0001193125-05-207964 Sample Contracts

CRESCENT FINANCIAL CORPORATION (a North Carolina corporation) Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 25th, 2005 • Crescent Financial Corp • State commercial banks • New York

THIS UNDERWRITING AGREEMENT (this “Agreement”) is made and entered into this day of , 2005 by and between Crescent Financial Corporation, a North Carolina corporation (the “Company”), and Ryan Beck & Co, Inc. (the “Underwriter”). The Company hereby confirms its agreement with the Underwriter with respect to the issue and sale by the Company and the purchase by the Underwriter of shares (the “Initial Securities”) of the Company’s $1.00 par value common stock (“Common Stock”). The Company also proposes to issue and sell to the Underwriter, at the Underwriter’s option, up to an additional shares of Common Stock (the “Option Securities”) as set forth herein. The term “Securities” as used herein, unless indicated otherwise, shall mean the Initial Securities and the Option Securities.

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