Bank of the Carolinas CORP Sample Contracts

GUARANTEE AGREEMENT BANK OF THE CAROLINAS CORPORATION Dated as of March 26, 2008
Guarantee Agreement • March 28th, 2008 • Bank of the Carolinas CORP • National commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of March 26, 2008, is executed and delivered by Bank of the Carolinas Corporation, incorporated in North Carolina (the “Guarantor”), and Wells Fargo Bank, National Association, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Bank of the Carolinas Trust I, a Delaware statutory trust (the “Issuer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2014 • Bank of the Carolinas CORP • National commercial banks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 15, 2014, by and among Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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STATE OF NORTH CAROLINA COUNTY OF DAVIE
Employment Agreement • December 23rd, 2008 • Bank of the Carolinas CORP • National commercial banks • North Carolina

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 23rd day of December, 2008 (the “Effective Date”), by and between BANK OF THE CAROLINAS (the “Bank”) and MICHAEL D. LARROWE (“Employee”).

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UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 April 17, 2009
Bank of the Carolinas CORP • June 12th, 2009 • National commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 21st, 2014 • Bank of the Carolinas CORP • National commercial banks • North Carolina

This Stock Purchase Agreement (this “Agreement”) is dated as of July 15, 2014, by and among Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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STATE OF NORTH CAROLINA COUNTY OF DAVIE
Director Stock Option Agreement • August 22nd, 2006 • Bank of the Carolinas CORP • North Carolina

THIS DIRECTOR STOCK OPTION AGREEMENT (the “Agreement”) is made as of this day of , 19 (the “Date of Grant”), by and between BANK OF DAVIE, a North Carolina banking corporation (the “Bank”), and , a resident of County, North Carolina (the “Optionee”).

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SECURITIES PURCHASE AGREEMENT by and between THE UNITED STATES DEPARTMENT OF THE TREASURY and BANK OF THE CAROLINAS CORPORATION Dated as of April 18, 2014
Securities Purchase Agreement • August 14th, 2014 • Bank of the Carolinas CORP • National commercial banks • New York

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of April 18, 2014, by and between the United States Department of the Treasury (the “Seller”) and Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”).

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STATE OF NORTH CAROLINA COUNTY OF DAVIE
Consultation Agreement • August 14th, 2008 • Bank of the Carolinas CORP • National commercial banks • North Carolina

THIS RESIGNATION AND CONSULTATION AGREEMENT AND RELEASE (the “Agreement”) is made and entered into by and between BANK OF THE CAROLINAS (the “Bank”); and ERIC E. RHODES (“Rhodes”);

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BANK OF THE CAROLINAS CORPORATION Mocksville, North Carolina 27028 July 15, 2014
Bank of the Carolinas CORP • July 21st, 2014 • National commercial banks • Delaware

Reference is made to that certain Stock Purchase Agreement, dated as of July 15, 2014 (the “Purchase Agreement”), between Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”) and the purchasers identified on the signature pages thereto (the “Purchasers”). In connection with the execution and delivery of the Purchase Agreement, the Company and FJ Capital Management, LLC (“FJ Manager”) are contemporaneously entering into this agreement (the “Side Letter Agreement”) and, as such, the parties hereto acknowledge and agree that this Side Letter Agreement shall remain in full force and effect notwithstanding the execution and delivery of the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

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COUNTY OF ROWAN STATE OF NORTH CAROLINA
Option Conversion Agreement • August 22nd, 2006 • Bank of the Carolinas CORP

WHEREAS, Bank of Davie, Mocksville, North Carolina (“Davie”), BOC Financial Corp, Landis, North Carolina (“BOC”) and BOC’s subsidiary, Bank of the Carolinas, Landis, North Carolina (“Carolinas”), executed an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) on July 20,2001; and

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BANK OF THE CAROLINAS CORPORATION Mocksville, North Carolina 27028 July 15, 2014
Bank of the Carolinas CORP • July 21st, 2014 • National commercial banks

Reference is made to that certain Stock Purchase Agreement, dated as of July 15, 2014 (the “Purchase Agreement”), between Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”) and the purchasers identified on the signature pages thereto (the “Purchasers”). In connection with the execution and delivery of the Purchase Agreement, the Company and the Purchasers named on Schedule A hereto (the “Sandler Purchasers”) are contemporaneously entering into this agreement (the “Side Letter Agreement”) and, as such, the parties hereto acknowledge and agree that this Side Letter Agreement shall remain in full force and effect notwithstanding the execution and delivery of the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

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BANK OF THE CAROLINAS CORPORATION Mocksville, North Carolina 27028 July 15, 2014
Bank of the Carolinas CORP • July 21st, 2014 • National commercial banks

Reference is made to that certain Stock Purchase Agreement, dated as of July 15, 2014 (the “Purchase Agreement”), between Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”) and the purchasers identified on the signature pages thereto (the “Purchasers”). In connection with the execution and delivery of the Purchase Agreement, the Company and the Purchasers named on Schedule A hereto (the “RMB Capital Purchasers”) are contemporaneously entering into this agreement (the “Side Letter Agreement”) and, as such, the parties hereto acknowledge and agree that this Side Letter Agreement shall remain in full force and effect notwithstanding the execution and delivery of the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

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STATE OF NORTH CAROLINA COUNTY OF DAVIE
Employee Stock Option Agreement • August 22nd, 2006 • Bank of the Carolinas CORP • North Carolina

THIS EMPLOYEE STOCK OPTION AGREEMENT (the “Agreement”) is made as of this day of , 19 (the “Date of Grant”), by and between BANK OF DAVIE, a North Carolina banking corporation (the “Bank”), and , a resident of County, North Carolina (the “Optionee”).

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BANK OF THE CAROLINAS CORPORATION Mocksville, North Carolina 27028 July 15, 2014
Bank of the Carolinas CORP • July 21st, 2014 • National commercial banks

Reference is made to that certain Stock Purchase Agreement, dated as of July 15, 2014 (the “Purchase Agreement”), between Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”) and the purchasers identified on the signature pages thereto (the “Purchasers”). In connection with the execution and delivery of the Purchase Agreement, the Company and TFO Financial Institutions Restructuring Fund II LLC (“TFO”) are contemporaneously entering into this agreement (the “Side Letter Agreement”) and, as such, the parties hereto acknowledge and agree that this Side Letter Agreement shall remain in full force and effect notwithstanding the execution and delivery of the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

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AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND BETWEEN RANDOLPH BANK & TRUST COMPANY AND BANK OF THE CAROLINAS AND JOINED IN BY BANK OF THE CAROLINAS CORPORATION April 12, 2007
Agreement and Plan Of • April 12th, 2007 • Bank of the Carolinas CORP • National commercial banks • North Carolina

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the “Agreement”) is entered into as of the 12th day of April, 2007, by and between RANDOLPH BANK & TRUST COMPANY (“Randolph”) and BANK OF THE CAROLINAS (“BOC”), and joined in by BANK OF THE CAROLINAS CORPORATION (“BOCC”) to evidence its approval of this Agreement and its consent to the terms of this Agreement that apply to it.

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AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE BY AND BETWEEN BANK OF THE CAROLINAS AND BANK OF THE CAROLINAS CORPORATION
Agreement and Plan • August 22nd, 2006 • Bank of the Carolinas CORP • North Carolina

THIS AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE (the “Agreement”) is entered into as of the 1st day of June, 2006, by and between BANK OF THE CAROLINAS (the “Bank”) and BANK OF THE CAROLINAS CORPORATION (the “Corporation”).

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BANK OF THE CAROLINAS CORPORATION Mocksville, North Carolina 27028 July 15, 2014
Bank of the Carolinas CORP • July 21st, 2014 • National commercial banks • Delaware

Reference is made to that certain Stock Purchase Agreement, dated as of July 15, 2014 (the “Purchase Agreement”), between Bank of the Carolinas Corporation, a North Carolina corporation (the “Company”) and the purchasers identified on the signature pages thereto (the “Purchasers”). In connection with the execution and delivery of the Purchase Agreement, the Company and Bridge Equities III, LLC (“BEQIII”) are contemporaneously entering into this agreement (the “Side Letter Agreement”) and, as such, the parties hereto acknowledge and agree that this Side Letter Agreement shall remain in full force and effect notwithstanding the execution and delivery of the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

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STATE OF NORTH CAROLINA COUNTY OF DAVIE
Change in Control Agreement • March 30th, 2011 • Bank of the Carolinas CORP • National commercial banks • North Carolina

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into as of the 16th day of September, 2009 (the “Effective Date”), by and between BANK OF THE CAROLINAS (“BOC”) and ROBERT W. JOHNSON (“Employee”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF MAY 6, 2015 BY AND AMONG BANK OF THE OZARKS, INC., BANK OF THE OZARKS, BANK OF THE CAROLINAS CORPORATION AND BANK OF THE CAROLINAS
Agreement and Plan of Merger and Reorganization • May 6th, 2015 • Bank of the Carolinas CORP • National commercial banks • Arkansas

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is dated as of May 6, 2015, by and among Bank of the Ozarks, Inc., an Arkansas corporation with its principal office in Little Rock, Arkansas (“Buyer”), Bank of the Ozarks, an Arkansas state banking corporation with its principal office in Little Rock, Arkansas and a wholly-owned subsidiary of Buyer (“Buyer Bank”), Bank of the Carolinas Corporation, a North Carolina corporation with its principal office in Mocksville, North Carolina (“Company”) and Bank of the Carolinas, a North Carolina chartered bank and wholly-owned subsidiary of Company (“Company Bank”).

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FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Benefits Preservation Plan • May 15th, 2015 • Bank of the Carolinas CORP • National commercial banks

THIS FIRST AMENDMENT (this “Amendment”) to the Tax Benefits Preservation Plan (the “Plan”), dated as of July 11, 2014 between Bank of the Carolinas Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent”) is effective as of 12:00 p.m., eastern time on May 6, 2015. All capitalized terms not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Plan.

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FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C.
Bank of the Carolinas CORP • May 3rd, 2011 • National commercial banks

Subject to the acceptance of this STIPULATION TO THE ISSUANCE OF A CONSENT ORDER (“STIPULATION”) by the Federal Deposit Insurance Corporation (“FDIC”), it is hereby stipulated and agreed by and between a representative of the Legal Division of the FDIC, a representative of the North Carolina Office of the Commissioner of Banks (“Commissioner”), and Bank of the Carolinas, Mocksville, North Carolina (“Bank”), through its Board of Directors, as follows:

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Written Agreement by and between BANK OF THE CAROLINAS CORPORATION Mocksville, North Carolina Docket No. 11-103-WA/RB-HC and FEDERAL RESERVE BANK OF RICHMOND Richmond, Virginia
Bank of the Carolinas CORP • November 14th, 2011 • National commercial banks

WHEREAS, Bank of the Carolinas Corporation, Mocksville, North Carolina (“BCC”), a registered bank holding company, owns and controls Bank of the Carolinas, Mocksville, North Carolina (“Bank”), a state-chartered nonmember bank, and a nonbank subsidiary;

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Contract
Bank of the Carolinas CORP • August 22nd, 2006
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