STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 28th, 2014 • RMB Capital Management, LLC • National commercial banks • North Carolina
This Stock Purchase Agreement (this “Agreement”) is dated as of July 15, 2014, by and among Bank of the Carolinas Corporation, 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”).
BANK OF THE CAROLINAS CORPORATION Mocksville, North Carolina 27028 June 30, 2014Side Letter Agreement • July 28th, 2014 • RMB Capital Management, LLC • National commercial banks
Reference is made to that certain Stock Purchase Agreement, dated as of June 30, 2014 (the “Purchase Agreement”), between Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”) and the purchasers identified on the signature pages thereto (the “Purchasers”). In connection with the execution and delivery of the Purchase Agreement, the Company and the Purchasers named on Schedule A hereto (the “RMB Capital Purchasers”) are contemporaneously entering into this agreement (the “Side Letter Agreement”) and, as such, the parties hereto acknowledge and agree that this Side Letter Agreement shall remain in full force and effect notwithstanding the execution and delivery of the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
ContractRMB Acquirer Agreement • July 28th, 2014 • RMB Capital Management, LLC • National commercial banks
RMB Capital Holdings, LLC, a Delaware limited liability company, RMB Capital Management LLC, a Delaware limited liability company, Mendon Capital Advisors Corp., a Delaware corporation, RMB Mendon Managers LLC, a Delaware limited liability company, Mendon Capital LLC, a Delaware limited liability company, Mendon Capital Ltd., a Cayman Islands exempted company with limited liability and Mendon Capital Master Fund Ltd., a Cayman Islands exempted company with limited liability (each, a “ RMB Acquirer”), and their subsidiaries and affiliates (collectively, “RMB Acquirer Group”), will not, without the prior approval of the Board or its staff, directly or indirectly:
