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Relationship Agreement

RELATIONSHIP AGREEMENT

THIS RELATIONSHIP AGREEMENT (the ?Agreement?) is made and entered into as of the 7th day of March, 2008, by and among TIB Financial Corp., a Florida corporation (the ?Company?) and those individuals and entities who are parties to this Agreement by signing the signature page to this Agreement (collectively, the ?Purchaser?).

The Purchaser currently is the beneficial owner of ____________ shares of Company Common Stock, which consists of ____________ shares owned as of the date of this Agreement and ______________ shares which are subject to a Common Stock Warrant (the ?Warrant?) granted to the Purchaser. These shares are referred to as the ?Owned Shares.? The Parties desire to enter into this Agreement to set forth their understanding regarding the acquisition by the Purchaser of additional shares of Company Common Stock over and above the Owned Shares.

In consideration of the above, and the mutual warranties, representations, covenants and agreements set forth herein, the Parties agree as follows:

As used in this Agreement and any amendments hereto, the following terms shall have the following meanings respectively:

1.1 ?1933 Act? shall mean the Securities Act of 1933, as amended, and ?1934 Act? shall mean the Securities Exchange Act of 1934, as amended.

1.2 ?Affiliate? shall have the meaning set forth in regulations of the Securities and Exchange Commission included in Rule 405 under the 1933 Act, or, if amended, then as amended and in effect at the time in question.

1.3 ?Company Common Stock? shall mean the $.10 par value common stock of the Company and any security which is exchanged for such common stock in any transaction resulting from any recapitalization or any combination or merger or other transaction of the Company regardless of whether the Company is the surviving entity, if, immediately after consummation of such transaction, at least 66 2/3% of the shareholders of the resulting entity are shareholders who were shareholders of the Company prior to such transaction.

1.4 ?Beneficial Owner? (and various derivations of such term such as ?beneficially owns? and ?beneficially owned?) shall have the meaning set forth in the regulations of the Securities and Exchange Commission in Rule 13d-3 under the 1934 Act, or, if amended, then as amended and in effect at the time in question; provided, that for purposes of this Agreement, any option, warrant, right, conversion privilege or arrangement to purchase, acquire or vote Company Common Stock regardless of the time period during or at which it may be exercised and regardless of the consideration paid shall be deemed to give the holder thereof beneficial ownership of the Company Common Stock to which it relates, except to the extent that such option, warrant, right, privilege or arrangement is, by its terms, no longer exercisable or convertible into shares of Company Common Stock due to the expiration thereof. For purposes of determining the outstanding or percentage of outstanding Company Common Stock that may be owned for purposes of this Agreement, the beneficial ownership of a particular person or group shall be calculated and based upon the amount of (i) Company Common Stock that are issued and outstanding at the time in question and (ii) Company Common Stock not outstanding but which are subject to options, warrants, rights or conversion privileges as described in this Section and are owned by such person or group or combination of groups. Any Company Common Stock which are subject to options, warrants, rights or conversion privileges as described in this Section and are owned by a particular person or group or combination of groups shall not be deemed to be outstanding for the purpose of determining the percentage of outstanding Company Common Stock owned by any other person or group or combination of groups.