0001193125-11-279096 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 25th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Tennessee

AGREEMENT, dated as of September 7, 2011, by and between Green Bankshares, Inc., a corporation organized under the laws of the State of Tennessee (the “Company”), and [ ] (the “Indemnitee”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 25th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Tennessee

AGREEMENT, dated as of September 7, 2011, by and between GreenBank, a Tennessee state-chartered banking corporation and a banking subsidiary of Green Bankshares, Inc. (the “Bank”), and [ ] (the “Indemnitee”).

REGISTRATION RIGHTS AGREEMENT dated as of September 7, 2011 by and between GREEN BANKSHARES, INC. and NORTH AMERICAN FINANCIAL HOLDINGS, INC.
Registration Rights Agreement • October 25th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of September 7, 2011, by and between Green Bankshares, Inc., a corporation organized under the laws of the State of Tennessee (the “Company”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • October 25th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Tennessee

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 7, 2011 (this “Agreement”), is entered into by GREEN BANKSHARES, INC., a corporation organized under the laws of the State of Tennessee (the “Company”) for the benefit of the Holders (as defined herein).

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