PLACEMENT AGENCY AGREEMENTNew York • August 20th, 2021
Jurisdiction FiledAugust 20th, 2021Bank, a North Carolina banking corporation (the "Bank"), and the United States Department of the Treasury (the "Selling Shareholder") each confirms its agreement (this "Agreement") with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") and Stifel, Nicolaus & Company, Incorporated ("Stifel," and collectively with Sandler O'Neill, the "Placement Agents") with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of 16,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share, of the Company (the "Securities").