0001144204-10-031347 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 2nd, 2010 • Gerova Financial Group LTD • Insurance carriers, nec • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of April 1, 2010 (the “Effective Date”), by and between LOU E. HENSLEY, a resident of North Carolina (the “Executive”) and GEROVA Financial Group, Ltd., a Cayman Islands corporation (the “Company”).

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OPERATING AGREEMENT OF NET FIVE HOLDINGS, LLC
Operating Agreement • June 2nd, 2010 • Gerova Financial Group LTD • Insurance carriers, nec • Florida

THIS OPERATING AGREEMENT OF NET FIVE HOLDINGS, LLC, a Florida limited liability company (the "Company"), is made as of May 26, 2010 (this "Agreement"), by and among Planet Five Development Group, LLC, a Florida limited liability company (“Planet Five”); GEROVA Financial Group, Ltd., a Cayman Islands corporation (“Gerova”); Planet Five at GEROVA, LLC, a Florida limited liability company (the “Planet Five Member”), Robert V. Willison (“Willison”), ________________________ LLC, a _______ limited liability company (“__________”). Each of Gerova, the Planet Five Member, Willison and _______ are the persons or entities whose names are set forth on Schedule I annexed hereto (each, a "Member" and collectively, the "Members"), and together with any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the "Members").

CONTRIBUTION AGREEMENT
Contribution Agreement • June 2nd, 2010 • Gerova Financial Group LTD • Insurance carriers, nec • Florida

THIS CONTRIBUTION AGREEMENT is made and entered into this 26th day of May, 2010 by and among: (1) GEROVA FINANCIAL GROUP, LTD., a Cayman Island corporation (“Gerova”); (2) PLANET 5 DEVELOPMENT GROUP, LLC (collectively, “Planet 5”); and (3) NET FIVE HOLDINGS, LLC, a Florida limited liability company (the “Company”).

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