0000950129-07-003117 Sample Contracts

FORM OF STOCK PURCHASE AGREEMENT

Form of Stock Purchase Agreement • June 26th, 2007 • Franklin Bank Corp • Savings institutions, not federally chartered

• Contract Type
  Form of Stock Purchase Agreement
• Filed
  June 26th, 2007
• Company
  Franklin Bank Corp
• Industry
  Savings institutions, not federally chartered

This agreement is dated June ___, 2007 between the investor signatory hereto (“Purchaser”), and Franklin Bank Corp. (“Company”), whereby the parties agree as follows:

CONFIDENTIAL June 15, 2007 Mr. Anthony J. Nocella President & Chief Executive Officer Franklin Bank Corp. 9800 Richmond Avenue Suite 680 Houston, TX 77042 Dear Mr. Nocella:

Franklin Bank Corp • June 26th, 2007 • Savings institutions, not federally chartered • New York

• Company
  Franklin Bank Corp
• Filed
  June 26th, 2007
• Industry
  Savings institutions, not federally chartered
• Jurisdiction
  New York

This letter (the “Agreement”) will confirm the engagement of SMH Capital Inc. (“SMH Capital”), a subsidiary of Sanders Morris Harris Inc., a Texas corporation (“SMH”), by Franklin Bank Corp., a Delaware corporation (the “Company”), as financial adviser and exclusive placement agent in connection with the Company’s proposed direct offering of approximately $25 million of common stock registered on Form S-3, as amended, (file number 333-141039) (“Shares”) to investors (the “Offering”).