Codina Armando M Sample Contracts

Joint Filing Agreement

Joint Filing Agreement • May 8th, 2006 • Codina Armando M • Railroads, line-haul operating

• Contract Type
  Joint Filing Agreement
• Filed
  May 8th, 2006
• Company
  Codina Armando M
• Industry
  Railroads, line-haul operating

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below acknowledge and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, no par value, of Florida East Coast Industries, Inc. This Joint Filing Agreement shall be included as an exhibit to such filing. In evidence thereof, each of the undersigned, being duly authorized where appropriate, hereby executes this Joint Filing Agreement as of the 8th day of May, 2006.

ESCROW AND INDEMNIFICATION PROCEDURE AGREEMENT

Escrow and Indemnification Procedure Agreement • May 8th, 2006 • Codina Armando M • Railroads, line-haul operating • Florida

• Contract Type
  Escrow and Indemnification Procedure Agreement
• Filed
  May 8th, 2006
• Company
  Codina Armando M
• Industry
  Railroads, line-haul operating
• Jurisdiction
  Florida

This Escrow and Indemnification Procedure Agreement (this “Agreement”) is made as of the 27th day of April, 2006 among Florida East Coast Industries, Inc., a Florida corporation (“FECI”), Foxx Holdings, Inc., a Florida corporation and a wholly owned subsidiary of FECI (“Parent”), Armando Codina (“Codina”), C/Countyline, LLC, a Florida limited liability company (“CC”), and C/WDL, Ltd., a Florida limited partnership (“C/WDL” and together with Codina and CC, the “Contributors” with each being referred to herein as a “Contributor”) and SunTrust Bank, a Georgia banking corporation, as escrow agent (“Escrow Agent”).

LOCK-UP AND REGISTRATION RIGHTS AGREEMENT

Lock-Up and Registration Rights Agreement • May 8th, 2006 • Codina Armando M • Railroads, line-haul operating • Florida

• Contract Type
  Lock-Up and Registration Rights Agreement
• Filed
  May 8th, 2006
• Company
  Codina Armando M
• Industry
  Railroads, line-haul operating
• Jurisdiction
  Florida

THIS LOCKUP AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2006, by and among Foxx Holdings Inc, a Florida corporation (the “Company”), Armando Codina (“Codina”), each of the limited partners of Codina Doral, Ltd., a Florida limited partnership listed on the signature pages hereto (the “CDL Limited Partners”, C/Countyline, LLC, a Florida limited liability company (“CC”), and C/WDL, Ltd., a Florida limited partnership (“C/WDL” and together with Codina, the CDL Limited Partners and CC, the “Shareholders” and each, individually, a “Shareholder”).