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e e Treasury Management Services Bayshore National Bank Funds Transfer Agreement THIS AGREEMENT is by and between Bayshore National Bank ("BanI() and the undersigned customer ("Customer"). In consideration of the mutual covenants contained herein, Bank and Customer agree as follows: 1. FlI'e Trarufer Authorization. Customer hereby authorizes Bank to honor, execute and charge to any designated deposit ac:c:ount maintained by Customer at Bank (whether one or more, the "Accountj without limit as to amount (unless an amount limit is set forth in User Authorization Form provided by Customer to Bank from time to time), any and all telephonic or other verbal request, or facsimile, or electronic transfer requests via the Bank's electronic baaking for the transfer offimds when such requests or orders (a) are received liom a person identified as an authorized representative of Customer listed on the User Authorization Form (an "Authorized Person"), and (b) are made in compliance with Bank's transfer procedures under this Agreement. Unless otherwise set forth on the User Authorization Form, Bank is authorized to transfer funds liom an Account at the Bank (a) to any other specified deposit account maintained by Customer whether such account is with Bank or another fUWIcial institution; (b) to any deposit account of a third party whether such deposit account is with Bank or another fUWIcial institution, this would include transfers to an affiliated company with a similar but not identical name, as well as any movement of funds from Customer's account at the Bank to "Pay Upon Proper Identification" of any company, individual or reprllSllntative of any company; or (c) for the account or for credit to Customer. Any transfer hereunder may be by means of an electronic funds payment system or draft. As used herein, "draft" means a written order initiated by Customer and addressed by Bank to a Correspondent requiring the Correspondent to pay on demand or at a defmite time a specific sum of money to the designated payee. COITespondent means a financial institution located outside the United States which serves as a depository for Bank or provides certain services for Bank. 2. RllDeliliPe Transfen. Bank is hereby authorized to transfer funds based upon predetermined criteria as instructed by an Authorized Person. A set of such instructions is included in the Repetitive Transfer Authorization Fonn which covers pre-authorized transfers of a repetitive nature where the debit and credit parties remain the same and only the date, dollar amount, and/or descriptive fields are variable (''Repetitive Tl'IIIISfers"). Each such Repetitive Transfer will be assigned a unique alpha and/or numeric code ("Repetitive Identification Numberj and shall be required by the Bank when requests for Repetitive Transfers are communicated to the Bank. It is Customer's responsibility to ensure that Repetitive Transfer Numbers are known only to appropriate Authorized Representatives. 3. Securitv Procetlura. (a) Customer agrees that Bank will assign to each Authorized Person, a security password and code, ("Personal Identification Number") or other security procedures which shall be used by such Authorized Person to initiate and authenticate funds transfer requests initiated via the Bank's electronic banking system telephonic or other verbal transfer request. Customer represents that it will ensure that the Password and Personal identification Number is provided by Customer only to the Authorized Person to whom it is assigned. Bank shall be entitled to rely conclusively upon the authority of a person to make a transfer and issue other instructions to Bank if such person uses a Password and Personal Identification Number of an Authorized Person. (b) Customer agrees to supply to Bank any additional fonns or information which Bank may reasonably request including. but not limited to, transfer authority, ac:c:ounts to be affected, dates of transfers, supplemental instIUctions and further evidence of any Authorized Person's authority to transfer funds or to do any other act contemplated hereunder. (c) Customer agrees to use all Passwords, Personal and Repetitive Identification Numbers and to comply with any other security pNcedures established from time to time by Bank. Customer agrees to promptly report to Bank by telephone and in writing any breach of confidentiality of any Password, Personal Identification Number, Repetitive Identification Number or other security procedures, and to notity the Bank of the termination of any Authorized' Person liom Customer's employment, so that Bank may cancel the Password and Personal Identification Number assigned to such person. (d) Following the receipt of any request, Bank reserves the right to verity or authenticate any request for a transfer or other request by any means which Bank may deem appropriate. but its failure to verify or authenticate any such inslnlctions shall not be evidence of any failure to exercise reasonable care or good faith. Customers agrees that if and when the Bank attempts to COnflCl11 transfers a delay may occur as a result of the Bank not being able to obtain an independent confirmation. Bank shall have no duty to verity or otherwise confirm electronic, telephonic or other verbal instructions before acting thereon. Bank shall not be liable for its refusal to honor any request or instruction if Bank in good faith is unable to satisty itself that the request or instruction is given by an Authorized Person. (e) Customer hereby agrees and consents to the security procedures set forth herein, and such security procedures as may be implemented by Bank from time to time. Customer acknowledges and agrees that such procedures are commercially reasonable. 4. Suffu:ient Funds. Customer represents that each Account to be debited will contain sufficient collected funds to allow for payment of each transfer of funds requested hereunder at the time that such transfer is to be made. But if the Bank does execute a transfer of funds that creates an overdraft, Customer shall immediately pay on demand the amount of the overdraft. S. Recordation ofCmain Transfer Orders. Bank may record all telephonic instructions received by Bank from Customer and may retain such recordings in accordance with Bank's policy relating to such recordings. 6. Examination of" Recortb. Bank will make confinnations to Customer of all transfers made to or from its account at the Bank by mail or using other means designated by Customer. Customer shall maintain a hard copy record of each transfer request and shall compare its records with the conflCl11ations provided by Bank within ten (10) days of receipt and notity the Bank of any discrepancies. Customer agrees to promptly examine bank statements for the Account.. Customer agrees to report any discrepancies (a) between the records of the transfers shown on the statements for the Account and the transfers shown on the statement for any other deposit ac:c:ount of Customer, or (b) between the Customer's records of such transfers and any statement for the Account, in writing to Bank within sixty (60) days after statement date. 7. Oblistation to Make Tr_fen. Bank agrees to make transfers and otherwise act upon requests made in compliance with this Agreement as promptly as is practicable having due regard for its volume of other transfer requests and shall incur no liability to Customer for delays in implementing instructions after such requests have been received by Bank. Bank shall have no liability to Customer for failing to make a transfer or failing to take any other action on or before any deadline contained in a request. Transfer instructions received after cut-off hours as Bank may from time to time establish may be honored as of the foUowing Bank business day. Bank shall have no obligation to make any transfer unless the affected Account contains sufficient collected funds to cover such transfer. Bank shall have no obligation to attempt to revoke or rescind any transfer initiated in accordance with the tenns oflhis Agreement. S. Conf1ictin1l Demantb. In the event of any disagreement hereunder, or if conflicting demands or notices are made upon Bank relating to this Agreement or any item or amount received by Bank hereunder, Bank may, after notice to Customer, refuse to comply with any such claims or demands on it or refuse to take any other action hereul1llF with regard to the subject matter of the dispute, so long as such dispute continues; and in any such event, Bank shall not be or become liable to any person for its failure !X' refusal to act. ___ _,. ,~,.'. Tune r;j;;;j, Unllllls ~th~~ prohibited by Article 4A of the Uniform Commercial Code, Customer may not bring any claim against the lndemn1fted. Parties ariiing dil:ect1y or-iiuliieCtly..oIit of this Agreement or the perfonnance of the transfers contemplated hereunder more than one year after the cause of action accrued..i . 10. GoverrUnll Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federa1laws. 11. Problem Area. From time to time, Bank experiences various difficulties in transferring funds to certain countries ("Problem Areas"). Those difficulties include (but not by way oflimitation) (a) excessive delay in applying funds, (b) incorrect application of funds, (c) disappearance offunds, (d) excessively slow response to inquires, or (f) government restriction on the transfer of such funds. Bank may identity such Problems Areas from time to time. Customer hereby Funds Transfer Agreement