AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 5th, 2012 • Capital Bank Corp • State commercial banks • North Carolina
This AMENDMENT NO. 2 (this “Amendment”) to Agreement and Plan of Merger is made and entered into as of September 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”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 5th, 2012 • Capital Bank Corp • State commercial banks • North Carolina
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of October 1, 2012 (this “Agreement”), is entered into by Capital Bank Financial Corporation (the “Purchaser”), a Delaware corporation, for the benefit of the Holders (as defined herein).
