PURCHASE AND ASSUMPTION AGREEMENT dated as of August 6, 2014 between FIRST COMMUNITY BANK and CRESCOM BANKPurchase and Assumption Agreement • August 7th, 2014 • Carolina Financial Corp • State commercial banks • Virginia
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of August 6, 2014 (this “Agreement”), between First Community Bank, a state-chartered banking corporation, organized under the laws of Virginia, with its principal office located in Bluefield, Virginia (“Seller”), and CresCom Bank, a state-chartered banking corporation, organized under the laws of South Carolina, with its principal office located in Charleston, South Carolina (“Purchaser”).
1,571,429 Shares* CAROLINA FINANCIAL CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2017 • Carolina Financial Corp • State commercial banks • Florida
Carolina Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 1,571,429 shares of its Common Stock, par value $0.01 per share (the “Common Stock”). The aggregate of 1,571,429 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 235,714 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
FORM OF DEPOSIT AGREEMENTDeposit Agreement • January 12th, 2018 • Carolina Financial Corp • State commercial banks
This DEPOSIT AGREEMENT (“Deposit Agreement”) is made and entered into as of , 20 , by and among Carolina Financial Corporation, a Delaware corporation, [ ], and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
CAROLINA FINANCIAL CORPORATION Form of Stock Option Agreement CAROLINA FINANCIAL CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • July 1st, 2014 • Carolina Financial Corp • State commercial banks • South Carolina
THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of this day of , between Carolina Financial Corporation, a Delaware corporation (the “Company”), and (the “Optionee”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN UNITED BANKSHARES, INC. AND CAROLINA FINANCIAL CORPORATION Dated as of November 17, 2019Agreement and Plan of Merger • November 18th, 2019 • Carolina Financial Corp • State commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 17, 2019, is entered into by and between United Bankshares, Inc., a West Virginia corporation (“Buyer”), and Carolina Financial Corporation, a Delaware corporation (“CFC”). Each of Buyer and CFC is referred to herein as a “Party” and, together, as the “Parties.”
CAROLINA FINANCIAL CORPORATION AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE AGREEMENTSupplemental Executive Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered • South Carolina
This Amended and Restated Supplemental Executive Agreement (the “Agreement”) is made effective as of December 24, 2008, by and between Carolina Financial Corporation (the “Company”) and M. J. Huggins, III (the “Executive”) to supplement the amended and restated employment agreement between Executive and Crescent Bank (the “Bank”), a wholly-owned subsidiary of the Company, dated December 24, 2008 (the “Employment Agreement”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Employment Agreement (and any successor thereto).
CRESCENT BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered • South Carolina
This Amended and Restated Employment Agreement (the "Agreement") is made effective as of December 24, 2008, by and between Crescent Bank, a state chartered stock bank (the "Bank") and David L. Morrow (the "Executive"). Any reference herein to the "Company" shall refer to Carolina Financial Corporation, the stock holding company parent of the Bank.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and CAROLINA TRUST BANCSHARES, INC. Dated as of July 15, 2019Agreement and Plan of Merger and Reorganization • July 18th, 2019 • Carolina Financial Corp • State commercial banks • South Carolina
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of July 15, 2019, is by and between Carolina Financial Corporation, a Delaware corporation (“Carolina Financial”), and Carolina Trust BancShares, Inc., a North Carolina corporation (“Carolina Trust”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.
AGREEMENT AND PLAN OF MERGER By And Between CAROLINA FINANCIAL CORPORATION and GREER BANCSHARES INCORPORATED Dated as of November 7, 2016Agreement and Plan of Merger • December 23rd, 2016 • Carolina Financial Corp • State commercial banks • South Carolina
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 7, 2016, is by and between Carolina Financial Corporation, a Delaware corporation (“Buyer”), and Greer Bancshares Incorporated, a South Carolina corporation (“Seller”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and FIRST SOUTH BANCORP, INC. Dated as of June 9, 2017Agreement and Plan of Merger and Reorganization • June 15th, 2017 • Carolina Financial Corp • State commercial banks • South Carolina
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of June 9, 2017, is by and between Carolina Financial Corporation, a Delaware corporation (“Carolina Financial”), and First South Bancorp, Inc., a Virginia corporation (“First South”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.
First Amendment to the Amended and Restated Employment Agreement between CresCom Bank and M. J. Huggins, IIIEmployment Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered
WHEREAS, CresCom Bank (the “Bank”) and M. J. Huggins III (the “Executive) are parties to an Amended and Restated Employment Agreement dated as of December 24, 2008 (the “Agreement);
SUBSERVICING AGREEMENT BY AND BETWEEN CENLAR FSB AND CRESCENT MORTAGE COMPANY Dated: January 1, 2004 SUBSERVICING AGREEMENTSubservicing Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered • New Jersey
THIS SUBSERVICING AGREEMENT (“Agreement”) is made as of the 1st day of January, 2004 (the “Contract Date”) by and between Crescent Mortgage Company (herein, “Owner/Servicer”), and Cenlar FSB (herein, “Subservicer”).
CAROLINA FINANCIAL CORPORATION EMPLOYMENT AGREEMENTCarolina Financial Corporation • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered • South Carolina
This Agreement (the “Agreement”) is made effective as of the 1st day of May, 2008 (the “Effective Date”) by and between Carolina Financial Corporation, a South Carolina corporation (the “Company”), and Jerold Lee Rexroad (“Executive”).
First Amendment to the Amended and Restated Employment Agreement between CresCom Bank and David L. MorrowEmployment Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered
WHEREAS, CresCom Bank (the “Bank”) and David J. Morrow (the “Executive)” are parties to an Amended and Restated Employment Agreement dated as of December 24, 2008 (the “Agreement”);
First Amendment to the Employment Agreement between Carolina Financial Corporation and Jerold Lee RexroadEmployment Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered
WHEREAS, Carolina Financial Corporation (the “Company”) and Jerold Lee Rexroad (the “Executive) are parties to Employment Agreement dated as of May 1, 2008 (the “Agreement”);
THIRD AMENDMENT TO SUBSERVICING AGREEMENTSubservicing Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered
THIS THIRD AMENDMENT TO SUBSERVICING AGREEMENT (“Third Amendment”) is made as of January 1, 2011 by and between Crescent Mortgage Company (“Owner/Servicer”) and Cenlar FSB (“Subservicer”).
1,596,350 Shares CAROLINA FINANCIAL CORPORATION Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2018 • Carolina Financial Corp • State commercial banks • Florida
Carolina Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Raymond James & Associates, Inc. (the “Underwriter”), and the individuals named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriter, an aggregate of 1,596,350 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), of which (a) 1,500,000 shares are to be issued and sold by the Company (the “Firm Primary Shares”), and (b) 96,350 shares are to be sold by the Selling Stockholders (the “Firm Secondary Shares”), each Selling Stockholder selling the number of Firm Secondary Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto. The Firm Primary Shares and the Firm Secondary Shares are collectively referred to in this Agreement as the “Shares.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and FIRST SOUTH BANCORP, INC. Dated as of June 9, 2017Employment Agreement • August 10th, 2017 • Carolina Financial Corp • State commercial banks • South Carolina
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of June 9, 2017, is by and between Carolina Financial Corporation, a Delaware corporation (“Carolina Financial”), and First South Bancorp, Inc., a Virginia corporation (“First South”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.
CRESCENT MORTGAGE COMPANY EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2016 • Carolina Financial Corp • State commercial banks • South Carolina
This Employment Agreement (the “Agreement”) is made effective as of January 21, 2015, by and between Crescent Mortgage Company (the “Employer”), a wholesale and correspondent mortgage lender and wholly-owned subsidiary of CresCom Bank (the “Bank”), and Fowler Williams (the “Executive”). Any reference herein to the “Company” shall refer to Carolina Financial Corporation, the stock holding company parent of the Bank.
Second Amendment to the Employment Agreement between CresCom Bank and M.J. Huggins, IIIEmployment Agreement • May 10th, 2019 • Carolina Financial Corp • State commercial banks
WHEREAS, CresCom Bank (the “Bank”) and M.J. Huggins, III (the “Executive)” are parties to an Amended and Restated Employment Agreement dated as of December 24, 2008, as amended by the First Amendment, dated September 21, 2012 (collectively, the “Agreement”); and
SECOND AMENDMENT TO SUBSERVICING AGREEMENTSubservicing Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered
THIS SECOND AMENDMENT TO SUBSERVICING AGREEMENT (“Second Amendment”) dated as of February 1, 2006 by and between Crescent Mortgage Company (“Owner/Servicer”) and Cenlar FSB (“Subservicer”).
FIRST AMENDMENT TO SUBSERVICING AGREEMENTSubservicing Agreement • February 26th, 2014 • Carolina Financial Corp • Savings institution, federally chartered
THIS FIRST AMENDMENT TO SUBSERVICING AGREEMENT (“First Amendment”) dated as of February 19, 2004 by and between Crescent Mortgage Company (“Owner/Servicer”) and Cenlar FSB (“Subservicer”).
