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”).
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.]
