FDIC SWD Contract

Standard Form - SWD

State of O

4C Asset IDO

4C AddressO

REAL ESTATE PURCHASE AND SALE CONTRACT

1. PARTIES. This Real Estate Purchase and Sale Contract is entered into by and between:

(a) The Seller is (check one and complete):

the Federal Deposit Insurance Corporation ("FDIC"), as Receiver for

(Name of Failed Bank)

(City of headquarters)

(State of headquarters)

; or

the FDIC in its corporate capacity; or

(Name of subsidiary)

a(n)

(State of formation) (Legal entity type, such as LLC or corporation)

(b) The Purchaser is (check one and complete):

(Legal entity name)

a(n)

(State of formation) (Legal entity type, such as LLC or corporation)

; or

(Individual(s) names)

(City of residency)

(State of residency)

PURCHASE PRICE. The Purchase Price for the Real Property is

2. DEFINITIONS.

CLOSING means the simultaneous delivery by Seller and Purchaser of documents and funds and the performance of the

other acts provided in this Contract to be performed on the Closing Date to consummate the transactions described in this

Contract.

CLOSING DATE means

, or such earlier date as mutually agreed between Seller and Purchaser.

CONTRACT means this agreement and all Attachments and Exhibits, as the same may be modified and amended.

FDIC SWD REAL ESTATE PURCHASE AND SALE CONTRACT - Page 1

FDIC SWD Contract JUNE 2020.doc

Revised June 2020

CONVEYANCE DEED means a special warranty deed in the form of Exhibit “B” to this Contract and as may be modified

under Section 8 of this Contract.

EARNEST MONEY means the deposit paid by or on behalf of Purchaser to Seller under Section 4 in the amount of

EFFECTIVE DATE means the latter date of execution of this Contract by Purchaser or Seller, under their respective

signature blocks below.

EXCLUDED PROPERTY means all PII and any media, articles, devices, documents, records, data, information and items

located in, upon or about the Real Property or Personal Property, which contain PII in any form, format or language,

including but not limited to, furniture, fixtures, equipment, printers, fax machines, scanners, copiers, computer systems or

any component thereof, servers, hardware and software, tapes, compact discs, disks, thumb drives, portable drives, hard disk

drives, and any electronic storage media/devices or other property of any nature or kind.

EXHIBIT means any of the Exhibits to this Contract, each of which is incorporated by reference in and made a part of this

Contract as if fully set forth herein. Exhibits to the Contract are as follows:

A. REAL PROPERTY DESCRIPTION B. FORM OF CONVEYANCE DEED

C. PERSONAL PROPERTY DESCRIPTION D. PURCHASER ELIGIBILITY CERTIFICATION

E. CONFIDENTIALITY TERMS

;

IMMEDIATELY AVAILABLE FUNDS means an electronic transfer of funds to Seller or cashier's check or certified check

drawn on an FDIC insured financial institution.

INSPECTION PERIOD, if any is provided for in this Contract, expires at 5:00pm Central Time Zone on

Purchaser has zero days Inspection Period under this Contract, meaning Section 7. Inspection Period does not apply.

NON-DISCLOSURE AGREEMENT or NDA means the Non-Disclosure Agreement signed by the Purchaser as an

Interested Party under Section 18 of the Contract.

NOTICE is defined in, and must be delivered in accordance with, Section 25 of this Contract to the addresses of the parties

set forth in their respective signature blocks.

PERMITTED ENCUMBRANCES has the meaning under Section 8 of this Contract.

PERMITTED EXCEPTIONS has the meaning under Section 6 of this Contract.

PERSONALLY IDENTIFIABLE INFORMATION or PII means any information about an individual which can be used to

distinguish or trace that individual's identity, such as their full name, home address, Email address (non-work), telephone

numbers (non-work), Social Security Number, driver's/state identification number, employee identification number, date

and place of birth, mother's maiden name, photograph and biometric records. PII also includes, but is not limited to,

education, financial information (including, but not limited to, account number, access or security code, password, personal

identification number), medical information, investigation report or database, criminal or employment history or

information, or any other information which is linked or linkable to an individual.

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PERSONAL PROPERTY means any and all furniture, fixtures, equipment, and other personalty located within or about the

Real Property, including but not limited to those items specifically listed in Exhibit “C”. Purchaser will pay at Closing the

sum of

for such Personal Property in addition to the Purchase Price.

No Personal Property is included in the transaction contemplated by this Contract, meaning Exhibit “C” is not applicable

to this Contract.

PROPERTY means the Real Property and the Personal Property, if any.

PURCHASE PRICE has the meaning set forth in Section 1 of this Contract.

PURCHASER means the party set forth in Section 1 of this Contract.

REAL PROPERTY means that certain real property commonly known as

as more particularly described on Exhibit “A”, exact legal title to govern, together with all buildings and other improvements

situated thereon, all fixtures and other property affixed thereto, and all and singular the rights and appurtenances pertaining

to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way.

SELLER means the party set forth in Section 1 of this Contract.

SETTLEMENT AGENT means the title insurance agency or closing attorney designated by Seller to conduct the Closing.

STATE SPECIFIC ADDENDUM means Attachment “1” to this Contract that modifies this Contract to comply with state

law in the state where the Property is located.

TITLE COMMITMENT means the Title Company's binding commitment to issue a Title Policy.

TITLE COMPANY means a title insurance agency selected by the Seller in its sole discretion.

TITLE POLICY means an ALTA/TLTA (as appropriate) standard owner's coverage title insurance policy issued at Closing

by the Title Company in the amount of the Purchase Price.

3. SALE: Effective at Closing, Seller will sell, transfer and assign to Purchaser, and Purchaser will purchase from

Seller, all of Seller's right, title and interest in and to the Real Property and the Personal Property, if any, subject to the terms

and conditions of this Contract.

4. EARNEST MONEY: Concurrently with Purchaser's execution of this Contract, Purchaser has delivered the

Earnest Money to Seller or Settlement Agent in Immediately Available Funds. Earnest Money checks will be immediately

be presented for payment. The Earnest Money will NOT earn interest at any time. If the sale contemplated by this Contract

is consummated in accordance with its terms, the Earnest Money will be applied against the Purchase Price at Closing. In

the event of Contract default, the Earnest Money will either be retained by Seller or refunded to Purchaser in accordance

with Section 16 hereof.

5. SURVEY: Seller has no obligation to provide Purchaser with a survey of the Property. Purchaser may elect to

purchase a survey for Purchaser's benefit at Purchaser's sole cost and expense, but such election will in no event delay

Closing or otherwise modify, extend or delay any term of this Contract.

6. TITLE COMMITMENT; TITLE POLICY:

(a) As soon as practicable after the Effective Date, the Seller will provide, or cause to be provided, a Title

Commitment to Purchaser.

(b) Within five (5) days following Purchaser's receipt of the Title Commitment, Purchaser may notify Seller of

Purchaser's written objections to any title matters disclosed in the Title Commitment. Upon receipt of Purchaser's notice,

Seller will have until Closing to cure the title matters to which Purchaser objects, but will have no obligation to bear any

FDIC SWD FORM REAL ESTATE PURCHASE AND SALE CONTRACT - Page 3

costs or otherwise expend any funds to do so. Seller may, in its sole discretion, extend the Closing Date for up to ninety (90)

days as Seller may deem necessary to cure such title matters. If Purchaser fails to timely provide any written objection to the

title matters contained in the Title Commitment, Purchaser will be deemed to have waived the right to raise any such

objections and will accept title to the Property subject to all matters reflected on the Title Commitment, each of which will

be a Permitted Exception.

Purchaser will have the right to either (i) terminate this Contract by written notice thereof to Seller within five (5) days of

receipt of Seller's notice and receive the immediate return of the Earnest Money, and thereafter neither party hereto will have

any further rights or obligations under this Contract; or (ii) waive the uncured title matters and proceed to Closing in

accordance with this Contract and each uncured title matter will be a Permitted Exception. Purchaser's failure to timely

exercise its right to terminate this Contract under Section 6.(c)(i) will be deemed to be Purchaser's election to proceed to

Closing under Section 6.(c)(ii).

(d) Purchaser may, at Purchaser's sole cost and expense, obtain extended coverages and endorsements to the Title

Policy but in no event will the Closing Date be delayed by reason of such request in order to satisfy any conditions of the

Title Company for issuance of such extended coverages and endorsements.

7. INSPECTION PERIOD:

(a) Purchaser will have until the expiration of the Inspection Period to examine the Property and conduct at its sole

cost and expense such samplings, tests, inspections, surveys, or analyses of the Property and any media or substance located

in or upon the Property (collectively, “Inspections”) as are reasonably necessary for Purchaser to determine whether the

Property is suitable for Purchaser's intended use. Purchaser, its agents and representatives will have reasonable access to the

Property during normal business hours to conduct such Inspections. Notwithstanding the foregoing, (i) Purchaser must

obtain Seller's prior written approval (which may include, in Seller's discretion, Purchaser's execution of a property access

agreement) before conducting any Inspections; and (ii) Seller may require that Seller's representative accompany Purchaser

or its agents during any Inspection. Purchaser's Inspections must not unreasonably interfere with the use and occupancy of

the Property. If the transaction contemplated by this Contract does not close for any reason or no reason, Purchaser is

obligated to restore the Property to its condition prior to Purchaser's entry. This obligation will survive termination of the

Contract.

(b) Purchaser will deliver to Seller copies of every report of every Inspection conducted by or on behalf of

Purchaser, including but not limited to, any geographical or other survey and environmental site assessment, within five (5)

days following Purchaser's receipt of any such Inspection report. Purchaser will and does hereby release, indemnify, and

hold Seller harmless, and Purchaser will defend Seller (with counsel acceptable to Seller), from and against any and all

liabilities, liens, claims, demands, causes of action, damages, and expenses (including attorneys' fees) incident to, resulting

from, or in any way arising out of Purchaser's or Purchaser's agents' actions, presence on the Property and any Inspections

conducted by Purchaser. Such indemnity will survive Closing or any termination of this Contract.

terminate this Contract by delivery of written notice to Seller prior to the expiration of the Inspection Period. In such event,

the Earnest Money will be returned to Purchaser and neither party will have any further rights or obligations under this

Contract except those set forth herein that expressly survive termination. If Purchaser does not terminate the Contract prior

to the expiration of the Inspection Period, Purchaser will be obligated to close the transaction in accordance with this

Contract.

8. CONVEYANCE OF TITLE: Seller will convey the Property by special warranty deed substantially in the form of

the Conveyance Deed. The Conveyance Deed will be expressly subject to any and all exceptions, easements, rights-of-way,

covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and

discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of

the Property, encumbrances, access limitations, licenses, leases, prescriptive rights, rights of parties in possession, rights of

tenants, co-tenants, or other co-owners, and any and all other matters or conditions affecting the Property, including, without

limitation, Permitted Exceptions under Section 6, whether known or unknown, recorded or unrecorded, as well as standby

fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent

taxes and assessments for prior years becoming due by reason of a change in usage, ownership, or mistake, of the Property;

and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental

FDIC SWD FORM REAL ESTATE PURCHASE AND SALE CONTRACT - Page 4

authorities affecting the Property (collectively referred to as the “Permitted Encumbrances”). Seller has no obligation to

remove, eliminate or modify any Permitted Encumbrance, whether evidenced by a title commitment, survey, or otherwise.

Personal Property, if any, will be conveyed to Purchaser by a bill of sale without any warranty or representation of any kind

in a form determined by Seller in its sole and absolute discretion.

9. PROPERTY CONDITION; NO WARRANTIES OR REPRESENTATIONS; RELEASE OF CLAIMS BY

PURCHASER:

(a) Purchaser acknowledges that Seller has acquired the Property due solely to the failure of a financial institution,

and consequently, Seller has little or no knowledge of the condition of the Property and surrounding areas.

ACCORDINGLY, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS PURCHASING

THE PROPERTY “AS-IS”, “WHERE-IS”, AND “WITH ALL FAULTS” AS OF THE EFFECTIVE DATE AND

CLOSING DATE, AND PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY

EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION,

VALUE AND QUALITY OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT

LIMITED TO, THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR

A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES THAT NO WARRANTY HAS ARISEN

THROUGH TRADE, CUSTOM OR COURSE OF DEALING WITH SELLER. PURCHASER FURTHER

ACKNOWLEDGES AND AGREES THAT IT HAS HAD (OR IF NO INSPECTION PERIOD IS PROVIDED,

PURCHASER EXPRESSLY WAIVES), THE OPPORTUNITY TO INSPECT THE PROPERTY AND

PURCHASER WILL RELY SOLELY ON ITS INVESTIGATION OF THE PROPERTY IN ITS ACQUISITION

THEREOF. SELLER HAS NO OBLIGATION TO ALTER, REPAIR OR IMPROVE THE PROPERTY.

(b) Purchaser acknowledges and agrees that Purchaser will not rely upon any (i) representations or warranties (oral

or written) made by or purportedly on behalf of Seller unless expressly set forth in this Contract, or (ii) documents or other

information (oral or written) supplied by, or purportedly on behalf of, Seller. PURCHASER FURTHER

ACKNOWLEDGES AND AGREES THAT ANY DOCUMENTS OR INFORMATION PROVIDED TO

PURCHASER BY SELLER OR ON SELLER'S BEHALF HAVE BEEN OBTAINED FROM A VARIETY OF

SOURCES, HAVE NOT BEEN INDEPENDENTLY INVESTIGATED OR VERIFIED BY SELLER, AND ARE

NOT TO BE RELIED UPON BY PURCHASER IN ENTERING INTO THIS CONTRACT OR PURCHASING

THE PROPERTY. SELLER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES AND

DISCLAIMS ANY AND ALL IMPLIED WARRANTIES CONCERNING THE TRUTH, ACCURACY, AND

COMPLETENESS OF ANY DOCUMENTS OR INFORMATION SUPPLIED TO PURCHASER BY SELLER OR

ANYONE ACTING OR PURPORTING TO ACT ON SELLER'S BEHALF.

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ANY MATTERS

INVOLVING THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER

HEREBY AFFIRMATIVELY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR

WARRANTIES CONCERNING THE FOLLOWING MATTERS:

(i) EXCEPT AS EXPRESSLY SET FORTH IN THE CONVEYANCE DEED, ANY MATTERS

AFFECTING TITLE TO THE REAL PROPERTY INCLUDING THE EXISTENCE OR SUFFICIENCY OF

LEGAL AND PHYSICAL ACCESS;

(ii) THE COMPLIANCE OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING BUT

NOT LIMITED TO IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE GEOLOGY, WITH ANY

AND ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, ORDINANCES, PERMITS, RULES,

REGULATIONS, OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ANY OF THE FOREGOING

PERTAINING TO ENVIRONMENTAL PROTECTION, POLLUTION AND LAND USE;

(iii) THE SUITABILITY OR APPROPRIATENESS OF THE PROPERTY OR ANY PORTION

THEREOF FOR FUTURE DEVELOPMENT OR RENOVATION OR FOR THE CONDUCT OF ANY USES OR

ACTIVITIES THAT PURCHASER MAY CONTEMPLATE OR ELECT TO CONDUCT THEREON;

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(iv) THE PRESENCE OF ANY LATENT OR PATENT DEFECTS AFFECTING THE PROPERTY

INCLUDING BUT NOT LIMITED TO IMPROVEMENTS, SOIL, GROUNDWATER AND

SUBSURFACE GEOLOGY; AND

(v) THE QUALITY OF CONSTRUCTION AND MATERIALS INCORPORATED INTO ANY

IMPROVEMENTS LOCATED ON THE PROPERTY AND THE EXISTENCE, QUALITY, NATURE,

ADEQUACY, OR CONDITION OF ANY UTILITIES SERVING THE PROPERTY.

(d) PURCHASER, FOR ITSELF AND ITS HEIRS, SUCCESSORS AND ASSIGNS, AND ANYONE

CLAIMING BY, THROUGH, OR UNDER PURCHASER, HEREBY EXPRESSLY (i) WAIVES ANY CLAIM AND

CAUSE OF ACTION WHICH RELATE, REFER, PERTAIN TO, OR ARISE OUT OF ANY OF THE MATTERS

DESCRIBED IN THIS SECTION 9, AND ANY FAILURE BY SELLER TO DISCLOSE INFORMATION TO

PURCHASER CONCERNING THE PROPERTY (COLLECTIVELY, “SUCH CLAIMS”) (REGARDLESS OF

WHETHER SUCH CLAIMS ARE KNOWN OR DISCOVERABLE AS OF THE EFFECTIVE DATE OR THE

CLOSING DATE) AND (ii) RELEASES SELLER FROM ANY AND ALL LIABILITY FROM ANY SUCH

CLAIMS.

(e) PURCHASER WILL AND DOES HEREBY INDEMNIFY AND HOLD SELLER HARMLESS from and

against all claims, demands, liabilities, damages, losses and expenses (including cleanup or remediation costs), deficiencies,

interest, fines, penalties, court costs, and consultants' and attorneys' fees and disbursements that Seller suffers, incurs, or may

potentially suffer or incur, as a result of claims or causes of action made or asserted by any person, firm, entity,

governmental or quasi-governmental authority on the basis of any of the matters set forth in this Section 9.

10. BROKER'S COMMISSION: Seller may pay its broker (“Seller's Broker”) a real estate commission

(“Commission”) pursuant to a separate agreement. Purchaser expressly acknowledges that Seller bears no liability of any

kind for payment of a fee or Commission to any other party. Further, Purchaser indemnifies Seller from any claims of any

kind which may be asserted against Seller by any party claiming to have been authorized by Purchaser to act on Purchaser's

behalf in the transaction contemplated by this Contract.

11. CLOSING:

(a) Closing. The Closing will occur on or before the Closing Date at Seller's or Settlement Agent's offices as

designated by Seller in its sole discretion. Any extension of the Closing Date must be in writing and executed by Purchaser

and Seller in advance of the Closing Date except that (i) Seller will have the right, in its sole discretion, to extend the

Closing Date for a period of up to sixty (60) days as Seller may deem necessary or appropriate, and (ii) where the Contract

otherwise allows for an extension.

(b) Seller's Deliveries. At Closing, Seller will deliver or cause to be delivered to Purchaser or Settlement

Agent as appropriate, the following:

(i) the Conveyance Deed;

(ii) Seller's form of Owner's Affidavit;

(iii) if applicable, a bill of sale as described in Section 8; and,

(iv) the Title Policy.

as appropriate, the following:

(i) the Purchase Price in Immediately Available Funds, with credit being given for the Earnest Money,

deposits actually held by Seller in accordance with Section 14, and additional funds as may be necessary to

pay Purchaser's share of the closing costs, prorations, taxes and other charges under Sections 13 and 14;

and,

(ii) Any additional documents required by the Title Company for any extended coverages and

endorsements to the Title Policy requested by Purchaser.

(d) Default. If either party fails to close the sale under the terms of this Contract, the non-defaulting party will be

entitled to exercise the remedies provided in Section 16.

(e) Further Assurances. Seller and Purchaser will cause to be delivered to the Title Company such other

documents as may be reasonably necessary and appropriate under this Contract to complete the Closing of the sale of the

Property.

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12. POSSESSION. Possession of the Property in its condition existing on the Effective Date, ordinary wear and tear

excepted, will be delivered to Purchaser at Closing, subject to the rights or claims of parties in possession or vendors thereto.

Delivery of the Conveyance Deed by Seller and acceptance of the Conveyance Deed by Purchaser will evidence the

assignment by Seller and assumption by Purchaser of all written or oral agreements, including but not limited to, agreements

for lease of the Property and contracts in effect as of the Closing Date. From and after Closing, Purchaser will defend,

indemnify, and hold Seller harmless from and against all claims, demands, and actions arising under such leases, contracts or

other agreements.

13. CLOSING COSTS;

(a) Seller will pay the following costs at Closing:

(i) preparation of the Conveyance Deed, Bill of Sale and Assignment (of leases and contracts, if any);

(ii) one-half of the Settlement Agent's escrow fee;

(iii) the premium for the standard coverage portion of the Title Policy;

(iv) any mortgages, deeds of trust, or other monetary liens recorded against the Property that are not

Permitted Exceptions;

(v) Seller's Broker's Commission; and,

(vi) Seller's attorney's fees.

(b) Purchaser will pay at Closing all expenses and costs not included in Section 13(a), including, but not limited to,

the following:

(i) one-half of the closing and escrow charges of Settlement Agent and all charges for any closing/escrow

agent retained by Purchaser;

(ii) costs of any financing obtained by the Purchaser in connection with its purchase of the Property;

(iii) costs of any Inspection and survey of the Property;

(iv) costs to remove any liens attributable to Purchaser;

(v) documentary stamps and transfer taxes;

(vi) all deed filing costs and recording fees;

(vii) all taxes not subject to proration in accordance with Section 14 hereof;

(viii) Purchaser's attorney's fees (including legal fees for any closing/escrow agent retained by Purchaser);

(ix) the premium for the extended coverage portion of the Title Policy and any endorsements to the Title

Policy; and,

(x) all outstanding interest, fees or charges which may be due or become due on the foregoing.

14. PRORATIONS AT CLOSING:

(a) At Closing, any and all amounts owing for ad valorem taxes and assessments against the Real Property,

utilities, rents, service contracts and leases (to the extent the same are assignable), dues and assessments of property

associations and all other customary items of income or expense related to the Real Property and Personal Property, will be

prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same prior to the

Closing Date and Purchaser being charged and credited for all of same on and after the Closing Date. If an assessment for

any such proratable item for the year of Closing has not yet been made by the assessing authority, then the proration will be

based upon the prior year's assessment amount. All such Closing prorations are final and not adjustable.

(b) From and after Closing, Purchaser will be solely responsible for payment of taxes and assessments affecting

the Real Property and Personal Property, whether known or unknown, current or delinquent, including, without limitation,

any assessments, reassessments, interest, penalties, court costs, attorney fees and other costs that are or may become due

because of (i) the transfer of the Property, (ii) a subsequent change in the use of the Property (e.g., “rollback taxes”) , or (iii)

an omission or other mistake in assessment. Purchaser hereby agrees to pay all such taxes and costs and Purchaser will

indemnify and save Seller harmless from and against all claims and liability for such taxes.

(c) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all

tenant security deposits then actually held by Seller under leases covering the Property. Seller will have no responsibility for

tenant security deposits not actually held by Seller at Closing. Seller will be credited at Closing with the amount of any and

all other deposits held by third parties with respect to the Property.

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15. CASUALTY LOSS/CONDEMNATION: In the event of damage to or destruction of the Property by fire or other

casualty, or a condemnation or taking of the Property, prior to Closing, resulting in a loss exceeding the greater of FIVE

THOUSAND AND NO/100 DOLLARS ($5,000.00) or twenty percent (20%) of the Purchase Price, Purchaser may, at its

option, either (i) terminate this Contract by delivering written notice to Seller within five (5) days after Seller notifies

Purchaser of the casualty and receive the immediate return of the Earnest Money, and thereafter neither party hereto will

have any further rights or obligations under this Contract; or (ii) proceed to close the transaction contemplated herein in

accordance with the terms hereof and, at Seller's option, receive a credit against the Purchase Price at Closing in an amount

determined by Seller in its sole and absolute discretion. In no event will a casualty loss, condemnation or taking give rise to

a claim against Seller for breach of Contract.

16. REMEDIES:

(a) If Purchaser defaults in the performance of its obligations hereunder or fails to consummate the purchase of the

Property in accordance with this Contract for any reason other than Purchaser's right to terminate this Contract in accordance

with the terms hereof or Seller's breach of its obligations hereunder, then Seller, as its sole and exclusive remedy, will have

the right to terminate this Contract by providing written notice to Purchaser, in which event (i) Seller will be entitled to

retain the Earnest Money as liquidated damages hereunder (Seller and Purchaser hereby acknowledging that the amount of

damages from Purchaser's breach would be difficult or impossible to accurately ascertain); and, (ii) neither party hereto will

have any further rights or obligations under this Contract except for those provisions which expressly survive the termination

of this Contract. Notwithstanding the foregoing, in the event of any other default by Purchaser under this Contract, Seller

will have any and all rights and remedies available at law or in equity by reason of such default.

(b) If Purchaser terminates this Contract in accordance with a right granted to Purchaser hereunder to do so, absent

Seller default, the Earnest Money will be returned to Purchaser by Seller and neither party hereto will have any further rights

or obligations under this Contract except for those provisions which expressly survive termination of this Contract.

Property in accordance with this Contract for any reason other than Seller's right to terminate this Contract in accordance

with the terms hereof or Purchaser's breach of its obligations hereunder, then Purchaser, as its sole and exclusive remedy,

will have the right to terminate this Contract by providing written notice thereof to Seller, in which event (i) the Earnest will

be returned to Purchaser by Seller; (ii) subject to (A) Purchaser's compliance with Sections 7(a) and (b) hereof and (B)

Purchaser's submission to Seller, within sixty (60) days of termination of this Contract pursuant to this Section 16(c), of paid

invoices (so marked) evidencing such compliance, Seller will reimburse Purchaser of its reasonable out-of-pocket expenses

incurred with this Contract prior to such default up to the maximum amount of ONE THOUSAND AND NO/100

DOLLARS ($1,000.00); and, (iii) neither party hereto will have any further rights or obligations under this Contract except

for those provisions which expressly survive the termination of this Contract. In no event will Seller be liable to Purchaser

for any other actual, punitive, speculative, or consequential damages, nor will Purchaser be entitled to bring a claim to

enforce specific performance of this Contract. Moreover, if Seller is in default of Seller's obligations hereunder and

Purchaser fails to exercise its right to terminate this Contract pursuant to this Section 16(c) on or before the Closing Date,

then this Contract will expire by its own terms on the day following the Closing Date, Purchaser will have the right to return

of the Earnest Money from Seller and reimbursement of its reasonable out-of-pocket expenses, subject to and in accordance

with Purchaser's compliance with Section 16(c)(ii). In such event, neither party hereto will have any further rights or

obligations under this Contract except for those provisions which expressly survive the termination of this Contract.

17. PROHIBITED PURCHASER: Purchaser acknowledges that certain persons are prohibited by law from

purchasing assets from Seller and that under certain circumstances Seller will not sell assets to certain persons.

Contemporaneously with the execution of this Contract, Purchaser acknowledges having completed, executed, and delivered

to Seller a Purchaser Eligibility Certification (the “PEC”) in the form attached here to as Exhibit “D.” Purchaser hereby

represents and warrants to Seller that the completed PEC is true and correct, and acknowledges that Seller is relying on the

truth and accuracy of the completed PEC. Any incorrect information on the PEC will constitute Purchaser's default under

this Contract. Accordingly, if Seller determines prior to Closing that any portion of Purchaser's completed PEC is incorrect,

Seller may terminate this Contract, retain the Earnest Money pursuant to Section 16 hereof, and pursue any other remedies

provided by law.

18. CONFIDENTIALITY: Prior to or contemporaneously with the execution of this Contract, Purchaser may have

completed, executed, and delivered to Seller a Non-Disclosure Agreement. If Purchaser has not executed an NDA,

Purchaser will be bound by the confidentiality terms attached hereto as Exhibit “E” (“Confidentiality Terms”). Any breach

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by Purchaser under the NDA or the Confidentiality Terms, as applicable, will constitute Purchaser's default under this

Contract and Seller will have the right to terminate this Contract, retain the Earnest Money pursuant to Section 16 hereof,

and pursue any other remedies provided by law. Purchaser may not record this Contract or a Contract memorandum in any

public records and any such recording will constitute Purchaser's default under this Contract.

19. ATTORNEYS' FEES: In any legal proceeding brought under or with regard to this Contract, the prevailing party

will be entitled to recover court costs and reasonable attorneys' fees from the non-prevailing party; provided, however, that

Seller's liability, if any, for court costs and attorneys' fees, will be determined in accordance with the

Equal Access to Justice Act, codified at 28 U.S.C. § 2412 (2006), to the extent applicable, as well as any other applicable

federal law.

20. AUTHORITY TO EXECUTE: Only an authorized signatory of the Seller may execute this Contract on behalf of

the Seller in the capacity identified in Section 1.

21. SURVIVAL: In addition to those certain provisions of this Contract expressly made to survive Closing or any

termination of this Contract, Sections 7, 9, 10, 12, 14, 18, 23, 25, 26 and 29 of this Contract will survive Closing and the

delivery of the Conveyance Deed and will not be merged therein.

22. MODIFICATION: This Contract is the entire agreement between Seller and Purchaser regarding the sale of the

Property and supersedes all other prior statements, agreements and understandings. This Contract may only be amended by

written instrument executed by both Seller and Purchaser.

23. GOVERNING LAW: The validity, construction, enforcement, interpretation, and performance of this Contract

will be governed by the laws of the United States of America, and to the extent that state law would apply under applicable

federal law, the state in which the Property is located.

24. TIME: Time is of the essence in the performance of each party's obligations under this Contract.

25. NOTICES: Any notice provided or required to be given under this Contract must be in writing and will be served

(and will be deemed to have been served) by (a) depositing same in the United States mail, addressed to the party to be

notified, postage prepaid and certified with return receipt requested; (b) delivering the same to such party or agent of such

party, in person or by commercial courier; (c) depositing the same into the custody of a nationally recognized overnight

delivery service, addressed to the party to be notified, or (d) confirmed electronic mail. For purposes of notice, the

addresses of the parties will be under their respective signature blocks.

26. CONSTRUCTION: Unless stated otherwise, the words “day” or “days” refer to calendar days. Pronouns are used

interchangeably herein to refer to masculine, feminine, or neuter antecedents. Seller and Purchaser agree that the rule of

construction to the effect that ambiguities are to be resolved against the drafting party will not be employed in the

interpretation of this Contract.

27. INDIVIDUAL LIABILITY: The individual who purports to execute this Contract on behalf of a purchasing entity

will nevertheless be bound under this Contract in his or her individual capacity unless, at least 15 days prior to Closing, the

individual provides Seller with a copy of (a) the articles or agreement by which a legal purchasing entity was created, as

filed, if applicable, with the proper state office or authority, (b) a resolution of that legal entity authorizing (i) the transaction

contemplated herein, and (ii) naming the individual to bind Purchaser's legal entity in such transaction.

28. ASSIGNMENT: This Contract will inure to the benefit of and be binding on the parties hereto and their permitted

heirs, successors, and assigns. Purchaser will have no right to assign this Contract without the prior written consent of

Seller, which consent may be granted or withheld in Seller's sole and absolute discretion. Any purported assignment without

Seller's prior written consent will be void and of no legal force or effect.

29. EXCLUDED PROPERTY/PERSONALLY IDENTIFIABLE INFORMATION.

(a) The Excluded Property is expressly excluded from the transaction contemplated by this Contract. All legal and

equitable ownership of the Excluded Property remains vested solely in Seller.

FDIC SWD FORM REAL ESTATE PURCHASE AND SALE CONTRACT - Page 9

(b) If Purchaser discovers, at any time, possible Excluded Property upon, in or around the Property, Purchaser will (i)

provide notice to Seller, identifying the nature and location of the possible Excluded Property, and (ii) if deemed Excluded

Property by Seller, Purchaser will cooperate with Seller to effect the prompt removal and delivery of the Excluded Property

to Seller, at Seller's sole cost and expense.

and management of the Property, Purchaser will, within ten (10) business days after the Closing Date, and to the satisfaction

of Seller, (i) transfer such non-PII data, information, program or system to replacement storage media/devices at Purchaser's

sole cost and expense, and (ii) deliver the Excluded Property to Seller.

(d) PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES: i) PURCHASER WILL NOT

ACCESS, DOWNLOAD, READ, UTILIZE OR DETERMINE THE CONTENT OF ANY PII, ii) PURCHASER

WILL NOT DIVULGE, OR ALLOW ACCESS TO, ANY PII TO ANY OTHER PERSON, FIRM OR ENTITY;

AND, iii) ALL PII IS CONFIDENTIAL AND SUBJECT TO THE TERMS OF THE CONFIDENTIALITY TERMS

DESCRIBED IN SECTION 18 HEREOF.

30. Counterparts; Electronic Signatures.

(a) This Contract and any amendments may be executed in one or more counterparts, each of which will be

deemed to be an original and all of which together will be deemed to be one and the same instrument. It will not be

necessary for any counterpart to bear the signature of all Parties.

(b) Each counterpart of this Contract, any amendments, and any related documents signed and delivered by

facsimile, portable document format (pdf) or DocuSign, or similar electronic means, will be treated in all manner and respect

as an original signed document and will have the same legal force and effect as if it were the original signed counterpart

thereof delivered in person. No Party to this Contract may raise the use of such electronic means to execute, transmit or

deliver any such document as a defense to the formation, interpretation or enforceability of this Contract, any amendments

hereto or related documents, and each Party forever waives and disclaims any such defense.

[Signature pages, Exhibits and Attachments on the following pages.]

[The remainder of this page is intentionally blank.]

FDIC SWD FORM REAL ESTATE PURCHASE AND SALE CONTRACT - Page 10

PURCHASER'S SIGNATURE PAGE

The Purchaser has executed this Real Estate Purchase and Sale Contract on the date set forth in the signature block

below.

PURCHASER (check one box and complete):

INDIVIDUAL(S) identified in Section 1(b). Sign on first line. Print name(s) on second line.

Signatures:

Print Names:

Date:

LEGAL ENTITY identified in Section 1(b). Example: XYZ Corporation, a New Jersey corporation.

Print:

(Legal entity name)

a(n)

(State of formation) (Legal entity type, such as LLC or corporation)

By:

(Entity authorized representative signs here)

Print Name:

Title:

Date:

PURCHASER'S ADDRESS TO RECEIVE NOTICES UNDER THIS CONTRACT:

Purchaser's complete mailing address

(Street address only; a P.O. Box is NOT acceptable)

Telephone Number:

Email:

[Seller's Signature Page follows.]

FDIC SWD FORM REAL ESTATE PURCHASE AND SALE CONTRACT - Page 11

SELLER'S SIGNATURE PAGE

The Seller has executed this Real Estate Purchase and Sale Contract on the date set forth in the signature block

below.

SELLER (check one box and complete):

FEDERAL DEPOSIT INSURANCE CORPORATION,

in the capacity stated in Section 1(a).

SELLER LEGAL ENTITY identified in Section 1(a):

Print:

(Name of subsidiary)

a(n)

(State of formation)

(Legal entity type, such as LLC or corporation)

By:

(Entity authorized representative signs here)

Print Name:

Title:

Date:

SELLER'S ADDRESS TO RECEIVE NOTICES UNDER THIS CONTRACT:

Seller's complete mailing address

Attn: ORE Department

600 North Pearl Street

Dallas, TX 75201

Telephone Number:

Email: [email protected]

A COPY OF ANY NOTICE TO SELLER MUST ALSO BE SENT TO:

(Street address only; a P.O. Box is NOT acceptable)

Telephone Number:

Email:

FDIC SWD FORM REAL ESTATE PURCHASE AND SALE CONTRACT - Page 12

Exhibit "A"

REAL PROPERTY DESCRIPTION

[NOTE TO PREPARER: This legal description should be, except in unique circumstances, the legal description of

the Real Property as found in the conveyancing instrument vesting title in the Seller or the Failed Bank named in

Section 1 of the Contract.]

EXHIBIT "A" - REAL PROPERTY DESCRIPTION - Page 1

Clear Text

Exhibit "B"

FORM OF CONVEYANCE DEED

[Note to Contract preparer: the below form of Special Warranty Deed is an Exhibit only and is not to be completed

as part of the contract preparation.]

Recording requested by 4C Asset No.____________________

and when recorded return to:

______________________________

__________________________________________________ space above this line for Recorder's use only.

SPECIAL WARRANTY DEED

STATE OF ______________________________ §

COUNTY OF ____________________________ §

GRANTOR:________________________________________________________________________

Grantor's Mailing Address:____________________________________________________________

GRANTEE:________________________________________________________________________

Grantee's Mailing Address:____________________________________________________________

PROPERTY: Those certain tracts or parcels of land situated in ___________________County, __________________ as

such land is more particularly described in Exhibit “A” hereto, together with all buildings and other improvements situated

thereon, all fixtures and other property affixed thereto, and all and singular the rights and appurtenances pertaining to the

property, including any right, title and interest of Grantor in and to adjacent streets, alleys or rights-of-way (“Property”).

RECITALS

A. _______________________________________________________________________________

The Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and

valuable consideration to said Grantor paid by Grantee named herein, the receipt of which is hereby acknowledged, has

GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto Grantee, the Property,

subject to any and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments,

protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed

by, respectively, an inspection or current survey of the Property, encumbrances, access limitations, licenses, leases,

prescriptive rights, rights of parties in possession, rights of tenants, co-tenants, or other co-owners, and any and all other

matters or conditions affecting the Property, including but not limited to all items listed on the title policy, if any, whether

known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the

Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by

reason of a change in usage, ownership, or mistake, of the Property; and any and all zoning, building, and other laws,

regulations, and ordinances of municipal and other governmental authorities, if any, affecting the Property (collectively

referred to as the “Permitted Encumbrances”). Grantee, by its acceptance of delivery of this Special Warranty Deed, assumes

and agrees to perform any and all obligations of Grantor or the Institution under the Permitted Encumbrances.

Grantee acknowledges that Grantor has acquired the Property due solely to the failure of a financial institution, and

consequently, Grantor has little or no knowledge of the condition of the Property and surrounding areas.

EXHIBIT "B" - FORM OF CONVEYANCE DEED - Page 1

GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTEE IS PURCHASING THE PROPERTY “AS-

IS”, “WHERE-IS”, AND “WITH ALL FAULTS” AS OF THE DATE OF THIS DEED, AND GRANTEE FURTHER

ACKNOWLEDGES AND AGREES THAT GRANTOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED

WARRANTIES CONCERNING THE CONDITION, VALUE AND QUALITY OF THE PROPERTY AND ANY

PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF HABITABILITY,

MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GRANTEE ACKNOWLEDGES THAT NO

WARRANTY HAS ARISEN THROUGH TRADE, CUSTOM OR COURSE OF DEALING WITH GRANTOR.

GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS HAD OR HAS WAIVED THE

OPPORTUNITY TO INSPECT THE PROPERTY AND GRANTEE WILL RELY SOLELY ON ITS INVESTIGATION

OF THE PROPERTY. GRANTOR HAS NO OBLIGATION TO ALTER, REPAIR OR IMPROVE THE PROPERTY.

GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING

ANY MATTERS INVOLVING THE PROPERTY. WITHOUT LIMITING THE GENERALITYOF THE FOREGOING,

GRANTOR HEREBY AFFIRMATIVELY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR

WARRANTIES CONCERNING THE FOLLOWING MATTERS:

(i) EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET OUT IN THIS DEED, ANY MATTERS

AFFECTING TITLE TO THE REAL PROPERTY INCLUDING THE EXISTENCE OR SUFFICIENCY OF

LEGAL AND PHYSICAL ACCESS;

(ii) THE COMPLIANCE OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING BUT NOT

LIMITED TO IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE GEOLOGY, WITH ANY

AND ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, ORDINANCES, PERMITS, RULES,

REGULATIONS, OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ANY OF THE FOREGOING

PERTAINING TO ENVIRONMENTAL PROTECTION, POLLUTION AND LAND USE;

(iii) THE SUITABILITY OR APPROPRIATENESS OF THE PROPERTY OR ANY PORTION THEREOF FOR

FUTURE DEVELOPMENT OR RENOVATION OR FOR THE CONDUCT OF ANY USES OR ACTIVITIES

THAT GRANTEE MAY CONTEMPLATE OR ELECT TO CONDUCT THEREON;

(iv) THE PRESENCE OF ANY LATENT OR PATENT DEFECTS AFFECTING THE PROPERTY

INCLUDING BUT NOT LIMITED TO IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE

GEOLOGY; AND,

(v) THE QUALITY OF CONSTRUCTION AND MATERIALS INCORPORATED INTO ANY

IMPROVEMENTS LOCATED ON THE PROPERTY AND THE EXISTENCE, QUALITY, NATURE,

ADEQUACY, OR CONDITION OF ANY UTILITIES SERVING THE PROPERTY.

GRANTEE, FOR ITSELF AND ITS HEIRS, SUCCESSORS AND ASSIGNS, AND ANYONE CLAIMING BY,

THROUGH, OR UNDER GRANTEE, HEREBY EXPRESSLY (i) WAIVES ANY CLAIMS AND CAUSES OF ACTION

WHICH RELATE, REFER, PERTAIN TO, OR ARISE OUT OF ANY OF THE MATTERS DESCRIBED IN THIS DEED,

AND ANY FAILURE BY GRANTOR TO DISCLOSE INFORMATION TO GRANTEE CONCERNING THE

PROPERTY (COLLECTIVELY, “SUCH CLAIMS”) REGARDLESS OF WHETHER SUCH CLAIMS ARE KNOWN,

UNKNOWN, OR DISCOVERABLE AS OF THE DATE OF THIS DEED, AND (ii) RELEASES GRANTOR FROM ANY

AND ALL LIABILITY FROM ANY SUCH CLAIMS.

Further, by its acceptance of delivery of this Special Warranty Deed, Grantee or anyone claiming by, through, or

under Grantee, hereby fully releases Grantor, the Institution, and the FDIC in any and all of its various other capacities, and

their respective employees, officers, directors, representatives, and agents from any and all claims, costs, losses, liabilities,

damages, expenses, demands, actions, or causes of action that it or they may now have or hereafter acquire, whether direct or

indirect, known or unknown, suspected or unsuspected, liquidated or contingent, arising from or related to the Property in

any manner whatsoever. This covenant releasing Grantor, the Institution, and the FDIC in any and all of its various other

capacities shall be a covenant running with the Property and shall be binding upon Grantee, its successors, and assigns.

TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in any

wise belonging to Grantor, unto Grantee, its legal representatives, successors and assigns forever, and Grantor does hereby

bind itself, its successors and assigns, to WARRANT SPECIALLY AND FOREVER DEFEND all and singular the Property

EXHIBIT "B" - FORM OF CONVEYANCE DEED - Page 2

unto Grantee, its legal representatives, successors and assigns, against every person whomsoever lawfully claiming or to

claim the same or any part thereof, by, through, or under Grantor, but not otherwise, subject to, however, the Permitted

Encumbrances.

The fact that certain encumbrances, limitations, or other matters or conditions may be mentioned, disclaimed, or

excepted in any way herein, whether specifically or generally, shall not be a covenant, representation, or warranty of Grantor

as to any encumbrances, limitations, or any other matters or conditions not mentioned, disclaimed, or excepted.

Notwithstanding anything herein to the contrary, however, nothing herein shall be construed or deemed as an admission by

Grantor or Grantee to any third party of the existence, validity, enforceability, scope, or location of any encumbrances,

limitations, or other matters or conditions mentioned, disclaimed, or excepted in any way herein, and nothing shall be

construed or deemed as a waiver by Grantor or Grantee of its respective rights, if any, but without obligation, to challenge or

enforce the existence, validity, enforceability, scope, or location of same against third parties.

NOTE: All ad valorem taxes and assessments for the Property for the year in which this Special Warranty Deed is

executed have been prorated by the parties hereto as of the date of this Special Warranty Deed. By its acceptance of delivery

of this Special Warranty Deed, Grantee hereby assumes the payment of all ad valorem taxes, standby fees, and general and

special assessments of whatever kind and character affecting the Property which are due, or which may become due, for the

current tax year or assessment period and for any tax year or assessment period subsequent to the date of this Special

Warranty Deed, including, without limitation, taxes or assessments for prior years becoming due by reason of a change in

usage or ownership, or both, of the Property or any portion thereof.

[Signature pages, Exhibits and Attachments on the following pages.]

[The remainder of this page is intentionally blank.]

EXHIBIT "B" - FORM OF CONVEYANCE DEED - Page 3

IN WITNESS WHEREOF, this Special Warranty Deed is executed on this _____ day of __________________,

______.

GRANTOR:

Federal Deposit Insurance Corporation (“FDIC”), as Receiver for ________________________________________,

_________________________ (City and State of headquarters)

(Name of Failed Bank)

By: _____________________________________

(Seller's authorized representative signs here)

Name: __________________________________

Title: ___________________________________

Date: ___________________________________

ACKNOWLEDGMENTS

STATE OF ______________________________ §

COUNTY OF ____________________________ §

This instrument was acknowledged before me on the _____ day of ________________, _______, by

___________________________, Attorney in Fact of the Federal Deposit Insurance Corporation in the capacity stated

above on behalf of said entity.

____________________________________

Notary Public, State of

EXHIBIT "B" - FORM OF CONVEYANCE DEED - Page 4

EXHIBIT "A"

[Legal Description of the Property]

[NOTE TO PREPARER: This legal description should be, except in unique circumstances, the legal description of

the Property as found in the conveyancing instrument into Grantor or into the Institution named in the first recital

above.]

EXHIBIT "B" - FORM OF CONVEYANCE DEED - Page 5

Exhibit “C”

Inventory of Personal Property to be Conveyed

SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE EXISTENCE,

OWNERSHIP, TITLE, POSSESSION, SIZE, SHAPE, CONFIGURATION, LOCATION,

CAPACITY, QUANTITY, QUALITY, VALUE, CONDITION, MAKE, MODEL, COMPOSITION,

AUTHENTICITY, OR AMOUNT OF THE PERSONALTY LISTED HEREON.

Any and all Personal Property located within the Real Property.

EXHIBIT "C" - PERSONAL PROPERTY DESCRIPTION - Page 1

Clear Text

Exhibit "D"

PURCHASER ELIGIBILITY CERTIFICATION

OMB Number: 3064-0135

Expiration Date: 02/28/2025

PRIVACY ACT STATEMENT

The Federal Deposit Insurance Act (12 U.S.C. §§1819, 1821, and 1823) and Executive Order 9397 authorizes the collection

of this information.The FDIC will use this information in the marketing of assets, to identify qualified potential purchasers

and to solicit bids for assets. Submitting this information to the FDIC is voluntary. Failure to submit all of the information

requested could result in your inability to bid on or purchase assets held by the FDIC. The information provided by

individuals is protected by the Privacy Act, 5 USC §552a. The information may be furnished to third parties as authorized by

law and in accordance with any of the other routine uses described in the FDIC Potential Bidders List (FDIC-30-64-0019)

System of Records. A complete copy od this System of Records is available at https://www.fdic.gov/regulations/laws/

rules/2000-4000.html#fdic200030-64-0019. If you have questions or concerns about the collection or use of the information,

you may contact the FDIC's Chief Privacy Officer at [email protected]

ESTIMATED REPORTING BURDEN

Public reporting burden for this collection is estimated to average 30 minutes per response, including the time for reviewing

instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the

collection of information. Send comments regarding the burden estimate or any other aspect of this collection of

information, including suggestions for reducing this burden, to Paperwork Reduction Act, Legal Division, FDIC, 5050 17

Street NW, Project (3064-0135), Washington, D.C. 20503.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it

displays a currently valid OMB control number.

EXHIBIT "D" - PURCHASER ELIGIBILITY CERTIFICATION - Page 1

PURCHASER ELIGIBILITY CERTIFICATION

Sale/Loan Pool Number(s): ______________________________

The purpose of the Purchaser Eligibility Certification is to identify Prospective Purchasers who are not eligible to

purchase assets of failed financial institutions from the Federal Deposit Insurance Corporation under the laws , regulations

and policies governing such sales. Completion of the Purchaser Eligibility Certification, without modification, is a

prerequisite to any such purchase.

DEFINTIONS

Affiliated Business Entity. An Affiliated Business Entity of a Prospective Purchaser means its spouse, dependent

child or any member of its household; or any entity that directly or indirectly is under the control of the Prospective

Purchaser, controls the Prospective Purchaser or is under common control with the Prospective Purchaser.

Associated Person. An Associated Person of a Prospective Purchaser that is an individual is (1) the Prospective

Purchaser's spouse or dependent child or any member of the Prospective Purchaser's household, (2) a partnership in which

the Prospective Purchaser is or was a general or limited partner at the time of occurrence of any event that would prevent

certification under the next section, (3) a limited liability company of which the Prospective Purchaser is or was a member at

the time of occurrence of any event that would prevent certification under the next section, or (4) a corporation of which the

Prospective Purchaser is or was an officer or director at the time of occurrence of any event that would prevent certification

under the next section. An Associated Person of a Prospective Purchaser that is an entity is (1) and individual or entity that,

acting individually or in concert with one or more individuals or entities, owns or controls 25 percent or more of the

Prospective Purchaser; or (2) a managing or general partner, or managing member, of the Prospective Purchaser.

Contractor. A Contractor is any individual or entity that has submitted an offer to the FDIC to perform services or

has a contractual arrangement with the FDIC to perform services.

Delinquent Obligation. A Delinquent Obligation is any debt or duty to pay money to the FDIC in excess of

$50,000 (in an aggregate for all such debts or duties) that is more than sixty (60) days delinquent, or any other failure to

comply wit the terms and conditions of a written agreement with the FDIC that continues for more thatn sixty (60) days

following notice. A Delinquent Obligation does not include any debt that has been settled, nor any debt that has been sold or

transferred by the FDIC, nor any debt for which the FDIC has reported forgiveness of debt through the issuance of an IRS

form 1099, nor any debt discharged in bankruptcy.

Failed Institution. A Failed Institution is any bank or savings association that has been under the conservatorship

or receivership of the FDIC or of the Resolution Trust Corporation. It includes any entity owned and controlled by such a

bank or savings association.

EXHIBIT "D" - PURCHASER ELIGIBILITY CERTIFICATION - Page 2

FDIC. FDIC means the Federal Deposit Insurance Corporation, whether acting in its corporate capacity or as a

conservator or receiver of a Failed Institution.

Prospective Purchaser. A Prospective Purchaser is any individual or entity that has made or intends to make an

offer to purchase assets of a Failed Institution from the FDIC. For all purposes of the Certification, an “entity” includes any

entity with a legally independent existence, including, without limitation, a trustee; the beneficiary of at least 25% share of

the proceeds of a trust; a partnership; a limited liability company; a corporation; an association; or any other organization or

society.

Substantial Loss. A Substantial Loss is (i) any debt or duty to pay money to the FDIC or a Failed Institution that

has an outstanding balance of more than $50,000 and that is more than ninety (90) days past due; (ii) an unpaid final

judgement of more than $50,000 regardless of whether it is forgiven in a bankruptcy proceeding; (iii) a deficiency balance

following a foreclosure sale of more than $50,000 regardless of whether it is discharged in a bankruptcy proceeding; or (iv)

any losee of more than $50,000 reported on an IRS Form 1099-C (Information Reporting for Cancellation of Debt).

ELIGIBILITY CERTIFICATION

The undersigned hereby certifies that all of the following statements are true, correct and complete when made and

will be true at closing if the sale:

A. FDIC Employees. The Prospective Purchaser is not an FDIC employee, the spouse of an FDIC employee, or the

minor child of an FDIC employee.

B. Delinquent Obligors. Neither the Prospective Purchaser nor any of its Affiliated Business Entities has a Delinquent

Obligation. Under certain circumstances, the certification required in this paragraph may be waived by the FDIC.

For more information about the waiver process and criteria, contact he FDIC sales representative. Note: If the sale

is for FDIC real estate owned or items such as furniture, fixtures or equipment, artwork, automobiles or other

tangible items, and the Prospective Purchaser will bid less than $250,000 (per item or per pool), then the

certification set forth in this paragraph B is not required.

C. FDIC Contractors. Neither the Prospective Purchaser nor any of its Affiliated Business Entities is a Contractor that

has performed services within three years proceeding the date of this certification relating to any of the assets that

the Prospective Purchaser might buy, unless the contract for services allows for the purchase of such assets. Under

certain circumstances, the certification required in this paragraph may be waived by the FDIC. For more

information about the waiver process and criteria contact the FDIC sales representative.

D. Officers or Directors of Failed Institutions. Neither the Prospective Purchaser nor any of its Associated Persons

has ever been an officer or director of a Failed Institution or of an affiliate of a Failed Institution who (1) has

participated in a material way in one or more transactions that caused Substantial Loss to any such Failed

Institution; and (2) in connection with such Substantial Loss has been found by a court or administrative tribunal, or

alleged in a judicial or administrative action brought by the FDIC or any federal or state governmental entity to

have (i) violated any law, regulation or order issued by a federal or state banking agency; (ii) breached a written

agreement with a federal or state banking agency or with a Failed Institution; (iii) engaged in an unsafe or unsound

practice in conducting the affairs of a Failed Institution; or (iv) breached a fiduciary duty owed to a Failed

Institution.

EXHIBIT "D" - PURCHASER ELIGIBILITY CERTIFICATION - Page 3

E. Debarment from Participation in the Affairs of a Failed Institution. Neither the Prospective Purchaser nor any

of its Associated Person(s) has been removed from, or prohibited from participating in the affairs of a Failed

Institution by a final enforcement action by the FDIC or any other federal banking agency (as defined under U.S.C.

§1813(z)).

F. Pattern or Practice of Defalcation. Neither the Prospective Purchaser nor any of is Associated Person(s) has

borrowed money or guaranteed loans in more than one transaction with the intent to cause a loss or with reckless

disregard for whether such transactions would cause a loss to any financial institution insured by the FDIC, where

these loans, in the aggregate, caused a Substantial Loss to one ore more Failed Institutions.

G. Convicted of Certain Crimes. Neither the Prospective Purchaser nor any of its Associated Person(s) (1) has been

convicted of committing or conspiring to commit any offense under Section 215, 656, 657, 1005, 1006, 1007, 1008,

1014, 1032, 1341, 1343, or 1344 of Title 18 of the United States Code affecting any Failed Institution; and (2) has

defaulted on any debt or duty to pay money (including any guaranty) owed to the FDIC or any Failed Institution to

such an extent that a judgement has been rendered in favor of the FDIC or the property securing the debt has been

foreclosed on.

H. If Seller Financing Is Used. Neither the Prospective Purchaser nor any of its Associated Persons (1) has defaulted

on any debts or duties to pay money (including any guaranty) to the FDIC or a Failed Institution that, in the

aggregate, exceed $1,000,000, to such an extent that a judgement has been rendered in favor of the FDIC or a

Failed Institution or the property securing the debt has been foreclosed on; and (2) has made any fraudulent

misrepresentations in connection with any of these debts or duties. This representation is not required, and has no

effect, if the Prospective Purchaser does not finance any portion of the purchase price through financing offered by

the FDIC.

I. Transactions Structured to Circumvent the Certification. Neither the identity nor form of the Prospective

Purchaser, not any aspect of the contemplated transaction, has been created or altered with the intent, in whole or in

part, to allow an individual or entity who otherwise would be ineligible to purchase assets from the FDIC to benefit

directly or indirectly from the proposed transaction.

EXHIBIT "D" - PURCHASER ELIGIBILITY CERTIFICATION - Page 4

PROSPECTIVE PURCHASER INFORMATION

Name of Prospective Purchaser

Individual Corporation Trust

Partnership Limited Liability Company Other (Specify below)

Physical Address (For Overnight Delivery)

Contact Person and Title

Telephone Number Fax Number

E-mail Address

IN WITNESS WHEREOF, the undersigned declares under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct, and has executed this Certification as of

PROSPECTIVE PURCHASER

[Print Name of Prospective Purchaser]

[Signature]

[Print Name and Title of Authorized Signatory]

Notice Concerning Legal Action

Any person who knowingly or willfully makes false or fraudulent statements or disclosures in connection with this

Certification will be referred to the Office of Inspector General and/or the appropriate law enforcement officials for

investigation and legal enforcement and may be subject to fines and/or imprisonment (18 U.S.C. §§1001, 1007 and 1014).

EXHIBIT "D" - PURCHASER ELIGIBILITY CERTIFICATION - Page 5

Exhibit “E”

CONFIDENTIALITY TERMS

In accordance with Section 18 of the Contract, Purchaser, as a party interested in evaluating the Property for purchase

(“Interested Party”), understands, acknowledges and expressly agrees to the following confidentiality terms (“Terms”)

regarding information provided to Purchaser by Seller:

1. Information. Seller may furnish Interested Party with non-public, confidential or proprietary information about

the Property, including but not limited to data, documents, files, records and other information (whether written, oral or

electronic, and whether prepared by Seller or by third parties), (collectively, the “Information”). Some Information may be

further identified on Exhibit “E-1” attached to the Terms.

2. Limitation On Use Of Information. Interested Party will (a) keep the Information confidential and will not,

without Seller's prior written consent, disseminate or disclose any Information in any manner whatsoever, and (b) use the

Information solely for the purpose of evaluating the suitability of the Property for Interested Party's intended purpose;

provided, however, that Interested Party may reveal the Information to its partners, directors, officers, employees, advisors,

attorneys, accountants, consultants, affiliates, representatives, agents, lenders and successors and assigns (collectively,

“Representatives”) (i) who reasonably need to know the Information for the purpose of evaluating Interested Party's

purchase of the Property, (ii) who have been informed by Interested Party of the confidential nature of the Information and

(iii) who agree in writing to act in accordance with the Terms. Interested Party is solely responsible for any breach of the

Terms by any of its Representatives. Interested Party will keep a record of each Representative who receives the

Information.

3. Legally Required Disclosure Of Information. Interested Party will notify Seller in writing within one (1)

business day upon Interested Party acquiring any knowledge that it may be legally compelled to disclose Information by

subpoena, civil suit or other legal proceeding, so that Seller may seek an appropriate protective order and/or waive Interested

Party's compliance with the Terms. In the absence of a protective order or waiver, Interested Party may disclose that portion

of the Information that Seller is legally required to disclose if, in the written opinion of Interested Party's legal counsel,

failure to disclose such Information would subject Interested Party to liability for contempt, censure or other legal penalty or

liability.

4. Destroying the Information. As to any Property not purchased by Interested Party, unless directed otherwise by

Seller, Interested Party will destroy, and cause all persons or entities to whom Interested Party has disclosed the Information

to destroy, all copies of the Information. Regardless of the destruction of the Information, Interested Party shall remain

bound by the Terms.

5. Liability. Interested Party will notify Seller immediately of any breach of the Terms. If Seller determines that

Interested Party breached the Terms, Seller may, exercise any and all legal or equitable rights or remedies to which Seller is

entitled on account of Interested Party's breach. Seller will not be deemed to have waived any of its rights or remedies on

account of its failure, delay or forbearance in exercising any such right or remedy in a particular instance.

6. Indemnification. Interested Party will defend, indemnify and hold harmless Seller from and against any and all

claims, demands, causes of action, losses, damages, liabilities, judgments, costs, and expenses (including attorneys' fees)

asserted against or incurred by Seller as a result of any violation of, or failure to comply with, the Terms by Interested Party,

its Representatives or any person or entity to whom Information has been disclosed.

7. Disclaimer as to Information; Release of Seller. Interested Party acknowledges and understands that (a) some or

all of the Information may have been prepared by third parties other than Seller, and (b) Seller expressly disclaims all

representations and warranties either express or implied, including, but not limited to any implied warranty of

merchantability or fitness for a particular purpose, and any warranty with respect to the content, completeness or accuracy of

the Information. Interested Party is expressly prohibited from contacting any of these third parties at any time without the

prior written consent of Seller. Interested Party is at all times responsible for independently assuring itself as to the content,

completeness or accuracy of the Information, and Interested Party's reliance on the Information will be at Interested Party's

sole risk. Interested Party hereby releases Seller from all claims, demands, causes of action, losses, damages, liabilities,

judgments, costs and expenses (including attorneys' fees) asserted against or incurred by Interested Party by reason of

Interested Party's knowledge of, or reliance upon, the Information.

EXHIBIT "E" - CONFIDENTIALITY TERMS - Page 1

8. Effect of Invalid Provision. The invalidity or unenforceability of any provision of the Terms will not affect or

limit the validity or enforceability of any other provision hereof and such invalid or unenforceable provision will be

construed or deemed amended by the parties only to the extent necessary to make it valid and enforceable.

9. Survival. The Terms will survive Closing or any termination of the Contract for the latter of two (2) years from (a)

the Effective Date of the Contract, (b) Closing, or (c) execution of the Non-Disclosure Agreement.

[The remainder of this page is intentionally blank.]

EXHIBIT "E" - CONFIDENTIALITY TERMS - Page 2

Exhibit "E-1" to Confidentiality Terms

[List of Information Furnished by Seller to Interested Party]

EXHIBIT "E" - CONFIDENTIALITY TERMS - Page 3

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