Capital Bank Financial Corp. 121 Alhambra Plaza, Suite 1601 Coral Gables, Florida 33134 Ladies and Gentlemen:Merger Agreement • October 28th, 2016 • Ohcp MGP Iii, Ltd. • National commercial banks
As a holder of Company Common Stock (as defined below), the undersigned (collectively, the “Stockholder”) understands that CommunityOne Bancorp, a North Carolina corporation (the “Company”), and Capital Bank Financial Corp., a Delaware corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of November 22, 2015 (as it may be amended from time to time, the “Merger Agreement”), providing for, among other things, a merger of the Company with and into Parent (the “Merger”), in which each of the issued and outstanding shares of common stock, without par value, of the Company (the “Company Common Stock”) (other than shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • May 5th, 2017 • Ohcp MGP Iii, Ltd. • National commercial banks • Delaware
The undersigned, being a stockholder of Capital Bank Financial Corp., a Delaware corporation (the “Company”), hereby acknowledges that the Company, First Horizon National Corporation, a Tennessee corporation (“Parent”) and Firestone Sub, Inc., a Delaware corporation (“Merger Sub”), are concurrently entering into an Agreement and Plan of Merger, dated as of an even date herewith (as amended or modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), and subsequently, the Company will be merged with and into Parent. A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the meanings assigned to them in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 28th, 2016 • Ohcp MGP Iii, Ltd. • National commercial banks
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.01 per share, of Capital Bank Financial Corp., is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such
JOINT FILING AGREEMENTJoint Filing Agreement • August 5th, 2011 • Ohcp MGP Iii, Ltd. • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
