0001193125-11-352115 Sample Contracts

AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2011 • North American Financial Holdings, Inc. • National commercial banks • New York

This AMENDMENT NO. 1 (this “Amendment”), dated as of November 28, 2011, to the Registration Rights Agreement, dated as of December 22, 2010, as amended on March 23, 2011 (the “Registration Rights Agreement”), by and among North American Financial Holdings, Inc. (together with any successor entity thereto, the “Company”), FBR Capital Markets & Co., Crestview-NAFH LLC, and the other parties thereto. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Registration Rights Agreement.

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