TMSF Holdings Inc. Sample Contracts

RECITALS:
Registration Rights Agreement • March 31st, 2003 • TMSF Holdings Inc • Mortgage bankers & loan correspondents • California
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Section 1 Compensation Plan
Consultant Compensation Agreement • March 22nd, 2001 • Little Creek Inc • Non-operating establishments • Utah
TMSF HOLDINGS, INC. 2003 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT (EXECUTIVE)
Restricted Stock Award Agreement • April 20th, 2004 • TMSF Holdings Inc • Mortgage bankers & loan correspondents • California

WHEREAS, the Company’s Board of Directors adopted the 2003 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) as of January 30, 2003, which was approved by the Company’s stockholders as of May 16, 2003, and

TMSF HOLDINGS, INC. STOCK OPTION AGREEMENT (EXECUTIVE)
Stock Option Agreement • April 20th, 2004 • TMSF Holdings Inc • Mortgage bankers & loan correspondents • Delaware

This AGREEMENT is made effective as of the ___day of ___________, _______ (the “Option Grant Date”), by and between TMSF Holdings, Inc., a Delaware corporation (the “Company”) and ________________ (the “Optionee”).

AGREEMENT FOR CONSULTING SERVICES
Consulting Agreement • May 17th, 2004 • TMSF Holdings Inc • Mortgage bankers & loan correspondents

This Agreement for Consulting Services (“AGREEMENT”) is made and entered into by and between TNC Investment Corp.(“CONSULTANT”), and The Mortgage Store Financial, Inc. (COMPANY)

WITNESSETH:
Office Building Lease • March 31st, 2003 • TMSF Holdings Inc • Mortgage bankers & loan correspondents
TMSF HOLDINGS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • August 19th, 2003 • TMSF Holdings Inc • Mortgage bankers & loan correspondents • Delaware

This AGREEMENT is made as of the 10 day of June, 2003 (the “Option Grant Date”), by and between TMSF Holdings, Inc., a Delaware corporation (the “Company”), and H. Wayne Snavely (the “Optionee”).

WITNESSETH
Consulting Agreement • March 31st, 2003 • TMSF Holdings Inc • Mortgage bankers & loan correspondents
CONTRIBUTION AGREEMENT
Contribution Agreement • October 5th, 2007 • TMSF Holdings Inc. • Miscellaneous business credit institution • Delaware

This Contribution Agreement (this “Agreement”) is made and entered into as of October 3, 2007 by and among TMSF Merger Corporation, a Delaware corporation (the “Corporation”), certain holders of shares of TMSF’s (as defined below) common stock, listed on Exhibit A attached hereto (individually, a “TMSF Stockholder” and collectively, the “TMSF Stockholders”) and Raymond Eshaghian (in his capacity as escrow agent, the “Escrow Agent”).

JOINT FILING AGREEMENT
Joint Filing Agreement • October 5th, 2007 • TMSF Holdings Inc. • Miscellaneous business credit institution

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

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