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Entry into a Material Definitive

On November 13, 2015, BNC Bancorp (the Company), the holding company for Bank of North Carolina, High Point, North Carolina, entered into an Agreement and Plan of Merger (the Merger Agreement) with High Point Bank Corporation (HPTB), the holding company for High Point Bank and Trust Company, High Point, North Carolina. Under the terms of the Merger Agreement, HPTB will merge with and into the Company (the Merger) and High Point Bank and Trust Company will merge with and into Bank of North Carolina. The parties anticipate closing the Merger in the second quarter of 2016.

Subject to certain conditions and potential adjustments, HPTBs shareholders will have the right to receive shares of the Companys common stock (the Company Common Stock) or cash for each share of HPTB common stock (the HPTB Common Stock) at an exchange ratio based upon the twenty-day volume weighted average price per share of the Company Common Stock ending on the closing of trading on the last trading day prior to the closing of the Merger (the VWAP). If the VWAP immediately prior to the Merger is

equal to or greater than $25.60, each share of the HPTB Common Stock would be converted into (i) cash in the amount of $300, or (ii) 11.7188 shares of Company Common Stock, prorated to 30% cash and 70% Company Common Stock;

less than $25.60 but equal to or greater than $22.25, each share of the HPTB Common Stock would be converted into (i) cash in the amount of $300, or (ii) $300 payable in the Company Common Stock, prorated to 30% cash and 70% Company Common Stock;

less than $22.25 but equal to or greater than $18.90, each share of the HPTB Common Stock would be converted into (i) cash in the amount of $300, or (ii) $300 payable in the Company Common Stock, prorated to no more than $57,267,325 in cash and 4,444,205 shares of Company Common Stock; and

less than $18.90, each share of the HPTB Common Stock would be converted into (i) cash in the amount of $300, or (ii) 15.8730 shares of Company Common Stock, prorated to 40.5% cash and 59.5% Company Common Stock.

The Merger Agreement has been approved by the boards of directors of both the Company and HPTB. The closing of the Merger is subject to the required approval of HPTBs shareholders, requisite regulatory approvals, the effectiveness of the registration statement to be filed by the Company with respect to the Company Common Stock to be issued in the transaction, and other customary closing conditions.

The Merger Agreement contains usual and customary representations and warranties that the Company and HPTB made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the Company and HPTB, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between the Company and HPTB rather than establishing matters as facts.

The Merger Agreement may be terminated in certain circumstances, including: (i) by the Company if there shall have occurred and be continuing any events or occurrences that, individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on HPTB; (ii) by HPTB if there shall have occurred and be continuing any events or occurrences that, individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on the Company; (iii) by either party if the terms, covenants or conditions of the Merger Agreement to be complied with by the other party shall not have been substantially complied with or substantially performed before the closing of the Merger; (iv) by either party in the event of a material breach by the other party of any covenant, agreement or obligation contained in the Merger Agreement which breach has not been cured within twenty days after the giving of written notice to the other party of such breach or, if...


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