0000950137-08-003662 Sample Contracts

BROOKE CAPITAL CORPORATION
Restricted Shares Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance • Kansas

This Restricted Shares Agreement (“Agreement”) is entered into by and between BROOKE CAPITAL CORPORATION, a Kansas corporation (the “Company”), and the recipient named below (the “Recipient”).

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STOCK PLEDGE AND SECURITY AGREEMENT
Stock Pledge and Security Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance • Kansas

This Stock Pledge and Security Agreement (“Pledge Agreement”) is entered into to secure payment of Debtor’s loan (“Loan”) in the amount of TWELVE MILLION THREE HUNDRED EIGHTY-TWO THOUSAND DOLLARS ($12,382,000.00), with interest, as evidenced by a Note of even date herewith and other Loan Documents including, but not limited to, the Commercial Loan Agreement, the Note, this Pledge Agreement, the Guaranty, and any other loan documents to secure performance by Debtor of its obligations under the Note and other loan documents (hereinafter referred to as the “Obligations”).

BROOKE CAPITAL CORPORATION
Restricted Shares Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance

THIS AMENDMENT (the “Amendment”), made this 25th day of February, 2008, is between Brooke Capital Corporation, a Kansas corporation (the “Company”), and William R. Morton, Jr. (the “Recipient”).

Termination Agreement
Termination Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance

This Termination Agreement is made as of this l2th day of December 2007, and is between Brooke Capital Corporation (formerly named First American Capital Corporation), a Kansas corporation (“Buyer”), and Brooke Brokerage Corporation, a Kansas corporation (“Seller”).

COMMERCIAL LOAN AGREEMENT
Commercial Loan Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance • Kansas

This COMMERCIAL LOAN AGREEMENT (“Agreement”), dated as of this 31st day of December, 2008, by and between BROOKE CAPITAL CORPORATION, a Kansas corporation (“Borrower”), and BROOKE CAPITAL ADVISORS, INC., a Kansas corporation, (“Lender”).

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