0001104659-07-044617 Sample Contracts

SEMORAN FINANCIAL CORPORATION DIRECTOR WARRANT AGREEMENT
Director Warrant Agreement • June 1st, 2007 • Semoran Financial CORP • State commercial banks • Florida

This Director Warrant Agreement (this “Agreement”) is executed as of this day of , 2007, by Semoran Financial Corporation, a Florida corporation (“Company”), in favor of the person whose name appears on the signature page hereof (the “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

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FIRST AMENDMENT TO CONTRACT FOR SALE AND PURCHASE
Contract for Sale and Purchase • June 1st, 2007 • Semoran Financial CORP • State commercial banks

THIS FIRST AMENDMENT TO CONTRACT FOR SALE AND PURCHASE (the “Amendment”) is made as of this 28th day of March, 2007, between RICHARD W. BILLIG (“Seller”) and ALBERT R. COOK, AS TRUSTEE (“Buyer”).

CONTRACT OF SALE AND PURCHASE
Contract of Sale and Purchase • June 1st, 2007 • Semoran Financial CORP • State commercial banks

THIS CONTRACT FOR SALE AND PURCHASE (the “Contract”) is made and entered into this 27th day of October, 2006, by and between RICHARD W. BILLIG (“Seller”) and ALBERT R. COOK, AS TRUSTEE (“Buyer”).

SEMORAN FINANCIAL CORPORATION ORGANIZER WARRANT AGREEMENT
Organizer Warrant Agreement • June 1st, 2007 • Semoran Financial CORP • State commercial banks • Florida

This Organizer Warrant Agreement (this “Agreement”) is executed as of this day of , 2007, by Semoran Financial Corporation, a Florida corporation (“Company”), in favor of the person whose name appears on the signature page hereof (the “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

REAL PROPERTY SALES CONTRACT
Real Property Sales Contract • June 1st, 2007 • Semoran Financial CORP • State commercial banks

SEMORAN FINANCIAL CORPORATION, a Florida corporation (“Buyer”), whose principal address is 1211 State Road 436, Suite 127, Casselberry, Florida 32727 (“Buyer’s Address”) hereby agrees to buy and WENDY’S OF N.E. FLORIDA, INC., a Florida corporation (“Seller”), whose principal address is P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio 43017 (“Seller’s Address”) hereby agrees to sell for the consideration and upon the terms hereinafter set forth, the real property (the “Real Property”) located in the State of Florida, County of Seminole, and City of Casselberry, as depicted on Exhibit A attached hereto and make a part hereof, which Real Property forms a part of the Wendy’s Old Fashioned Hamburgers Restaurant commonly known as 386 Highway 435 East, Casselberry, Florida and legally described on Exhibit B attached hereto and made a part hereof (the “Wendy’s Parcel”).

SEMORAN FINANCIAL CORPORATION SHAREHOLDER WARRANT AGREEMENT
Shareholder Warrant Agreement • June 1st, 2007 • Semoran Financial CORP • State commercial banks • Florida

This Shareholder Warrant Agreement (“Agreement”) is executed as of this day of , 2007, by Semoran Financial Corporation, a Florida corporation (“Company”), in favor of the person whose name appears on the signature page hereof (the “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

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