Crescent Financial Bancshares, Inc. Sample Contracts

Vantagesouth Bancshares, Inc. – SEVERANCE AGREEMENT, WAIVER and GENERAL RELEASE (May 12th, 2014)

This Severance Agreement, Waiver and General Release (“Agreement”) is made by and between VantageSouth Bank (the “Bank”) and Lee H. Roberts (“Employee”).

Vantagesouth Bancshares, Inc. – FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (April 25th, 2014)

This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated April 22, 2014 (this “Amendment”) amends that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 27, 2014, by and among Yadkin Financial Corporation (“Yadkin”), VantageSouth Bancshares, Inc. (“VantageSouth”), and Piedmont Community Bank Holdings, Inc. (“Piedmont”), pursuant to which VantageSouth and Piedmont will each merge with and into Yadkin.

Vantagesouth Bancshares, Inc. – Important information 2 Forward Looking Statements Information in this presentation contains forward-looking statements with the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including the possibility of the interests of the majority stockholder of VantageSouth Bancshares, Inc. (the “Company”), Piedmont Community Bank Holdings, Inc., differing from other stockholders of Company or any change in management, strategic direction, business plan, operations, the ability of our m (April 23rd, 2014)
Vantagesouth Bancshares, Inc. – CONSOLIDATED FINANCIAL STATEMENTS PIEDMONT COMMUNITY BANK HOLDINGS. INC. AND SUBSIDIARIES INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS (March 24th, 2014)

We have audited the accompanying consolidated balance sheets of Piedmont Community Bank Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Vantagesouth Bancshares, Inc. – MANAGEMENT'S DISCUSSION AND ANALYSIS Piedmont Community Bank Holdings, Inc. As of and For the Years Ended December 31, 2013 and 2012 (March 24th, 2014)

Piedmont Community Bank Holdings, Inc. (the "Company" or "Piedmont") is a bank holding company incorporated under the laws of Delaware on May 7, 2009. The Company was formed to build a community banking franchise in North Carolina and surrounding markets. The Company currently owns approximately 58 percent of VantageSouth Bancshares, Inc. ("VantageSouth"), which is also a Delaware-chartered bank holding company. Both the Company and VantageSouth conduct their business operations primarily through VantageSouth Bank (the "Bank"), which is the wholly-owned banking subsidiary of VantageSouth. Piedmont also wholly owns VantageSouth Holdings, LLC, which was formed on October 12, 2010 to hold certain loans purchased by Piedmont from the Bank. The Company's headquarters are located in Raleigh, North Carolina.

Vantagesouth Bancshares, Inc. – Cautionary statement regarding forward-looking statements 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward- (March 4th, 2014)
Vantagesouth Bancshares, Inc. – SECURITIES PURCHASE AGREEMENT (January 30th, 2014)

This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2014, by and among VantageSouth Bancshares, Inc., a corporation organized under the laws of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Vantagesouth Bancshares, Inc. – REGISTRATION RIGHTS AGREEMENT (January 30th, 2014)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 24, 2014, by and among VantageSouth Bancshares, Inc., a corporation organized under the laws of Delaware (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

Vantagesouth Bancshares, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG YADKIN FINANCIAL CORPORATION, VANTAGESOUTH BANCSHARES, INC., AND PIEDMONT COMMUNITY BANK HOLDINGS, INC. DATED AS OF JANUARY 27, 2014 (January 30th, 2014)

This AGREEMENT AND PLAN OF MERGER is dated as of January 27, 2014 (this “Agreement”), by and among Yadkin Financial Corporation, a North Carolina corporation (“Yadkin”), VantageSouth Bancshares, Inc., a Delaware corporation (“Vantage”), and Piedmont Community Bank Holdings, Inc., a Delaware corporation (“Piedmont”). Each of Vantage, Yadkin and Piedmont are referred to herein as a “Party” and, together, as the “Parties.”

Vantagesouth Bancshares, Inc. – SECURITIES PURCHASE AGREEMENT (January 30th, 2014)

This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2014, by and among VantageSouth Bancshares, Inc., a corporation organized under the laws of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Vantagesouth Bancshares, Inc. – REGISTRATION RIGHTS AGREEMENT (January 30th, 2014)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 24, 2014, by and among VantageSouth Bancshares, Inc., a corporation organized under the laws of Delaware (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

Vantagesouth Bancshares, Inc. – Cautionary statement regarding forward-looking statements 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward- (January 27th, 2014)
Vantagesouth Bancshares, Inc. – Forward-looking statements 2 Statements in this presentation relating to plans, strategies, economic performance and trends, projections of results of specific, acquisitions, activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and unc (December 18th, 2013)
Vantagesouth Bancshares, Inc. – Forward-looking statements 2 Statements in this presentation relating to plans, strategies, economic performance and trends, projections of results of specific, acquisitions, activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and unc (October 30th, 2013)
Vantagesouth Bancshares, Inc. – ECB Bancorp, Inc. and Subsidiary Consolidated Financial Statements As of and for the three months ended March 31, 2013 (unaudited), as of and for the year ended December 31, 2012, and for the year ended December 31, 2011 (August 20th, 2013)
Vantagesouth Bancshares, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (August 20th, 2013)

On April 1, 2013, VantageSouth Bancshares, Inc. (the “Company” or “VSB”) completed the merger of ECB Bancorp, Inc. (“ECB”) with and into the Company (the “ECB Merger”). The ECB Merger was completed pursuant to an Agreement and Plan of Merger dated as of September 25, 2012 (the “Merger Agreement”). Immediately following the ECB Merger, The East Carolina Bank, a wholly-owned subsidiary of ECB, was merged with and into VantageSouth Bank. Upon the closing of the ECB Merger, each outstanding share of ECB common stock was converted into the right to receive 3.55 shares of common stock of the Company. The merger consideration consisted of 10,312,186 shares of the Company’s common stock. Based upon the $3.94 per share closing price of the Company’s common stock on March 28, 2013, the transaction value was $40.6 million. Following the ECB Merger, Piedmont Community Bank Holdings, Inc. (“Piedmont”) owned approximately 70 percent of the Company’s outstanding common stock.

Vantagesouth Bancshares, Inc. – FORM OF SUBORDINATED NOTE CERTIFICATE VANTAGESOUTH BANCSHARES, INC. 7.625% Subordinated Note due August 12, 2023 (August 15th, 2013)

THIS OBLIGATION IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE OBLIGATIONS OF VANTAGESOUTH BANCSHARES, INC. (THE “ISSUER”) TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED.

Vantagesouth Bancshares, Inc. – SUBORDINATED NOTE PURCHASE AGREEMENT (August 15th, 2013)

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of , 2013, and is made by and among VantageSouth Bancshares, Inc. (“Borrower”), and the several lenders named on Schedule I hereto (each a “Lender” and collectively, the “Lenders”).

Vantagesouth Bancshares, Inc. – Forward-looking statements 2 Statements in this presentation relating to plans, strategies, economic performance and trends, projections of results of specific, acquisitions, activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and unc (July 31st, 2013)
Vantagesouth Bancshares, Inc. – Forward-looking statements 2 Statements in this presentation relating to plans, strategies, economic performance and trends, projections of results of specific, acquisitions, activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and unc (July 30th, 2013)
Crescent Financial Bancshares, Inc. – WARRANT TO PURCHASE COMMON STOCK (April 3rd, 2013)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF SECURITIES PURCHASE AGREEMENTs BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID.

Crescent Financial Bancshares, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (April 3rd, 2013)

The accompanying unaudited pro forma condensed combined financial statements present the pro forma consolidated financial position and results of operations of the combined company following the completion of the merger of ECB with and into Crescent (the “ECB Merger”). The unaudited pro forma condensed combined financial statements are based upon the historical financial statements of Crescent and ECB, as applicable, after giving effect to the adjustments described in the following footnotes, and are intended to reflect the impact of each of the ECB Merger on Crescent.

Crescent Financial Bancshares, Inc. – UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 April 1, 2013 (April 3rd, 2013)

Reference is made to both (i) that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms dated as of January 16, 2009 (the “Acquired Company Securities Purchase Agreement”) by and among the United States Department of the Treasury (the “Investor”) and ECB Bancorp (the “Acquired Company”) and (ii) that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms dated as of January 9, 2009 (the “Acquiror Company Securities Purchase Agreement,” and together with the Acquired Company Securities Purchase Agreement, the “Securities Purchase Agreements”) by and among Investor and Crescent Financial Bancshares, Inc. (the “Acquiror Company”; collectively, Acquiror Company and Acquired Company are referred to as the “Companies”). Further detail regarding both Securities Purchase Agreements are set forth on Schedule A hereto. Investor and Companies desire to set forth herein certain additional agreements as a result of the consumma

Crescent Financial Bancshares, Inc. – United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 April 1, 2013 (April 3rd, 2013)

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreements – Standard Terms (the “Securities Purchase Agreements”), dated as of January 16, 2009, between ECB Bancorp, Inc. (the “Acquired Company”) and the United States Department of Treasury (“Investor”) and dated as of January 9, 2009 between Crescent Financial Bancshares, Inc. (the “Acquiror Company”) and the Investor. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreements.

Crescent Financial Bancshares, Inc. – 2012 Annual Report ECB Bancorp, Inc. and Subsidiary (April 3rd, 2013)

We have audited the accompanying consolidated balance sheets of ECB Bancorp, Inc. and Subsidiary (the “Company”) as of December 31, 2012 and 2011, and the related consolidated results of operations, statements of comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Crescent Financial Bancshares, Inc. – STATE OF DELAWARE CERTIFICATE OF CORRECTION (April 3rd, 2013)

CRESCENT FINANCIAL BANCSHARES, INC. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

Crescent Financial Bancshares, Inc. – Crescent Financial Bancshares, Inc. Agreement to Acquire ECB Bancorp, Inc. September 2012 (September 25th, 2012)

Cautionary Statement Regarding Forward-Looking Statements• This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements involve a number of risks and uncertainties. • Crescent Financial Bancshares, Inc. (“CRFN”) and ECB Bancorp, Inc. (“ECBE”) caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking stateme

Crescent Financial Bancshares, Inc. – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ECB BANCORP, INC. AND CRESCENT FINANCIAL BANCSHARES, INC. DATED AS OF SEPTEMBER 25, 2012 (September 25th, 2012)

This AGREEMENT AND PLAN OF MERGER is dated as of September 25, 2012 (this “Agreement”), by and between ECB Bancorp, Inc., a North Carolina corporation (“Seller”), and Crescent Financial Bancshares, Inc., a Delaware corporation (“Buyer”). Each of Buyer and Seller are referred to herein as a “Party” and, together, as the “Parties.”

Crescent Financial Bancshares, Inc. – AGREEMENT AND PLAN OF MERGER by and among VANTAGESOUTH BANK, CRESCENT STATE BANK, and CRESCENT FINANCIAL BANCSHARES, INC. Dated as of August 10, 2012 (August 13th, 2012)

This Agreement and Plan of Merger (this “Agreement”), dated as of August 10, 2012, by and among VantageSouth Bank, a North Carolina-chartered commercial bank (“VantageSouth”) and Crescent Financial Bancshares, Inc., a Delaware corporation (“Parent”), and Crescent State Bank, a North Carolina-chartered commercial bank and a wholly owned subsidiary of Parent (“Crescent Bank”). Certain capitalized terms have the meanings given to such terms in Article I.

Crescent Financial Bancshares, Inc. – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (April 5th, 2012)

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and among Piedmont Community Bank Holdings, Inc. (“Piedmont”), a Delaware corporation, Crescent Financial Bancshares, Inc. (“Crescent Financial”), a Delaware Corporation, and Crescent State Bank (the “Bank”), a state bank chartered under the laws of North Carolina, and Scott Custer (the “Executive”) effective as of January 1, 2012 (the “Effective Date”).

Crescent Financial Bancshares, Inc. – SEPARATION AND RELEASE AGREEMENT (March 30th, 2012)

This Separation and Release Agreement (this “Agreement”) is made as of this 15th day of March, 2012, by and among Crescent Financial Bancshares, Inc. (the “Company”), a Delaware corporation and successor to Crescent Financial Corporation, a North Carolina corporation; Crescent State Bank (the “Bank”), a North Carolina-chartered bank (the Company and the Bank are collectively referred to herein as the “Employer”); and Bruce W. Elder (the “Executive”), a resident of the State of North Carolina.

Crescent Financial Bancshares, Inc. – SEPARATION AND RELEASE AGREEMENT (March 30th, 2012)

This Separation and Release Agreement (this “Agreement”) is made as of this 30th day of January, 2012, by and among Crescent Financial Bancshares, Inc. (the “Company”), a Delaware corporation and successor to Crescent Financial Corporation, a North Carolina corporation; Crescent State Bank (the “Bank”), a North Carolinas chartered bank (the Company and the Bank are collectively referred to herein as the “Employer”); and Michael G. Carlton, a resident of the State of North Carolina (the “Executive”).

Crescent Financial Bancshares, Inc. – SEPARATION AND RELEASE AGREEMENT (March 30th, 2012)

This Separation and Release Agreement (this “Agreement”) is made as of this 13th day of February, 2012, by and between Crescent State Bank (the “Bank”), a North Carolina-chartered bank and Ray D. Vaughn (the “Executive”), a resident of the State of North Carolina.

Crescent Financial Bancshares, Inc. – AFFILIATE SERVICES AGREEMENT (March 30th, 2012)

This Agreement, by and between Piedmont Community Bank Holdings, Inc. a corporation incorporated under the laws of the State of Delaware (“Piedmont”), Crescent Financial Bancshares, Inc., a corporation incorporated under the laws of the State of Delaware (“Crescent Financial”), Crescent State Bank, a bank organized under the laws of the State of North Carolina (“CSB”), and VantageSouth Bank, a bank organized under the laws of the State of North Carolina (“VantageSouth”), is made and executed to be effective as of January 1, 2012.

Crescent Financial Bancshares, Inc. – SEPARATION AND RELEASE AGREEMENT (March 30th, 2012)

This Separation and Release Agreement (this “Agreement”) is made as of this 27th day of January, 2012, by and between Crescent State Bank (the “Bank”), a North Carolina-chartered bank and Thomas E. Holder, Jr. (the “Executive”), a resident of the State of North Carolina.