AGREEMENT AND PLAN OF MERGER by and among SOUTHERN COMMUNITY FINANCIAL CORPORATION, CAPITAL BANK FINANCIAL CORP, and WINSTON 23 CORPORATION Dated as of March 26, 2012Merger Agreement • May 22nd, 2012 • Capital Bank Financial Corp. • National commercial banks • North Carolina
Agreement and Plan of Merger (“Agreement”), dated as of March 26, 2012, by and between Southern Community Financial Corporation, a North Carolina corporation (“Company”), Capital Bank Financial Corp, a Delaware corporation (“Parent”), and Winston 23 Corporation, a North Carolina corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Certain capitalized terms have the meanings given to such terms in Article I.
FORM OF NORTH AMERICAN FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT (FOR MANAGEMENT)Restricted Stock Award Agreement • May 22nd, 2012 • Capital Bank Financial Corp. • National commercial banks • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [—], is made by and between North American Financial Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”).
