UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2012 • BNC Bancorp • National commercial banks • New York
BNC Bancorp, a North Carolina corporation (the “Company”), Bank of North Carolina (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Sandler O’Neill & Partners, L.P. (“Sandler O’Neill,” and collectively with Merrill Lynch, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch and Sandler O’Neill are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 31,260 shares of Preferred Stock to be purchased by the Underwriters are referred to
