0001193125-06-177752 Sample Contracts

STATE OF NORTH CAROLINA COUNTY OF DAVIE
Employment Agreement • August 22nd, 2006 • Bank of the Carolinas CORP • North Carolina

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 8th day of April, 2004 (the “Effective Date”), by and between BANK OF THE CAROLINAS (the “Bank”) and GEORGE EDWARD JORDAN (“Employee”).

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STATE OF NORTH CAROLINA COUNTY OF DAVIE
Director Stock Option Agreement • August 22nd, 2006 • Bank of the Carolinas CORP • North Carolina

THIS DIRECTOR STOCK OPTION AGREEMENT (the “Agreement”) is made as of this day of , 19 (the “Date of Grant”), by and between BANK OF DAVIE, a North Carolina banking corporation (the “Bank”), and , a resident of County, North Carolina (the “Optionee”).

COUNTY OF ROWAN STATE OF NORTH CAROLINA
Option Conversion Agreement • August 22nd, 2006 • Bank of the Carolinas CORP

WHEREAS, Bank of Davie, Mocksville, North Carolina (“Davie”), BOC Financial Corp, Landis, North Carolina (“BOC”) and BOC’s subsidiary, Bank of the Carolinas, Landis, North Carolina (“Carolinas”), executed an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) on July 20,2001; and

STATE OF NORTH CAROLINA COUNTY OF DAVIE
Employee Stock Option Agreement • August 22nd, 2006 • Bank of the Carolinas CORP • North Carolina

THIS EMPLOYEE STOCK OPTION AGREEMENT (the “Agreement”) is made as of this day of , 19 (the “Date of Grant”), by and between BANK OF DAVIE, a North Carolina banking corporation (the “Bank”), and , a resident of County, North Carolina (the “Optionee”).

AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE BY AND BETWEEN BANK OF THE CAROLINAS AND BANK OF THE CAROLINAS CORPORATION
Reorganization and Share Exchange Agreement • August 22nd, 2006 • Bank of the Carolinas CORP • North Carolina

THIS AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE (the “Agreement”) is entered into as of the 1st day of June, 2006, by and between BANK OF THE CAROLINAS (the “Bank”) and BANK OF THE CAROLINAS CORPORATION (the “Corporation”).

Contract
Agreement and Plan of Reorganization and Merger • August 22nd, 2006 • Bank of the Carolinas CORP
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