0001193125-11-242678 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • North Carolina

AGREEMENT, dated as of January 28, 2011, by and between Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”), and [name] (the “Indemnitee”).

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THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED
Stock Option Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware

STOCK OPTION AGREEMENT, dated May 5, 2011, between Green Bankshares, Inc., a corporation organized under the laws of the State of Tennessee (“Issuer”), and North American Financial Holdings, Inc., a Delaware corporation (“Grantee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Florida

AGREEMENT, dated as of September 30, 2010, by and between TIB Bank, Florida corporation and a banking subsidiary of TIB Financial Corp. (the “Bank”), and [Name] (the “Indemnitee”).

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF THE SOUTH, SPARTANBURG, SOUTH CAROLINA, FEDERAL DEPOSIT INSURANCE CORPORATION AND NAFH NATIONAL BANK DATED AS OF...
Purchase and Assumption Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks

Pursuant to Item 601(b)(2) of Regulation S-K, the following schedules to the Purchase and Assumption Agreement, dated July 16, 2010, by and among the Federal Deposit Insurance Corporation, Receiver Of First National Bank of the South, Spartanburg, South Carolina, NAFH National Bank and the Federal Deposit Insurance Corporation have not been provided herein:

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • North Carolina

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 28, 2011 (this “Agreement”), is entered into by CAPITAL BANK CORPORATION, a corporation organized under the laws of the State of North Carolina (the “Company”) for the benefit of the Holders (as defined herein).

INVESTMENT AGREEMENT dated as of June 29, 2010 among TIB FINANCIAL CORP., TIB BANK and NORTH AMERICAN FINANCIAL HOLDINGS, INC.
Investment Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware

INVESTMENT AGREEMENT, dated as of June 29, 2010 (this “Agreement”), among TIB Financial Corp., a corporation organized under the laws of the State of Florida (the “Company”), TIB Bank, a Florida corporation and a banking subsidiary of the Company (the “Bank”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).

AGREEMENT OF MERGER OF CAPITAL BANK WITH AND INTO NAFH NATIONAL BANK
Agreement of Merger • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks

THIS AGREEMENT OF MERGER, dated as of June 30, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and Capital Bank (“Capital Bank”).

AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • New York

This AMENDMENT NO. 1 (this “Amendment”), dated as of March 23, 2011, to the Registration Rights Agreement, dated as of December 22, 2010 (the “Registration Rights Agreement”), by and among North American Financial Holdings, Inc. (together with any successor entity thereto, the “Company”), FBR Capital Markets & Co., Crestview-NAFH LLC, and the other parties thereto. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Registration Rights Agreement.

FIRST AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks • North Carolina

THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “First Amendment”) is made and dated as of January 14, 2011 by and among Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”), Capital Bank, a North Carolina state-chartered banking corporation and a banking subsidiary of the Company (the “Bank”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”). The Company, the Bank and Purchaser are collectively referred to herein as the “Parties”.

AGREEMENT OF MERGER OF TIB BANK WITH AND INTO NAFH NATIONAL BANK
Agreement of Merger • September 8th, 2011 • North American Financial Holdings, Inc. • National commercial banks

THIS AGREEMENT OF MERGER, dated as of April 27, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and TIB Bank (“TIB Bank”).

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