Florida Bank Group, Inc. Sample Contracts

July 17, 2009
Securities Purchase Agreement • October 30th, 2009 • Florida Bank Group, Inc.

Florida Bank Group, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (the “Treasury”) that provides, among other things, for the purchase by the Treasury of securities issued by the Company. This purchase is anticipated to occur as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program - Capital Purchase Program (the “CPP”).

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FLORIDA BANK GROUP, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2009 • Florida Bank Group, Inc.

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of July 24, 2009, is made and entered into by and between FLORIDA BANK GROUP, INC. (the “Employer”) and John Stewart Baker, III (the “Employee”).

PUT AND CALL OPTION AGREEMENT
Put and Call Option Agreement • October 30th, 2009 • Florida Bank Group, Inc. • Florida

THIS PUT AND CALL OPTION AGREEMENT (the “Agreement”) is made as of May 1, 2007, by and among FBG Holding Company, a Florida corporation (the “Company”), and the shareholders who have signed a counterpart signature page to this Agreement (collectively, the “Shareholders” and each a “Shareholder”).

FLORIDA BANK GROUP, INC. EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2009 • Florida Bank Group, Inc. • Florida

This Employment Agreement (the “Agreement”) dated as of November 14, 2008 by and between FLORIDA BANK GROUP, INC. (“Employer”), and John Stewart Baker, III (“Employee”).

FLORIDA BANK GROUP, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2009 • Florida Bank Group, Inc.

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of July 24, 2009, is made and entered into by and between FLORIDA BANK GROUP, INC. (the “Employer”) and Corey Coughlin (the “Employee”).

FLORIDA BANK GROUP, INC. EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2009 • Florida Bank Group, Inc. • Florida

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 16, 2007 by and between FLORIDA BANK GROUP, Inc., (“Employer”), and Corey Coughlin (“Employee”).

FLORIDA BANK GROUP, INC. EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2009 • Florida Bank Group, Inc. • Florida

This Employment Agreement (the “Agreement”) dated as of April 30, 2008 by and between FLORIDA BANK GROUP, INC. (“Employer”), and F. C. Nixon (“Employee”).

FLORIDA BANK GROUP, INC. RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • May 10th, 2010 • Florida Bank Group, Inc. • State commercial banks • Florida

This RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made and entered into as of , 20 , by and between Florida Bank Group, Inc., a Florida corporation (the “Company”), and (“Recipient”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Florida Bank Group, Inc. 2010 Restricted Stock Plan (the “Plan”).

AGREEMENT AND PLAN OF MERGER By and Among ANDEREN FINANCIAL INC., FRANKLIN ACQUISITION COMPANY, LLC, and FLORIDA BANK GROUP, INC., Dated July 14, 2010
Agreement and Plan of Merger • July 15th, 2010 • Florida Bank Group, Inc. • State commercial banks • Florida

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of this 14th day of July 2010, by and among Anderen Financial Inc., a Florida corporation (“AFI”), Franklin Acquisition Company, LLC, a Florida limited liability company (“MergerCo”), and Florida Bank Group, Inc. (“FBG”), a Florida corporation.

Written Agreement by and among FLORIDA BANK GROUP, INC Docket Nos. 11-012-WA/RB-HC Tampa, Florida 11-012-WA/RB-SM FLORIDA BANK Tampa, Florida and FEDERAL RESERVE BANK OF ATLANTA Atlanta, Georgia
Florida Bank Group, Inc. • March 8th, 2011 • State commercial banks

WHEREAS, in recognition of their common goal to maintain the financial soundness of Florida Bank Group, Inc., Tampa, Florida (“FBC”), a registered bank holding company, and its subsidiary bank, Florida Bank, Tampa, Florida (the “Bank”), a state-chartered bank that is a member of the Federal Reserve System, FBC, the Bank, and the Federal Reserve Bank of Atlanta (the “Reserve Bank”) have mutually agreed to enter into this Written Agreement (the “Agreement”); and

SHAREHOLDER VOTING AGREEMENT
Shareholder Voting Agreement • July 15th, 2010 • Florida Bank Group, Inc. • State commercial banks • Florida

THIS SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2010, by and among FLORIDA BANK GROUP, INC., a Florida corporation (“Buyer”), ANDEREN FINANCIAL INC., a Florida corporation (“Target”), and the undersigned shareholders (each, a “Shareholder” and, collectively, the “Shareholders”) of Target.

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