0001193125-11-166790 Sample Contracts

Contract
Agreement and Plan of Merger • June 16th, 2011 • FNB United Corp. • National commercial banks

AMENDMENT NO. 1, dated as of June 16, 2011 (this “Amendment”), to that Agreement and Plan of Merger, dated as of April 26, 2011 (the “Agreement”), by and between FNB United Corp., a North Carolina corporation, Gamma Merger Corporation, a Delaware corporation and Bank of Granite Corporation, a Delaware corporation (collectively, the “Parties”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • June 16th, 2011 • FNB United Corp. • National commercial banks • New York
Contract
Investment Agreement • June 16th, 2011 • FNB United Corp. • National commercial banks

AMENDMENT NO. 1, dated as of June 16, 2011 (this “Amendment”), to that Investment Agreement, dated as of April 26, 2011 (the “Agreement”), by and between FNB United Corp., a North Carolina corporation (the “Company”), and Oak Hill Capital Partners III, L.P., a Delaware limited partnership, and Oak Hill Capital Management Partners III, L.P. (together, the “Investor”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

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