WARRANT
TO PURCHASE COMMON STOCK


 


THE SECURITIES REPRESENTED BY THIS
INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT
IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF SECURITIES PURCHASE AGREEMENTs BETWEEN THE ISSUER OF
THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY
THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS. ANY SALE OR OTHER TRANSFER
NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID.


 


WARRANT


to purchase


514,693.2


Shares of Common Stock


 


of Crescent Financial Bancshares, Inc.


 


Effective Date: April 1, 2013


 


1.          Definitions.
Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.


 


“Affiliate” has the meaning
ascribed to it in the Purchase Agreements.


 


“Appraisal Procedure”
means a procedure whereby two independent appraisers, one chosen by the Company and one by the Original Warrantholder, shall mutually
agree upon the determinations then the subject of appraisal. Each party shall deliver a notice to the other appointing its appraiser
within 15 days after the Appraisal Procedure is invoked. If within 30 days after appointment of the two appraisers they are unable
to agree upon the amount in question, a third independent appraiser shall be chosen within 10 days thereafter by the mutual consent
of such first two appraisers. The decision of the third appraiser so appointed and chosen shall be given within 30 days after the
selection of such third appraiser. If three appraisers shall be appointed and the determination of one appraiser is disparate from
the middle determination by more than twice the amount by which the other determination is disparate from the middle determination,
then the determination of such appraiser shall be excluded, the remaining two determinations shall be averaged and such average
shall be binding and conclusive upon the Company and the Original Warrantholder; otherwise, the average of all three determinations
shall be binding upon the Company and the Original Warrantholder. The costs of conducting any Appraisal Procedure shall be borne
by the Company.


 




    	 



    	 



    

 


“Board of Directors”
means the board of directors of the Company, including any duly authorized committee thereof.


 


“Business Combination”
means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s
stockholders.


 


“business day” means
any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or
required by law or other governmental actions to close.


 


“Capital Stock” means
(A) with respect to any Person that is a corporation or company, any and all shares, interests, participations or other
equivalents (however designated) of capital or capital stock of such Person and (B) with respect to any Person that is not a corporation
or company, any and all partnership or other equity interests of such Person.


 


“Charter” means, with
respect to any Person, its certificate or articles of incorporation, articles of association, or similar organizational document.


 


“Common Stock” has the
meaning ascribed to it in the Purchase Agreements.


 


“Company” means the Person
whose name, corporate or other organizational form and jurisdiction of organization is set forth in Item 1 of Schedule A hereto.


 


“conversion” has the
meaning set forth in Section 13(B).


 


“convertible securities”
has the meaning set forth in Section 13(B).


 


“CPP” has the meaning
ascribed to it in the Purchase Agreements.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“Exercise Price” means
the amount set forth in Item 2 of Schedule A hereto.


 


“Expiration Time” has
the meaning set forth in Section 3.


 


“Fair Market Value” means,
with respect to any security or other property, the fair market value of such security or other property as determined by the Board
of Directors, acting in good faith or, with respect to Section 14, as determined by the Original Warrantholder acting in good faith.
For so long as the Original Warrantholder holds this Warrant or any portion thereof, it may object in writing to the Board of Director’s
calculation of fair market value within 10 days of receipt of written notice thereof. If the Original Warrantholder and the Company
are unable to agree on fair market value during the 10-day period following the delivery of the Original Warrantholder’s
objection, the Appraisal Procedure may be invoked by either party to determine Fair Market Value by delivering written notification
thereof not later than the 30th day after delivery of the Original Warrantholder’s objection.


 


“Governmental Entities”
has the meaning ascribed to it in the Purchase Agreements.


 




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“Initial Number” has
the meaning set forth in Section 13(B).


 


“Issue Date” means the
date set forth in Item 3 of Schedule A hereto.


 


“Market Price” means,
with respect to a particular security, on any given day, the last reported sale price regular way or, in case no such reported
sale takes place on such day, the average of the last closing bid and ask prices regular way, in either case on the principal national
securities exchange on which the applicable securities are listed or admitted to trading, or if not listed or admitted to trading
on any national securities exchange, the average of the closing bid and ask prices as furnished by two members of the Financial
Industry Regulatory Authority, Inc. selected from time to time by the Company for that purpose. “Market Price” shall
be determined without reference to after hours or extended hours trading. If such security is not listed and traded in a manner
that the quotations referred to above are available for the period required hereunder, the Market Price per share of Common Stock
shall be deemed to be (i) in the event that any portion of the Warrant is held by the Original Warrantholder, the fair market value
per share of such security as determined in good faith by the Original Warrantholder or (ii) in all other circumstances, the fair
market value per share of such security as determined in good faith by the Board of Directors in reliance on an opinion of a nationally
recognized independent investment banking corporation retained by the Company for this purpose and certified in a resolution to
the Warrantholder. For the purposes of determining the Market Price of the Common Stock on the "trading day" preceding,
on or following the occurrence of an event, (i) that trading day shall be deemed to commence immediately after the regular scheduled
closing time of trading on the New York Stock Exchange or, if trading is closed at an earlier time, such earlier time and (ii)
that trading day shall end at the next regular scheduled closing time, or if trading is closed at an earlier time, such earlier
time (for the avoidance of doubt, and as an example, if the Market Price is to be determined as of the last trading day preceding
a specified event and the closing time of trading on a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m.
on that day, the Market Price would be determined by reference to such 4:00 p.m. closing price).


 


“Ordinary Cash Dividends”
means a regular quarterly cash dividend on shares of Common Stock out of surplus or net profits legally available therefor (determined
in accordance with generally accepted accounting principles in effect from time to time), provided that Ordinary Cash Dividends
shall not include any cash dividends paid subsequent to the Issue Date to the extent the aggregate per share dividends paid on
the outstanding Common Stock in any quarter exceed the amount set forth in Item 4 of Schedule A hereto, as adjusted for any stock
split, stock dividend, reverse stock split, reclassification or similar transaction.


 


“Original Warrantholder”
means the United States Department of the Treasury. Any actions specified to be taken by the Original Warrantholder hereunder may
only be taken by such Person and not by any other Warrantholder.


 


“Permitted Transactions”
has the meaning set forth in Section 13(B).


 


“Person” has the meaning given
to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.


 




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“Per Share Fair Market Value”
has the meaning set forth in Section 13(C).


 


“Preferred Shares” means
the perpetual preferred stock issued to the Original Warrantholder on the Issue Date pursuant to the Purchase Agreements and Post-Merger
Side Letter.


 


“Pro Rata Repurchases”
means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to (A) any tender offer or exchange
offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any other offer available
to substantially all holders of Common Stock, in the case of both (A) or (B), whether for cash, shares of Capital Stock of the
Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including,
without limitation, shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination
thereof, effected while this Warrant is outstanding. The “Effective Date” of a Pro Rata Repurchase shall mean the date
of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase
or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.


 


“Purchase Agreements”
means the Securities Purchase Agreements – Standard Terms incorporated into the Letter Agreements, dated as of the dates
set forth in Item 5 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of
the Treasury (the “Letter Agreements”), including all annexes and schedules thereto.


 


“Qualified Equity Offering”
has the meaning ascribed to it in the Purchase Agreements.


 


“Regulatory Approvals”
with respect to the Warrantholder, means, to the extent applicable and required to permit the Warrantholder to exercise this Warrant
for shares of Common Stock and to own such Common Stock without the Warrantholder being in violation of applicable law, rule or
regulation, the receipt of any necessary approvals and authorizations of, filings and registrations with, notifications to, or
expiration or termination of any applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations thereunder.


 


“SEC” means the U.S.
Securities and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“Shares” has the meaning
set forth in Section 2.


 


“trading day” means (A)
if the shares of Common Stock are not traded on any national or regional securities exchange or association or over-the-counter
market, a business day or (B) if the shares of Common Stock are traded on any national or regional securities exchange or association
or over-the-counter market, a business day on which such relevant exchange or quotation system is scheduled to be open for business
and on which the shares of Common Stock (i) are not suspended from trading on any national or regional securities exchange or association
or over-the-counter market for any period or periods aggregating one half hour or longer; and (ii) have traded at least once on
the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading
of the shares of Common Stock.


 




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“U.S. GAAP” means United
States generally accepted accounting principles.


 


“Warrantholder” has the
meaning set forth in Section 2.


 


“Warrant” means this
Warrant, issued pursuant to the Purchase Agreements and the Post-Merger Side Letter.


 


2.          Number
of Shares; Exercise Price. This certifies that, for value received, the United States Department of the Treasury or its permitted
assigns (the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire
from the Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up to an aggregate of
the number of fully paid and nonassessable shares of Common Stock set forth in Item 6 of Schedule A hereto, at a purchase price
per share of Common Stock equal to the Exercise Price. The number of shares of Common Stock (the “Shares”) and the
Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock,” “Shares”
and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.


 


3.          Exercise
of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the
Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after
the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City
time on the tenth anniversary of the Issue Dates, as provided in Schedule A attached hereto (the “Expiration Time”),
by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder,
at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other
office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address
of the Warrantholder appearing on the books of the Company), and payment of the Exercise Price for the Shares thereby purchased:


 


i.           by
having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise,
shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant
is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice
of Exercise is delivered to the Company pursuant to this Section 3, or


 


ii.         with
the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the
order of the Company, or by wire transfer of immediately available funds to an account designated by the Company.


 




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If the Warrantholder does not exercise this
Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event
not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal
to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so
exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its
exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable
Regulatory Approvals.


 


4.          Issuance
of Shares; Authorization; Listing. Certificates for Shares issued upon exercise of this Warrant will be issued in such name
or names as the Warrantholder may designate and will be delivered to such named Person or Persons within a reasonable time, not
to exceed three business days after the date on which this Warrant has been duly exercised in accordance with the terms of this
Warrant. The Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with
the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges (other than liens or charges created by the Warrantholder, income and franchise taxes incurred in connection
with the exercise of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Company agrees
that the Shares so issued will be deemed to have been issued to the Warrantholder as of the close of business on the date on which
this Warrant and payment of the Exercise Price are delivered to the Company in accordance with the terms of this Warrant, notwithstanding
that the stock transfer books of the Company may then be closed or certificates representing such Shares may not be actually delivered
on such date. The Company will at all times reserve and keep available, out of its authorized but unissued Common Stock, solely
for the purpose of providing for the exercise of this Warrant, the aggregate number of shares of Common Stock then issuable upon
exercise of this Warrant at any time. The Company will (A) procure, at its sole expense, the listing of the Shares issuable upon
exercise of this Warrant at any time, subject to issuance or notice of issuance, on all principal stock exchanges on which the
Common Stock is then listed or traded and (B) maintain such listings of such Shares at all times after issuance. The Company will
use reasonable best efforts to ensure that the Shares may be issued without violation of any applicable law or regulation or of
any requirement of any securities exchange on which the Shares are listed or traded.


 


5.          No
Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon any exercise
of this Warrant. In lieu of any fractional Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall
be entitled to receive a cash payment equal to the Market Price of the Common Stock on the last trading day preceding the date
of exercise less the pro-rated Exercise Price for such fractional share.


 


6.          No
Rights as Stockholders; Transfer Books. This Warrant does not entitle the Warrantholder to any voting rights or other rights
as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against
transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.


 


7.          Charges,
Taxes and Expenses. Issuance of certificates for Shares to the Warrantholder upon the exercise of this Warrant shall be made
without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company.


 




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8.            Transfer/Assignment.


 


(A)         Subject
to compliance with clause (B) of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part, upon
the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made
and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees,
upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other
than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants
pursuant to this Section 8 shall be paid by the Company.


 


(B)         The
transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section
4.4 of the Purchase Agreement[s]. If and for so long as required by the Purchase Agreements, this Warrant shall contain the legends
as set forth in Sections 4.2(a) and 4.2(b) of the Purchase Agreements.


 


9.           Exchange
and Registry of Warrant. This Warrant is exchangeable, upon the surrender hereof by the Warrantholder to the Company, for a
new warrant or warrants of like tenor and representing the right to purchase the same aggregate number of Shares. The Company shall
maintain a registry showing the name and address of the Warrantholder as the registered holder of this Warrant. This Warrant may
be surrendered for exchange or exercise in accordance with its terms, at the office of the Company, and the Company shall be entitled
to rely in all respects, prior to written notice to the contrary, upon such registry.


 


10.         Loss,
Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond,
indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation
of this Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant
of like tenor and representing the right to purchase the same aggregate number of Shares as provided for in such lost, stolen,
destroyed or mutilated Warrant.


 


11.         Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a business day, then such action may be taken or such right may be exercised on the next succeeding
day that is a business day.


 




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12.         Rule
144 Information. The Company covenants that it will use its reasonable best efforts to timely file all reports and other documents
required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder
(or, if the Company is not required to file such reports, it will, upon the request of any Warrantholder, make publicly available
such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will use reasonable best efforts
to take such further action as any Warrantholder may reasonably request, in each case to the extent required from time to time
to enable such holder to, if permitted by the terms of this Warrant and the Purchase Agreement[s], sell this Warrant without registration
under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule
may be amended from time to time, or (B) any successor rule or regulation hereafter adopted by the SEC. Upon the written request
of any Warrantholder, the Company will deliver to such Warrantholder a written statement that it has complied with such requirements.


 


13.         Adjustments
and Other Rights. The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment
from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event,
the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than
one subsection of this Section 13 so as to result in duplication:


 


(A)         Stock
Splits, Subdivisions, Reclassifications or Combinations. If the Company shall (i) declare and pay a dividend or make a distribution
on its Common Stock in shares of Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the number
of Shares issuable upon exercise of this Warrant at the time of the record date for such dividend or distribution or the effective
date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Warrantholder after such
date shall be entitled to purchase the number of shares of Common Stock which such holder would have owned or been entitled to
receive in respect of the shares of Common Stock subject to this Warrant after such date had this Warrant been exercised immediately
prior to such date. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution
or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing
(x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment and (2) the Exercise
Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, subdivision,
combination or reclassification giving rise to this adjustment by (y) the new number of Shares issuable upon exercise of the Warrant
determined pursuant to the immediately preceding sentence.


 


(B)         Certain
Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder
no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue
shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively,
a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other
than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without
consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price
on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such
event:


 




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(A)         the
number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares
(or of such convertible securities) (the “Initial Number”)
shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the
sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares
of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall
be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which
the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible
securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement
on pricing such shares (or such convertible securities); and


 


(B)         the
Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately
prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of
which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator
of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment
described in clause (A) above.


 


For purposes of the foregoing, the aggregate
consideration receivable by the Company in connection with the issuance of such shares of Common Stock or convertible securities
shall be deemed to be equal to the sum of the net offering price (including the Fair Market Value of any non-cash consideration
and after deduction of any related expenses payable to third parties) of all such securities plus the minimum aggregate amount,
if any, payable upon exercise or conversion of any such convertible securities into shares of Common Stock; and “Permitted
Transactions” shall mean issuances (i) as consideration for or to fund the acquisition of businesses and/or related assets,
(ii) in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with
past practice approved by the Board of Directors, (iii) in connection with a public or broadly marketed offering and sale of Common
Stock or convertible securities for cash conducted by the Company or its affiliates pursuant to registration under the Securities
Act or Rule 144A thereunder on a basis consistent with capital raising transactions by comparable financial institutions and (iv)
in connection with the exercise of preemptive rights on terms existing as of the Issue Date. Any adjustment made pursuant to this
Section 13(B) shall become effective immediately upon the date of such issuance.


 




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(C)         Other
Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its
Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends
of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in
effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price
in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day
preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the
Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the
Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one
share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y)
such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date
is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained
by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and
(2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price
determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is
coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of
the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so
made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective
as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights,
cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then
be issuable upon exercise of this Warrant if such record date had not been fixed.


 


(D)         Certain
Repurchases of Common Stock. In case the Company effects a Pro Rata Repurchase of Common Stock, then the Exercise Price shall
be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to the Effective Date of such
Pro Rata Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of shares of Common Stock outstanding
immediately before such Pro Rata Repurchase and (y) the Market Price of a share of Common Stock on the trading day immediately
preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase,
minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (i) the
number of shares of Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of Common
Stock so repurchased and (ii) the Market Price per share of Common Stock on the trading day immediately preceding the first public
announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase. In such event, the number
of shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x)
the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise
Price in effect immediately prior to the Pro Rata Repurchase giving rise to this adjustment by (y) the new Exercise Price determined
in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Price or decrease
in the number of Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 13(D).


 




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(E)         Business
Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common
Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted
into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash)
which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately
prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination
or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests
thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the
Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant
to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant
following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount
of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall
be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all
holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).


 


(F)         Rounding
of Calculations; Minimum Adjustments. All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th)
of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary
notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made
if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount
shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment
which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share
of Common Stock, or more.


 


(G)         Timing
of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this Section 13 shall
require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the
occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such record date and before the occurrence
of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event
over and above the shares of Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to
such Warrantholder any amount of cash in lieu of a fractional share of Common Stock; provided, however, that the
Company upon request shall deliver to such Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder’s
right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.


 


(H)         Completion
of Qualified Equity Offering. In the event the Company (or any successor by Business Combination) completes one or more Qualified
Equity Offerings on or prior to December 31, 2009 that result in the Company (or any such successor ) receiving aggregate gross
proceeds of not less than 100% of the aggregate liquidation preference of the Preferred Shares (and any preferred stock issued
by any such successor to the Original Warrantholder under the CPP), the number of shares of Common Stock underlying the portion
of this Warrant then held by the Original Warrantholder shall be thereafter reduced by a number of shares of Common Stock equal
to the product of (i) 0.5 and (ii) the number of shares underlying the Warrant on the Issue Date (adjusted to take into account
all other theretofore made adjustments pursuant to this Section 13).


 




    	- 11 -



    	 



    

 


(I)         Other
Events. For so long as the Original Warrantholder holds this Warrant or any portion thereof, if any event occurs as to which
the provisions of this Section 13 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment
of the Board of Directors of the Company, fairly and adequately protect the purchase rights of the Warrants in accordance with
the essential intent and principles of such provisions, then the Board of Directors shall make such adjustments in the application
of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith
opinion of the Board of Directors, to protect such purchase rights as aforesaid. The Exercise Price or the number of Shares into
which this Warrant is exercisable shall not be adjusted in the event of a change in the par value of the Common Stock or a change
in the jurisdiction of incorporation of the Company.


 


(J)         Statement
Regarding Adjustments. Whenever the Exercise Price or the number of Shares into which this Warrant is exercisable shall be
adjusted as provided in Section 13, the Company shall forthwith file at the principal office of the Company a statement showing
in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Shares
into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to
be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.


 


(K)         Notice
of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 13
(but only if the action of the type described in this Section 13 would result in an adjustment in the Exercise Price or the number
of Shares into which this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise
of this Warrant), the Company shall give notice to the Warrantholder, in the manner set forth in Section 13(J), which notice shall
specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place.
Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the
Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise
of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least
10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking
of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such
action.


 


(L)         Proceedings
Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment
pursuant to this Section 13, the Company shall take any action which may be necessary, including obtaining regulatory, New York
Stock Exchange, NASDAQ Stock Market or other applicable national securities exchange or stockholder approvals or exemptions, in
order that the Company may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock that
the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 13.


 


(M)         Adjustment
Rules. Any adjustments pursuant to this Section 13 shall be made successively whenever an event referred to herein shall occur.
If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock,
then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Common Stock.


 




    	- 12 -



    	 



    

 


14.         Exchange.
At any time following the date on which the shares of Common Stock of the Company are no longer listed or admitted to trading on
a national securities exchange (other than in connection with any Business Combination), the Original Warrantholder may cause the
Company to exchange all or a portion of this Warrant for an economic interest (to be determined by the Original Warrantholder after
consultation with the Company) of the Company classified as permanent equity under U.S. GAAP having a value equal to the Fair Market
Value of the portion of the Warrant so exchanged. The Original Warrantholder shall calculate any Fair Market Value required to
be calculated pursuant to this Section 14, which shall not be subject to the Appraisal Procedure.


 


15.         No
Impairment. The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying
out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect
the rights of the Warrantholder.


 


16.         Governing
Law. This Warrant will be governed by and construed in accordance with the federal law of the United States if and to the
extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within such State. Each of the Company and the Warrantholder agrees (a) to submit to the exclusive
jurisdiction and venue of the United States District Court for the District of Columbia for any civil action, suit or proceeding
arising out of or relating to this Warrant or the transactions contemplated hereby, and (b) that notice may be served upon the
Company at the address in Section 20 below and upon the Warrantholder at the address for the Warrantholder set forth in the registry
maintained by the Company pursuant to Section 9 hereof. To the extent permitted by applicable law, each of the Company and the
Warrantholder hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to the Warrant or the
transactions contemplated hereby or thereby.


 


17.         Binding
Effect. This Warrant shall be binding upon any successors or assigns of the Company.


 


18.         Amendments.
This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company
and the Warrantholder.


 


19.         Prohibited
Actions. The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the
Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together
with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding
options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its
Charter.


 




    	- 13 -



    	 



    

 


20.         Notices.
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will
be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt,
or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service. All notices
hereunder shall be delivered as set forth in Item 8 of Schedule A hereto, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice.


 


21.         Entire
Agreement. This Warrant, the forms attached hereto and Schedule A hereto (the terms of which are incorporated by reference
herein), and the Letter Agreement (including all documents incorporated therein), contain the entire agreement between the parties
with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect
thereto.


 


[Remainder
of page intentionally left blank]


 




    	- 14 -



    	 



    

 


[Form of Notice of Exercise]


 


Date:
_________


 


		TO:	Crescent Financial Bancshares, Inc.



 


		RE:	Election to Purchase Common Stock



 


The undersigned, pursuant to the provisions
set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth
below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate
Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of
Common Stock covered by such Warrant, but not yet subscribed for and purchased, if any, should be issued in the name set forth
below.


 


	Number of Shares of Common Stock	 	 




 


Method of Payment of Exercise Price (note
if cashless exercise pursuant to Section 3(i) of the Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with consent
of the Company and the Warrantholder)


	 	 	 
	 	 	 
	Aggregate Exercise Price:	 	 




 


	 	Holder:	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	- 15 -



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by a duly authorized officer.


 


		Dated:	April 1, 2013	 



 


	 	Crescent financial Bancshares, inc.
	 	 	 
	 	By:	/s/ Scott Custer
	 	 	Name: Scott Custer
	 	 	Title: CEO
	 	 	 
	 	Attest
	 	 	 
	 	By:	/s/ Nancy A. Snow
	 	 	Name: Nancy A. Snow
	 	 	Title: Corporate Secretary


 


[Signature Page to Warrant]


 




    	- 16 -



    	 



    

 


SCHEDULE
A


 


Item 1


Name: Crescent Financial Bancshares, Inc.


Corporate or other organizational form: Corporation


Jurisdiction of organization: Delaware


 


Item 2


Exercise Price: $5.231


 


Item 3


Issue Date: January 16, 2009


 


Item 4


Amount of last dividend declared by the ECB Bancorp, Inc. (“Acquired
Company”) prior to the Issue Date: $0.1825


 


Item 5


Date of Letter Agreement between Acquired Company and the United
States Department of the Treasury: January 16, 2009


 


Date of Post-Merger Side Letter: April 1, 2013


 


Item 6


Number of shares of Common Stock: 514,693.2


 


Item 7


	Company’s address:	3600 Glenwood Avenue, Suite 300
	 	Raleigh, North Carolina  27612


 


Item 8


	Notice information:	Crescent Financial Bancshares, Inc.
	 	3600 Glenwood Avenue, Suite 300
	 	Raleigh, North Carolina  27612
	 	Attention: Terry Earley