Shares CAPITAL BANK FINANCIAL HOLDING CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2012 • Capital Bank Financial Corp. • National commercial banks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of December 16, 2009, by and between the Company and FBCM in connection with the purchase and sale or placement of the Common Stock (plus an additional 4,125,000 shares to cover additional allotments, if any). In order to induce the investors who are purchasing Common Stock in connection with the Offering to purchase such Common Stock and FBCM to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBCM, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 27th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware
AGREEMENT, dated as of [—], 2011, by and between [—], a corporation organized under the laws of the State of Delaware (the “Company”), and [name] (the “Indemnitee”).
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDEDStock Option Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware
STOCK OPTION AGREEMENT, dated May 5, 2011, between Green Bankshares, Inc., a corporation organized under the laws of the State of Tennessee (“Issuer”), and North American Financial Holdings, Inc., a Delaware corporation (“Grantee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Tennessee
AGREEMENT, dated as of September 7, 2011, by and between GreenBank, a Tennessee state-chartered banking corporation and a banking subsidiary of Green Bankshares, Inc. (the “Bank”), and [ ] (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and between CAPITAL BANK FINANCIAL CORP. and COMMUNITYONE BANCORP Dated as of November 22, 2015Merger Agreement • November 24th, 2015 • Capital Bank Financial Corp. • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 22, 2015 (this "Agreement"), by and between Capital Bank Financial Corp., a Delaware corporation ("Parent"), and CommunityOne Bancorp, a North Carolina corporation (the "Company").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2016 • Capital Bank Financial Corp. • National commercial banks • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2016, by and between Capital Bank Financial Corp., a Delaware corporation (the “Company”), and R. Bruce Singletary (the “Executive”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF THE SOUTH, SPARTANBURG, SOUTH CAROLINA, FEDERAL DEPOSIT INSURANCE CORPORATION AND NAFH NATIONAL BANK DATED AS OF...Purchase and Assumption Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks
Pursuant to Item 601(b)(2) of Regulation S-K, the following schedules to the Purchase and Assumption Agreement, dated July 16, 2010, by and among the Federal Deposit Insurance Corporation, Receiver Of First National Bank of the South, Spartanburg, South Carolina, NAFH National Bank and the Federal Deposit Insurance Corporation have not been provided herein:
REGISTRATION RIGHTS AGREEMENT dated as of September 7, 2011 by and between GREEN BANKSHARES, INC. and NORTH AMERICAN FINANCIAL HOLDINGS, INC.Registration Rights Agreement • October 25th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of September 7, 2011, by and between Green Bankshares, Inc., a corporation organized under the laws of the State of Tennessee (the “Company”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).
Capital Bank Financial Corp. 121 Alhambra Plaza, Suite 1601 Coral Gables, Florida 33134Merger Agreement • November 24th, 2015 • Capital Bank Financial Corp. • National commercial banks
As a holder of Company Common Stock (as defined below), the undersigned (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.
AGREEMENT AND PLAN OF MERGER dated May 3, 2017 between FIRST HORIZON NATIONAL CORPORATION, CAPITAL BANK FINANCIAL CORP. and FIRESTONE SUB, INC.Merger Agreement • May 5th, 2017 • Capital Bank Financial Corp. • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated May 3, 2017 (this “Agreement”), between First Horizon National Corporation, a Tennessee corporation (“Parent”), Capital Bank Financial Corp., a Delaware corporation (“Company”), and Firestone Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 25th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Tennessee
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 7, 2011 (this “Agreement”), is entered into by GREEN BANKSHARES, INC., a corporation organized under the laws of the State of Tennessee (the “Company”) for the benefit of the Holders (as defined herein).
INVESTMENT AGREEMENT dated as of November 3, 2010 among CAPITAL BANK CORPORATION, CAPITAL BANK and NORTH AMERICAN FINANCIAL HOLDINGS, INC.Investment Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • North Carolina
INVESTMENT AGREEMENT, dated as of November 3, 2010 (this “Agreement”), among Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”), Capital Bank, a North Carolina state-chartered banking corporation and a banking subsidiary of the Company (the “Bank”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).
Capital Bank Financial Corp. 121 Alhambra Plaza, Suite 1601 Coral Gables, Florida 33134Merger Agreement • November 24th, 2015 • Capital Bank Financial Corp. • 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.
INVESTMENT AGREEMENT dated as of June 29, 2010 among TIB FINANCIAL CORP., TIB BANK and NORTH AMERICAN FINANCIAL HOLDINGS, INC.Investment Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware
INVESTMENT AGREEMENT, dated as of June 29, 2010 (this “Agreement”), among TIB Financial Corp., a corporation organized under the laws of the State of Florida (the “Company”), TIB Bank, a Florida corporation and a banking subsidiary of the Company (the “Bank”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).
AGREEMENT OF MERGER OF CAPITAL BANK WITH AND INTO NAFH NATIONAL BANKMerger Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks
THIS AGREEMENT OF MERGER, dated as of June 30, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and Capital Bank (“Capital Bank”).
Written Agreement by and between ) TIB FINANCIAL CORPORATION ) Docket No. 10-172-WA/RB-HC Naples, Florida ) and ) FEDERAL RESERVE BANK OF ATLANTA ) Atlanta, Georgia )Written Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks
WHEREAS, TIB Financial Corporation, Naples, Florida (“TIB”), a registered bank holding company, owns and controls TIB Bank, Naples, Florida (the “Bank”), a state-chartered nonmember bank;
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 1, 2011, by and between North American Financial Holdings, Inc., a Delaware corporation (“NAFH”) and Capital Bank Corporation, a North Carolina Company (“CBKN”).
AGREEMENT AND PLAN OF MERGER by and among SOUTHERN COMMUNITY FINANCIAL CORPORATION, CAPITAL BANK FINANCIAL CORP, and WINSTON 23 CORPORATION Dated as of March 26, 2012Merger Agreement • May 22nd, 2012 • Capital Bank Financial Corp. • National commercial banks • North Carolina
Agreement and Plan of Merger (“Agreement”), dated as of March 26, 2012, by and between Southern Community Financial Corporation, a North Carolina corporation (“Company”), Capital Bank Financial Corp, a Delaware corporation (“Parent”), and Winston 23 Corporation, a North Carolina corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Certain capitalized terms have the meanings given to such terms in Article I.
FORM OF NORTH AMERICAN FINANCIAL HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT (FOR MANAGEMENT)Nonqualified Stock Option Agreement • May 22nd, 2012 • Capital Bank Financial Corp. • National commercial banks • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of [—], is made by and between North American Financial Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”).
AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2011 • North American Financial Holdings, Inc. • National commercial banks • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of November 28, 2011, to the Registration Rights Agreement, dated as of December 22, 2010, as amended on March 23, 2011 (the “Registration Rights Agreement”), by and among North American Financial Holdings, Inc. (together with any successor entity thereto, the “Company”), FBR Capital Markets & Co., Crestview-NAFH LLC, and the other parties thereto. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Registration Rights Agreement.
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 23, 2011, to the Registration Rights Agreement, dated as of December 22, 2010 (the “Registration Rights Agreement”), by and among North American Financial Holdings, Inc. (together with any successor entity thereto, the “Company”), FBR Capital Markets & Co., Crestview-NAFH LLC, and the other parties thereto. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Registration Rights Agreement.
AGREEMENT AND PLAN OF MERGER OF GREENBANK WITH AND INTO CAPITAL BANK, NATIONAL ASSOCIATIONMerger Agreement • September 10th, 2012 • Capital Bank Financial Corp. • National commercial banks
This Agreement and Plan of Merger (the “Agreement”) dated as of September 7, 2011, adopted and made by and between CAPITAL BANK, NATIONAL ASSOCIATION (“Capital Bank”), a national banking association with its main office located in Miami, Florida, and GREENBANK (“GreenBank”), a Tennessee state chartered nonmember bank, each acting pursuant to resolutions adopted by the vote of a majority of its directors in accordance with 12 U.S.C. § 215a.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 28th, 2012 • Capital Bank Financial Corp. • National commercial banks • North Carolina
This AMENDMENT NO. 1 (this “Amendment”) to Agreement and Plan of Merger is made and entered into as of June 25, 2012, by and between Southern Community Financial Corporation, a North Carolina corporation (“Company”), Capital Bank Financial Corp, a Delaware corporation (“Parent”), and Winston 23 Corporation, a North Carolina corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
NORTH AMERICAN FINANCIAL HOLDINGS, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)Restricted Stock Award Agreement • May 22nd, 2012 • Capital Bank Financial Corp. • National commercial banks • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [—], is made by and between North American Financial Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”).
NORTH AMERICAN FINANCIAL HOLDINGS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)Nonqualified Stock Option Agreement • May 22nd, 2012 • Capital Bank Financial Corp. • National commercial banks • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of [—], is made by and between North American Financial Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”).
FIRST AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • North Carolina
THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “First Amendment”) is made and dated as of January 14, 2011 by and among Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”), Capital Bank, a North Carolina state-chartered banking corporation and a banking subsidiary of the Company (the “Bank”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”). The Company, the Bank and Purchaser are collectively referred to herein as the “Parties”.
AGREEMENT OF MERGER OF TIB BANK WITH AND INTO NAFH NATIONAL BANKMerger Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks
THIS AGREEMENT OF MERGER, dated as of April 27, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and TIB Bank (“TIB Bank”).
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • May 5th, 2017 • Capital Bank Financial Corp. • 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. [If this agreement is being provided on behalf of a trust, the term “undersigned” shall include both the trust and the trustee.]
FORM OF NORTH AMERICAN FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT (FOR MANAGEMENT)Restricted Stock Award Agreement • May 22nd, 2012 • Capital Bank Financial Corp. • National commercial banks • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [—], is made by and between North American Financial Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”).
LEAD INVESTOR AGREEMENTLead Investor Agreement • September 18th, 2012 • Capital Bank Financial Corp. • National commercial banks • New York
This Lead Investor Agreement (this “Agreement”) is entered into as of December 22, 2009, by and among North American Financial Holdings, Inc. (the “Company”), Crestview-NAFH, LLC (the “Lead Investor”) and certain individuals listed on the signature pages hereto (the “Management Shareholders” and, collectively with the Company and the Lead Investor, the “Parties”).
CAPITAL BANK FINANCIAL CORP. 2013 OMNIBUS COMPENSATION PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 5th, 2016 • Capital Bank Financial Corp. • National commercial banks • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of [______], 2016 (the “Grant Date”), is made by and between Capital Bank Financial Corp., a Delaware corporation (the “Company”), and [________] (“Participant”).
First Horizon and Capital Bank merger to create fourth largest regional bank in SoutheastMerger Agreement • May 4th, 2017 • Capital Bank Financial Corp. • National commercial banks
Memphis, Tenn., and Charlotte, N.C. -— First Horizon National Corp. (NYSE: FHN) and Capital Bank Financial Corp. (NASDAQ: CBF) have entered into a definitive agreement that will create the fourth largest regional bank in the Southeast. Under the agreement First Horizon, which has $30 billion in assets, will acquire Capital Bank, which has $10 billion in assets. First Horizon operates 170 branches across Tennessee and the Southeast, and Capital Bank operates 193 branches in the Carolinas, Tennessee, Florida and Virginia. The merger will accelerate First Horizon’s strategic plan to enhance its presence in fast-growing markets in the Southeast.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 20th, 2016 • Capital Bank Financial Corp. • National commercial banks • New York
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2016, by and between Capital Bank Financial Corp., a Delaware corporation (the “Company”), and Kenneth J. Kavanagh (the “Executive”). Capitalized terms used herein without definition have the meanings ascribed to such terms in Section 1.
FORM OF NORTH AMERICAN FINANCIAL HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 8th, 2013 • Capital Bank Financial Corp. • National commercial banks • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of May , 2013 (the “Grant Date”), is made by and between Capital Bank Financial Corp. (formerly North American Financial Holdings, Inc.), a Delaware corporation (the “Company”), and (“Participant”).
