AGREEMENT AND PLAN OF MERGER by and between CAPITAL BANK FINANCIAL CORP. and COMMUNITYONE BANCORP Dated as of November 22, 2015Agreement and Plan of Merger • November 24th, 2015 • CommunityOne Bancorp • 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”).
November 22, 2015CommunityOne Bancorp • November 24th, 2015 • National commercial banks
As a holder of Parent 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.
November 22, 2015Letter Agreement • November 24th, 2015 • CommunityOne Bancorp • National commercial banks • North Carolina
This letter agreement (this “Agreement”) sets forth the terms of certain agreements made by and among you, CommunityOne Bancorp (the “Company”), and CommunityOne Bank (the “Bank”) relating to the Employment Agreement, dated October 1, 2014, by and among you, the Company, and the Bank (the “Employment Agreement”), and certain related matters in connection with Company entering into the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the “Merger Agreement”).
November 22, 2015CommunityOne Bancorp • November 24th, 2015 • 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.
