0000898822-11-000775 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 7th, 2011 • Green Bankshares, Inc. • State commercial banks • Tennessee

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 [ ] (the “Indemnitee”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 7th, 2011 • Green Bankshares, Inc. • State 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 7th, 2011 • Green Bankshares, Inc. • State 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”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • September 7th, 2011 • Green Bankshares, Inc. • State 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).

AGREEMENT AND PLAN OF MERGER OF GREENBANK WITH AND INTO CAPITAL BANK, NATIONAL ASSOCIATION
Agreement and Plan of Merger • September 7th, 2011 • Green Bankshares, Inc. • State 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.

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