0001193125-11-095161 Sample Contracts

BankFIRST SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • April 12th, 2011 • BANKshares Inc • Florida

THIS AGREEMENT is made and entered into this 8th day of January , 2002, by and between BankFIRST, a state-chartered commercial bank located in Winter Park, Florida (the “Company”), and ANNE FRAY (the “Executive”),

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FIRST AMENDMENT TO BankFIRST SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • April 12th, 2011 • BANKshares Inc

THIS AMENDMENT is made this 20th day of March, 2002, by and between BankFIRST, a state-chartered commercial bank located in Winter Park, Florida (the “Company”), and ANNE FRAY (the “Executive).

FIRST AMENDMENT TO BankFIRST SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • April 12th, 2011 • BANKshares Inc

THIS AMENDMENT is made this 18th day of March , 2002, by and between BankFIRST, a state-chartered commercial bank located in Winter Park, Florida (the “Company”), and THOMAS P. ABELMANN (the “Executive).

Triple Net Lease
Lease Agreement • April 12th, 2011 • BANKshares Inc • Florida

LEASE AGREEMENT, dated as of September 4, 2002 (this Lease), between ROB, LLC, a Florida limited liability company (“Lessor”)/ having an address at 1550 Dale Avenue, Winter Park, FL 32789, and BANKFIRST, a Florida Banking Corporation (“Lessee”), having an address at 1031 West Morse Boulevard, Suite 323, Winter Park, FL 32789.

March 25, 2011
Agreement and Plan of Merger • April 12th, 2011 • BANKshares Inc
FIRST SUPPLEMENTAL INDENTURE (BankFIRST (FL) Statutory Trust I)
Supplemental Indenture • April 12th, 2011 • BANKshares Inc • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 25, 2007 is by and among U. S. Bank National Association, a national banking association, successor in interest to State Street Bank and Trust Company of Connecticut, National Association (herein, together with its successors in interest, the “Trustee”), The BANKshares, Inc., a Delaware corporation (the “Successor Company”), and BankFIRST Bancorp, Inc., a Florida corporation (the “Company”) and the “Company” under the Indenture.

AMENDMENT TO SUB-LEASE
Sub-Lease Amendment • April 12th, 2011 • BANKshares Inc

THIS AGREEMENT, made effective as of the 1st day of August, 2010 by and between BankFIRST, a Florida banking corporation (“BankFIRST”) and COMMERCIAL BUSINESS FINANCE CORP., a Florida corporation (“CBF”).

AMENDMENT AND RESTATEMENT OF LEASE AGREEMENT
Lease Agreement • April 12th, 2011 • BANKshares Inc • Florida

THIS AGREEMENT, made effective as of the Is1 day of August, 2010, by and between MORSE BOULEVARD DEVELOPMENT ASSOCIATES, LLC, a Florida limited liability company, successor in interest to Morse Boulevard Development Associates, a Florida genera! partnership, (“Landlord”), and BANKJTRST, a Florida banking corporation (“Tenant”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 12th, 2011 • BANKshares Inc • Florida

This Amended and Restated Employment Agreement (the “Agreement”), effective as of December 31, 2008, amends and restates that certain Employment Agreement, dated January 19, 2007, by and between BankFIRST, a Florida corporation (the “Company”), and Donald J. McGowan (the “Executive”).

FIRST SUPPLEMENTAL INDENTURE (BankFIRST (FL) Statutory Trust II)
First Supplemental Indenture • April 12th, 2011 • BANKshares Inc • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 25, 2007 is by and among U. S. Bank National Association, a national banking association, (the “Trustee”), The BANKshares, Inc., a Delaware corporation (the “Successor Company”), and BankFIRST Bancorp, Inc., a Florida corporation (the “Company”) and the “Company” under the Indenture.

AGREEMENT
Employment Agreement • April 12th, 2011 • BANKshares Inc • Florida

THIS AGREEMENT (the “Agreement”) is made as of this 1st day of February, 2011, by and between BankFIRST, a Florida banking corporation (“Company”) and Anne Kelley Fray (the “Executive”).

FIRST AMENDMENT
Employment Agreement • April 12th, 2011 • BANKshares Inc

THIS FIRST AMENDMENT (the “Amendment”) is entered into this 22nd day of January, 2008, by and between BankFIRST, a Florida banking corporation (“Company”) and Julie Kleffel (the “Executive”).

AGREEMENT
Employment Agreement • April 12th, 2011 • BANKshares Inc • Florida

THIS AGREEMENT (the “Agreement”) is made as of this 14th day of October , 2008, by and between BankFIRST, a Florida banking corporation (“Company”) and Michael Welch (the “Executive”).

AGREEMENT
Employment Agreement • April 12th, 2011 • BANKshares Inc • Florida

THIS AGREEMENT (the “Agreement”) is made as of this 3rd day of June, 2007, by and between BankFIRST, a Florida banking corporation (“Company”) and Julie Kleffel (the “Executive”).

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