0001193125-12-290894 Sample Contracts

STOCK AND ASSET PURCHASE AGREEMENT dated as of June 30, 2012 between GENERAL ELECTRIC CAPITAL CORPORATION and EVERBANK
Stock and Asset Purchase Agreement • July 2nd, 2012 • EverBank Financial Corp • Savings institution, federally chartered

This STOCK AND ASSET PURCHASE AGREEMENT, dated June 30, 2012, is made between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Seller”), and EVERBANK, a federal savings association (“Acquiror”).

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TAX MATTERS AGREEMENT
Tax Matters Agreement • July 2nd, 2012 • EverBank Financial Corp • Savings institution, federally chartered

This Tax Matters Agreement (the “Agreement”), dated June 30, 2012, is made between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Seller”) and EVERBANK, a federal savings association (“Acquiror”). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as in the Stock and Asset Purchase Agreement between Seller and Acquiror, dated as of the date of this Agreement (the “SAPA”).

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