR
And Larry Barbour • March 30th, 2010 • North State Bancorp • State commercial banks • North Carolina

THIS AGREEMENT is made and entered into on this lst day of June, 2000, by and between North State Bank (hereinafter referred to as “the Bank”) and Larry D. Barbour (hereinafter referred to as “Barbour”).

LEASE AGREEMENT NORTH STATE BANK OFFICE AND BANKING FACILITY EASTWOOD ROAD WILMINGTON, NORTH CAROLINA LEASE SUMMARY
Lease Agreement • March 30th, 2007 • North State Bancorp • State commercial banks • North Carolina

THIS LEASE AGREEMENT (this “Lease”) is made and entered into on the date and between the Landlord and Tenant identified in the Lease Summary.

LEASE AGREEMENT
Lease Agreement • May 13th, 2005 • North State Bancorp • State commercial banks • North Carolina

THIS LEASE AGREEMENT, made and entered into this day of , 20 , by and between NHM00, LLC, a North Carolina Limited Liability Company, by and through Kane Realty Corporation, its Managing Agent, (hereinafter referred to as “LANDLORD”) and NORTH STATE BANCORP., a North Carolina Corporation (hereinafter referred to as “TENANT”);

AGREEMENT BETWEEN NORTH STATE BANK AND JUDY STEPHENSON
Agreement Between North State Bank and Judy Stephenson • March 28th, 2003 • North State Bancorp • State commercial banks • North Carolina

THIS AGREEMENT is made and entered into on this 1st day of June, 2000, by and between North State Bank (hereinafter referred to as “the Bank”) and Judy Stephenson (hereinafter referred to as “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 28th, 2008 • North State Bancorp • State commercial banks • North Carolina

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into on this 10th day of September, 2007 (the “Effective Date”), by and between North State Bank (the “Bank”) and David M. Shipp (“Executive”).

Portions of this exhibit marked [*] are requested to be treated confidentially. EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2010 • North State Bancorp • State commercial banks • North Carolina

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on this 12th day of February, 2010, by and between North State Bank (hereinafter referred to as the “Bank”) and J. Kenneth Sykes (hereinafter referred to as “Employee”).

Amendment No. One To Lease Dated April 10, 2000
Office Lease Agreement • May 13th, 2005 • North State Bancorp • State commercial banks

This Standard Office Lease Agreement has been filled in for submission to your attorney for legal approval. No representation or recommendation is made by Anthony & Co, or its agents of employees as to the legal sufficiency, legal effect, or tax consequences of this Lease or the transaction relating thereto; and both Landlord and Tenant shall rely solely upon the advice of their own legal counsel as to the legal and tax consequences of this lease.

CHANGE IN CONTROL AGREEMENT BETWEEN NORTH STATE BANK AND BRIAN HEDGES
Change in Control Agreement • March 30th, 2012 • North State Bancorp • State commercial banks • North Carolina

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into on this 24th day of May, 2011 (the “Effective Date”) by and between North State Bank (the “Bank”) and Brian Hedges (“Executive”).

AGREEMENT BETWEEN NORTH STATE BANK AND KIRK WHORF
Agreement Between North State Bank and Kirk Whorf • March 28th, 2003 • North State Bancorp • State commercial banks • North Carolina

THIS AGREEMENT is made and entered into on this 1st day of June 2000, by and between North State Bank (hereinafter referred to as “the Bank”) and Kirk Whorf (hereinafter referred to as “Executive”).

AGREEMENT AND PLAN OF HOLDING COMPANY REORGANIZATION AND SHARE EXCHANGE by and between NORTH STATE BANK and NORTH STATE BANCORP
Agreement and Plan • July 1st, 2002 • North State Bancorp • North Carolina
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