P.A. Uses in Acquisition Proposal Clause

Acquisition Proposal from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of this 13th day of November, 2015, by and between HIGH POINT BANK CORPORATION, a Delaware corporation ("HPBC" and, unless the context otherwise requires, the term "HPBC" shall include HPBC and its wholly-owned subsidiary bank, HIGH POINT BANK AND TRUST COMPANY, a North Carolina bank (the "Bank")), and BNC BANCORP, a North Carolina corporation ("BNC").

Acquisition Proposal. This Agreement may be terminated by HPBC upon written notice to BNC, if, prior to obtaining the Requisite HPBC Shareholder Approval, (a) the board of directors of HPBC shall have effected an Adverse Recommendation Change and (b) HPBC has complied with the requirements of Section 2.2 and Section 4.18. If, (i) while an Acquisition Proposal is outstanding or after such an offer has been accepted, (1) either party terminates this Agreement pursuant to Section 10.5, or (2) HPBC terminates this Agreement other than pursuant to Section 10.1(b) or Section 10.2(b), or (ii) BNC terminates this Agreement pursuant to this Article X after an Adverse Recommendation Change, then HPBC shall pay, or cause to be paid to BNC, at the time of the termination of this Agreement, an amount equal to $4,237,884, which shall be the sole and exclusive remedy of BNC for all claims under this Agreement.

Acquisition Proposal from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of this 13th day of November, 2015, by and between HIGH POINT BANK CORPORATION, a Delaware corporation ("HPBC" and, unless the context otherwise requires, the term "HPBC" shall include HPBC and its wholly-owned subsidiary bank, HIGH POINT BANK AND TRUST COMPANY, a North Carolina bank (the "Bank")), and BNC BANCORP, a North Carolina corporation ("BNC").

Acquisition Proposal. This Agreement may be terminated by HPBC upon written notice to BNC, if, prior to obtaining the Requisite HPBC Shareholder Approval, (a) the board of directors of HPBC shall have effected an Adverse Recommendation Change and (b) HPBC has complied with the requirements of Section 2.2 and Section 4.18. If, (i) while an Acquisition Proposal is outstanding or after such an offer has been accepted, (1) either party terminates this Agreement pursuant to Section 10.5, or (2) HPBC terminates this Agreement other than pursuant to Section 10.1(b) or Section 10.2(b), or (ii) BNC terminates this Agreement pursuant to this Article X after an Adverse Recommendation Change, then HPBC shall pay, or cause to be paid to BNC, at the time of the termination of this Agreement, an amount equal to $4,237,884, which shall be the sole and exclusive remedy of BNC for all claims under this Agreement.