0001144204-08-051732 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 8th, 2008 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of September, 2008, between SMF Energy Corporation, a Delaware corporation (“Company”), and the undersigned (“Purchaser” and, together with Company, the “Parties”).

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SUBORDINATION AGREEMENT
Subordination Agreement • September 8th, 2008 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

THIS SUBORDINATION AGREEMENT executed effective as of the 2nd day of September 2008, by and between [________________] (“Loan Holder”), Wachovia Bank, National Association (“Lender”), SMF Energy Corporation, a Delaware corporation (“SMF”), H & W Petroleum Company, Inc. (“H & W”) and SMF Services, Inc. (“SSI”) (SMF, H & W and SSI are referred to collectively as “Borrower”).

CONSENT AND SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 8th, 2008 • SMF Energy Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida

THIS CONSENT AND SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into as of September 2, 2008, by and among SMF Energy Corporation, a Delaware corporation and successor-by-merger to Streicher Mobile Fueling, Inc., a Florida corporation ("SMF"); SMF Services, Inc., a Delaware corporation ("SSI"); H & W Petroleum Company, Inc., a Texas corporation ("H & W" and, together with SMF and SSI, collectively, "Borrower"); and Wachovia Bank, National Association, a national banking association and successor-by-merger to Congress Financial Corporation (Florida) ("Lender").

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