0001124676-00-500002 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • October 4th, 2000 • Nbog Bancorporation Inc • Georgia

THIS ESCROW AGREEMENT (this "Agreement") is entered into and effective as of the 29th day of September, 2000, by and between NBOG Bancorporation, Inc. (the "Company"), a Georgia corporation, and the Bankers Bank (the "Escrow Agent").

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AGREEMENT
Agreement • October 4th, 2000 • Nbog Bancorporation Inc

The following are the terms and conditions for Southeast Financial Holdings, Inc. providing consulting Services to the management and directors of National Bank of Gainesville Bancorp., Inc.

EMPLOYMENT AGREEMENT
Employment Agreement • October 4th, 2000 • Nbog Bancorporation Inc • Georgia

This Agreement made and entered into this 22nd day of August, 2000 between GSB/LLC ("LLC"), organizers of NBOG BANCORPORATION, INC. (the "Holding Company") and GARY H. ANDERSON ("Employee");

OPTION
Option • October 4th, 2000 • Nbog Bancorporation Inc

Option given this 11th day of September, 2000 by the City of Gainesville, Georgia, 300 Green Street, N.S., Gainesville, Georgia 30501, Optioner, to NGOB BANCORPORATION, INC., F/K/A GSB/LLC, 1294 West Ridge Road, Suite E, Gainesville, Georgia 30501, Optionee.

NBOG BANCORPORATION, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • October 4th, 2000 • Nbog Bancorporation Inc

You have informed me that NBOG Bancorporation, Inc. a Georgia corporation (the "Company"), is offering 1,000,000 shares of the Company's Common Stock at a price of $10.00 per share payable as provided herein and as described in and offered pursuant to the Prospectus furnished to the undersigned herewith (the "Prospectus").

CERTIFICATE OF WARRANTS __________ Warrants, Each to Purchase One Share of Common Stock Issued as of: _______________ ___, 2001 ("date of the initial issuance") NBOG BANCORPORATION, INC., a Georgia corporation
Nbog Bancorporation Inc • October 4th, 2000 • Georgia

This certifies that for value received, ________________________________, the registered holder hereof ("Holder") is entitled to purchase from NBOG Bancorporation, Inc. (the "Corporation"), at the purchase price of ten dollars ($10.00) per share (the "Warrant Price"), one share of the Corporation's no par value common stock ("Common Stock") for each Warrant comprising the total number of Warrants set forth above (in the aggregate, the "Warrant Shares"). The Warrant Price per share shall be subject to adjustment from time to time as set forth herein.

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