UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

April 1, 2013

Ladies and Gentlemen:

Reference is made to both (i) that certain Letter Agreement incorporating the Securities

Purchase Agreement —Standard Terms dated as of January 16, 2009 (the "Acgiiii ed Cong~any

Secioities Pw chose Agreeineni") by and among the United States Department ofthe Treasury

(the "Invesioi") and ECB Bancorp (the "Acyl iiii ed Conqaany") and (ii) that certain Letter

Agreement incorporating the Securities Purchase Agreement —Standard Terms dated as of

January 9, 2009 (the "Acquiroi Coinpnny Secio.iiie~ Purchase. Agreemen/," and together with the

Acquired Company Securities Purchase Agreement, the "Secioifies P&irchase Agi eemenis") by

and among Investor and Crescent Financial Bancshares, Inc. (the "Acq&iiror Company",

collectively, Acquiror Company and Acquired Company are referred to as the "Companies" ).

Further detail regarding both Securities Purchase Agreements are set forth on Schedule A hereto.

Investor and Companies desire to set forth herein certain additional agreements as a result ofthe

consummation of a merger transaction pursuant to an Agreement and Plan of Merger dated as of

September 25, 2012 by and among Acquiror Company and Acquired Company, effective on

April 1, 2013 (the "Mergers T~ cmsnction"). This letter shall be referred to as the "Post-Merger

Side Letter." Capitalized terms used but not defined herein shall have the meanings assigned to

them in the Securities Purchase Agreements and the Certificate of Designations.

As a result ofthe Merger Transaction, the Acquiror Company has assumed the

obligations and responsibilities of Acquired Company with respect to Investor, in addition to its

own. Specifically:

1. Concuriently herewith, the Acquiror Company is paying all accrued and unpaid

dividends on the Acquired Company's Designated Preferred Shares and is issuing a new

series of preferred shares in exchange for the Acquired Company's Designated Preferred

Shares; and

2. Pursuant to Section 4.3 ofthe Acquired Company Securities Purchase Agreement

and effective as ofthe date hereof, Acquiror Company hereby expressly assumes the due

and punctual performance and observance of each and every covenant, agreement, and

condition ofthe Securities Purchase Agreement and all ancillary documents to be

performed and observed by Acquired Company.

In connection with the foregoing, with the exception ofthe Securities Purchase

Agreements, Acquiror Company is issuing new documentation to Investor to reflect the

investment that Investor initially made in the Acquired Company, including the following (all

section references below are to the Acquired Company Securities Purchase Agreement, unless

otherwise provided):
United States Department ofthe Treasury

Page 2

1. an officer's certificate regarding a bring down ofthe representations in both

Securities Purchase Agreements as ofthe date hereof, per Section 1.2(d)(ii), with any exceptions

to such representations noted on a disclosure schedule attached hereto;

2. evidence the Acquiror Company filed a Certificate of Designations in connection

with the New Preferred Shares (as defined below) issued to Investor as outlined in paragraph 6

below, per Section 1.2(d)(iii);

an officer's certificate regarding compliance with Section 111(b)ofthe

Emergency Economic Stabilization Act of 2008 as ofthe date hereof per Section 1.2(d)(n);

4. a legal opinion regarding the New Preferred Shares and New Warrant (as defined

below), per Section 1.2(d)(vi);

5. a ceitlflcate representing a nunlbel of a new seiles of preferred sl'iai'es issued by

the Acquiror Company to replace the Acquired Company's Designated Preferred Shares (the

"Res& pi eon ed S~nres");

6. waivers from Senior Executive Off&cers and others in accordance with the

Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and

Reinvestment Act of 2009 ("ARRA"), releasing Investor from certain claims, dated as ofthe date

hereof, per Section 1.2(d)(v);

7. a warrant to purchase shares of common stock issued by the Acquiror Company

to replace the Acquired Company's warrant (the "New Wnrrant");

8. a side letter regarding compliance with ARRA; and

9. a copy ofthe articles and bylaws ofthe Acquiror Company.

Acquiror Company hereby acknowledges receipt of each ofthe closing documents in

connection with each ofthe initial Investor closings for Acquired Company and Acquiror

Company, with the exception ofthe Securities Purchase Agreements.

This side letter agreement, the Securities Purchase Agreements and the above-listed

documentation constitutes the entire agreement, and supersedes all other prior agreements,

understandings, representations and warranties, both written and oral, between the parties with

respect to the subject matter hereof.

This side letter agreement may be executed in counterparts, each of which shall be

deemed an original and all of which shall together constitute one and the same instriiment. This

side letter agreement shall 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 ofthe State of New York applicable to contracts made and to be performed entirely within

such state.
United States Department ofthe Treasury

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United States Department ofthe Treasury

Signature Page

In witness whereof, this side letter agreement has been duly executed by the authorized

representatives ofthe parties hereto as ofthe date first above written.
ln witness whereof, this side letter agreement has been duly executed by the authorized

representatives ofthe parties hereto as of the date first above written.

Name:

Title:
United States Department ofthe Treasury

Signature Page

In witness whereof, this side letter agreement has been duly executed by the authorized

representatives of the parties hereto as ofthe date first above written.

By:

Name:

Title:

ECB BANCQ~, INC.

UNITED STATES DEPARTMENT QF

THE

gy

Name: Timothy G. Massad

Title: Assistant Secretary for Financial

Stability
General Information Rew ardine Acquiror Company Initial ClosinI:

Acquiror Company Name: Crescent Financial Bancshares, Inc.

Date of Acquiror Company Letter Agreement incorporating

the Securities Purchase Agreement: January 9, 2009

Corporate or other organizational form ofthe Acquiror Company: Corporation

Number and series of preferred stock issued to the

Investor at the Acquiror Company Closing: 24,900 shares of Fixed Rate Cumulative Perpetual

Preferred Stock, Series A

Number of Acquiror Company Initial Warrant Shares: 833,705

General trr formation Renardina Aoooirert C~om anv Initial Cloaina:

Acquired Company Name: ECB Bancolp, Inc.

Date of Acquired Company Letter Agreement incorporating

the Securities Purchase Agreement: January 16, 2009

Corporate or other organizational form ofthe Acquired Company: Corporation

Number and series of prefen ed stock issued to the

Investor at the Acquired Company Closing: 17,949 shares of Fixed Rate Cumulative

PeIT1etual Preferred Stock, Series A

Number of Acquired Company Initial Warrant Shares: 144,984

Tern1s ofthe Merger/Acclulsltion:

Effective Date of Merger/Acquisition: April 1, 2013

Resultant Acquiror Securities:

Number ofNew Preferred Shares Issued to Investor by Acquiror Company

Post-Merger to Replace the Acquired Company's Preferred Shares: 17,949

Par Value of Such New Preferred Shares: No par value

Number of New Warrant Shares Issued to Investor by Acquiror Company

Post-Merger to Replace Initial Warrant Shares: 514,693.2

Par Value of Such New Warrant Shares: $ 1.00par value per share