0001144204-07-009364 Sample Contracts

ASSUMPTION AGREEMENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 21st, 2007 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida

THIS ASSUMPTION AGREEMENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Eighth Amendment"), made and entered into as of the 14th day of February, 2007, by and among SMF Energy Corporation, a Delaware corporation (hereinafter referred to as "SMF"), successor by merger to Streicher Mobile Fueling, Inc., a Florida corporation, SMF Services, Inc., a Delaware corporation (hereinafter referred to as "SSI"), H & W Petroleum Company, Inc., a Texas corporation (hereinafter referred to as "H & W" and, collectively with SMF and SSI, as "Borrower") and Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida) (hereinafter referred to as "Lender").

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NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 21st, 2007 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida

THIS NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Ninth Amendment"), made and entered into as of the 15th day of February, 2007, by and among SMF Energy Corporation, a Delaware corporation (hereinafter referred to as "SMF"), successor by merger to Streicher Mobile Fueling, Inc., a Florida corporation, SMF Services, Inc., a Delaware corporation (hereinafter referred to as "SSI"), H & W Petroleum Company, Inc., a Texas corporation (hereinafter referred to as "H & W" and, collectively with SMF and SSI, as "Borrower") and Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida) (hereinafter referred to as "Lender").

FOURTH AMENDMENT TO WARRANT PURCHASE AGREEMENT AND STOCK PURCHASE WARRANT
Warrant Purchase Agreement And • February 21st, 2007 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations)

This Fourth Amendment, effective as of February 14, 2007, amends the terms of the Warrant Purchase Agreement by and between SMF Energy Corporation, a Delaware corporation, successor by merger to Streicher Mobile Fueling, Inc. (the “Company”), and the undersigned Purchasers dated June 30, 2006 (the “Agreement”) and of the Stock Purchase Warrants issued in connection with the Agreement (the “Warrants”).

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