E-Mail Statement and Electronic Disclosure - Terms and Conditions

INTERNET BANKING APPLICATION FOR BUSINESS ACCOUNTS

Rev Nov 2011 Page 1of 2 ACCOUNT HOLDERS Account Name

Account Address

I (We) certify that the information provided is true and correct and I (we) have read and agreed to the Internet Banking Agreement - Business, Wires-On-Line Agreement and Wires-On-Line Security Guidelines as well as the Funds Transfer Agreement Terms and Conditions and Ameritransfer Customer Agreement. I (we) authorize BAC Florida Bank to verify any information included in this application and allow me (us) to access to all the accounts listed below. The use of BAC Florida Bank’s Internet Banking shall be governed by the printed terms and conditions or amendments thereto, as may be established by BAC Florida Bank and communicated in writing to me (us). I (we) hereby authorize BAC Florida Bank to set up the transfer grouping listed below. I (we) understand that the account numbers are set up as a related group and that I (we) can transfer to/from all numbers in that grouping, as capabilities and/or restrictions allow. NOTE: Any joint accounts require all account holders’ signatures SIGNER # 1 Signature Authorized Signer Name

E-mail Address (Required field)

SIGNER # 2 Signature Authorized Signer Name

E-mail Address (Required field)

ACCOUNT NUMBER(S) TO ENROLL Below, list all accounts that you are a signer on and would like to be able to have Internet access to. If no accounts are listed, all will be available. Account # Account # Account # Account # Account # Account # REQUESTED SERVICES Cash Management –FEES APPLY- (Select Services Below) View Only -FREE-

Positive Pay Yes No Wire Transfers WiresDirect (Dual Control required) ACH Yes No Acct(s)# (Agreement and Security Guidelines apply on both services above) (Additional contract required) / DUAL CONTROL: Yes No Initials:______/ WIRES LIMIT:$ (N/A for no specified limit) Positive Pay Agreement Terms apply Ameritransfer

We authorize BAC Florida Bank to advise us of changes and provide statements, disclosures and advices via E-mail and by selecting this option I (we) have read and agreed to the terms in the E-mail Statement and Electronic Disclosure agreement and authorize notifications to be sent to the primary e-mail noted above. *If Cash Management –Transactions- Requested (read Cash Management Security Guidelines and Initial Procedures): Designated Customer Security Officer (CSO) CSO e-mail

ACCOUNTS FOR AMERITRANSFER ACCESS I (we) understand that the Master user is the only user ID created with this application and the one who will have full control of all actions in reference to any other users configuration; also understand that to add any other users, a User Access Authorization Form must be submitted and that once those user ID’s are created by BAC Florida Bank, it is the Master user who will assign the rights to them. Master User Name Master User e-mail

Bank (067) Debit Account Originating Bank: BAC Florida Bank

Add Delete Update Bank Credit Account Beneficiary Initials

Rev Nov 2011 Ameritransfer Participating Banks Page 2of 2 (801)BAC Intl Bank, Grand Cayman (023)BAC Honduras (808)BAC Panama (700)BAC Nicaragua (025)Banco de America Central (802)BAC Bahamas Bank & Trust Limited (102)BAC San Jose (067) BAC Florida Bank (042)BAC Guatemala (814)BAC Bank Inc

Important notice – The use of correction fluid is not allowed Important notice – The use of correction fluid is not allowed Ameritransfer Participating Banks

(801)BAC Intl Bank, Grand Cayman (023)BAC Honduras (808)BAC Panama (700)BAC Nicaragua (025)Banco de America Central (802)BAC Bahamas Bank & Trust Limited (102)BAC San Jose (067) BAC Florida Bank (042)BAC Guatemala (814)BAC Bank Inc

CUSTOMER AUTHORIZATION

The use of the Ameritransfer service as offered by BAC Florida Bank shall be governed by the printed terms and conditions or amendments thereto, as may be established by BAC Florida Bank and communicated in writing to me (us). I (we) authorize BAC Florida Bank to setup the transfer grouping as listed above. I (we) understand that the BAC Florida Bank account numbers to be debited are set up as related to the accounts listed for crediting and that I (we) can transfer from listed BAC Florida Bank account only to the account numbers in that grouping, as capabilities and/or restrictions allow. Customer has reviewed the schedule of fees and agrees to honor any fees incurred through the use of this service. Officer Approval FOR BANK USE ONLY Add Internet Banking ID: Cuenta Internet (CI): Change XpressWires Company ID: User ID SEC: Delete Input by/date: Verify by/date:

Rev Nov 2011 Page 3of 2 BAC FLORIDA BANK INTERNET BANKING AGREEMENT (BUSINESS ACCOUNTS)

I. GENERAL DESCRIPTION

A. Scope This Internet Banking Agreement (the "Agreement") describes your rights and obligations as a user of the online banking services listed herein (collectively the "Services"). The Services permit our customers to perform a number of banking functions on account(s) linked to the Internet Banking System through the use of a personal computer. It also describes the rights and obligations of BAC Florida Bank (the "Bank"). Please read this Agreement carefully. By requesting and using one of the Services, you agree to comply with the terms and conditions of this Agreement. Your use of the Services may also be governed by separate agreements between you and Bank. This Agreement supplements any other agreement(s) and/or disclosures related to your Eligible Accounts and provided to you separately, and does not change the terms and conditions of such other agreements. You should review those agreements for any applicable fees, for limitations on the number of transactions you can make, and for other restrictions that might impact your use of an Eligible Account with the Services. However, if there is any conflict of inconsistency between the terms and conditions stated in such other agreement and those of this Agreement, the terms and conditions of this Agreement shall control to the extent of such conflict or inconsistency. Furthermore, the Services are also subject to the General Terms of Use for the Website, the terms or instructions appearing on a screen when enrolling for, activating, accessing, or using the Services, the Bank’s rules, procedures and policies, as amended from time to time, and the state and federal laws and regulations, as applicable.

B. Electronic Consent Disclosure

Please read this Electronic Consent Disclosure and retain a copy for your records. You understand and agree that Bank may provide to you in electronic format, any and all agreements, disclosures, notices, and statements and other information and communications regarding your Eligible Accounts, services and products through the Services, including any products or services made available to you in the future. We will deliver this Agreement to you in an electronic format. We may also deliver other disclosures to you in an electronic format, including but not limited to amendments to this Agreement, or any other Bank’s agreements, deposit account disclosures, notices regarding changes to deposit account terms and fees, privacy notices, all notices required to be delivered under the terms of this Agreement, account information, account activity, account inactivity, payments made or due, account statements or other statements (collectively "Electronic Disclosures"). When changes are made to this Agreement or the Services, we will notify you within the timing and using the methods required by applicable law. We reserve the right to furnish to you and the right to require you to furnish us with paper copies of information in lieu of and/or in addition to the Electronic Disclosures.

Bank may make Electronic Disclosures available to you by posting the information at the Bank’s Website or transmitting them to you at the email address provided at the time you enrolled for the Services. Please ensure that your email address is correct and remains current. If the email address we have for you is incorrect, you will not receive any email notifications nor will we send you a paper notice in lieu of an email notification. It is your sole responsibility to provide Bank with a correct and current email address.

You can update your personal information by clicking on the tab "Options" once you have accessed the Internet Banking System or notify us of any changes to your personal contact information by either:  Contacting one of Bank’s local branch offices;  Contacting Customer Service at (305) 789-8077 or via email at [email protected]; or  Write to us at: BAC Florida Bank, 169 Miracle Mile R-10. Coral Gables, Florida 33134.

C. System Requirements

In order to access the Services you must have the following:  Internet access; and  A computer with an Internet browser that is capable of SSL, 128-bit encryption.

Rev Nov 2011 Page 1of 2 Bank may revise hardware and software requirements at any time, and if there is a material change that may impact your ability to access the Electronic Disclosures, we will notify you of these changes in advance and provide you an opportunity to change your method of receiving Electronic Disclosures (e.g. change to paper format vs. an electronic format), without the imposition of fees.

D. Canceling Electronic Delivery

After consenting to this Agreement, you will be able to cancel electronic delivery preferences as follows:

 You may elect to receive delivery of your deposit account statements electronically or you may elect to receive these statements in paper form. See Section VII below for details.

 You may cancel the delivery of Electronic Disclosures at any time by calling Customer Service at (305) 789-8077 or via email at [email protected]. If you cancel your consent for the delivery of Electronic Disclosures (except for delivery of paper deposit account statements as permitted above), Bank may terminate your access to the Services after Bank has had a reasonable opportunity to act upon your request.

E. Acceptance of this Agreement

After you have carefully reviewed this Agreement in its entirety and the Bank’s Privacy Policy, you will be asked to agree (by clicking the "I Agree" button) to be bound by the terms and conditions set forth herein. If you do not agree to the terms of this Agreement, click on the "Cancel" button, and you will not be enrolled in the Services. We suggest that you print or save a copy of this Agreement. By clicking the "I Agree" button, you agree to all of the terms of this Agreement and you (i) agree that Bank may deliver this Agreement to you electronically rather than in paper format; (ii) agree that Bank may provide Electronic Disclosures electronically; (iii) represent that you are at least 18 years of age and have the capacity to enter into this Agreement; and (iv) certify that you have all of the necessary equipment and software to receive and retain this Agreement and any electronic amendments to this Agreement we may provide.

F. Definitions

In addition to other terms defined in this Agreement, the following definitions apply to this Agreement:

"Agreement" means the terms and conditions of this Internet Banking Agreement, as amended from time to time.

"Bill Payment Service" means the online service that enables the scheduling of bill payments using a personal computer or other internet-based device through our Bill Payment Service Provider.

"Bill Payment Service Provider" means the contractor(s), subcontractor(s) or provider of our Bill Payment Service, currently Jack Henry & Associates.

"Bill Payment Account(s)" means the account(s) from which bill payments will be debited.

"Biller" means the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills, as the case may be.

"Business Day" means Monday through Friday, excluding Saturday, Sunday and federal banking holidays for bank accounts and products.

“Cash Management” refers to a service offered exclusively to business Eligible Accounts in order to participate in services such as ACH Origination, Wires On Line, and Positive Pay.

“Cash Management PIN” refers to a business Personal Identification Number and which is used in addition to the Cash Management Authorized User ID. Your Cash Management PIN is a unique code known exclusively by you and must be used along with your Cash Management Authorized User ID. Your Cash Management PIN is used to identify you and to authenticate transactions performed through the Services. The Bank does not have access to your Cash Management PIN. “Cash Management Authorized User ID” refers to an acronym of numbers and/or letters that is used by businesses to access the Services, and which is used in addition to the Internet Banking Authorized User ID. Your Cash Management Authorized User ID is known by you and the Bank. It will be used to identify you as a Customer Delegate of the Eligible Account(s). “Customer Delegate” means, collectively, the Primary User(s) or Secondary Users designated in accordance with the procedures set out in this Agreement.

"Due Date" means the date reflected on your Biller statement for which payment is due; it is not the late date or grace period.

Rev Nov 2011 Page 2of 2 "Eligible Account" means any one of your account(s) with us which you have enrolled in the Services and to which we may allow access pursuant to the terms and conditions of this Agreement. The account must be titled in the name of the business and provide for an individual who has been authorized, as a Primary User, to install the initial Internet banking and use the Services on your behalf. As long as you use the Services, you agree to maintain one or more Eligible Account(s) with us and to keep sufficient balances in any such account(s) to cover any transaction and fees that are ultimately approved by or related to the Services.

“Internet Banking Authorized User ID” refers to an acronym of numbers and/or letters that is used to access the Internet Banking System. Your Authorized User ID is known by you and the Bank. It will be used to identify you as a Customer Delegate of the Eligible Account(s).

“Internet Banking PIN” refers to your Personal Identification Number. Your PIN is a unique code known exclusively by you and must be used along with your Internet Banking Authorized User ID. Your PIN is used to identify you and to authenticate transactions performed through the Internet Banking System. The Bank does not have access to your PIN.

“Internet Banking System” refers to a set of tools that allows you to have secure electronic access to your Eligible Accounts and a number of financial services though the use of your personal computer and the Internet.

“Payment Instruction" means the information provided by you to the Services for a bill payment to be made to the Biller (such as, but not limited to, Biller name, Biller account number, and Scheduled Payment Date).

“PIN” means the Internet Banking Pin and the Cash Management Pin, as applicable.

“Primary User” means an authorized individual entrusted with responsibility for the initial Internet banking installation, the creation and assignment of rights to the various Secondary Users, and the Customer's on-going use of the Services as described in this Agreement.

"Scheduled Payment" means a payment that has been scheduled through the Services but has not begun processing.

"Scheduled Payment Date" means the day you want your Biller to receive your bill payment and is also the day your Bill Payment Account will be debited, unless the Scheduled Payment Date falls on a non-Business Day in which case it will be considered to be the previous Business Day.

“Secondary User” means a Customer Delegate who is appointed and setup by the Primary User(s) to use the Services.

“Security Credentials” for purposes of this Agreement, refers to the Internet Banking User ID and, Internet Banking PIN, and/or your Cash Management User ID and, Cash Management PIN (as applicable) and any other additional authentication tool or method offered or required by us in order to verify your identity.

“User ID” refers to the Internet Banking Authorized User Id and the Cash Management Pin, as applicable.

"We, us or our" means the Bank or any agent, independent contractor, subcontractor, service provider, licensor, designee, or assignee Bank may involve in the provision of the Services.

"Website" refers to www.bacflorida.com.

“You or your" means the owner of the Eligible Account.

H.. Access to Internet Banking System

You will gain access to the Internet Banking System and the Services through the use of a personal computer and your Security Credentials. Generally, you may access the Internet Banking System and the Services 24 hours a day, seven (7) days a week. However, availability of the Internet Banking System and the Services may be suspended for brief periods of time for purposes of maintenance, updating and revising the software.

I. Fees

The account information services and internal transfers between your Eligible Accounts are available to you at no monthly charge. However, there may be separate charges for certain related functions such as stop payments, wire transfers or similar services. Please refer to our Service Fees Brochure and the particular service agreement for a particular Service, if any, for additional information on fees and service charges. There may be a charge for other optional services. You agree to pay such charges and authorize our third party service provider to bill you directly or Bank to automatically deduct any and all such charges from any of your accounts. You are solely responsible for any and all Internet service fees that may be assessed by your Internet service provider.

J. Auto-Linked Accounts.

Rev Nov 2011 Page 3of 2 Except for personal accounts, all accounts with Bank that you enroll in the Services will appear together without regard to the ownership of the accounts. You may request that certain accounts not be linked. Non linked accounts will not be accessible through the Internet Banking System when you access the Services.

K. Customer Delegates

If an Eligible Account is owned by more than one person or has more than one Customer Delegate, each such person individually has the right to provide us with instructions, make any decision, obtain any information or make any request associated with the Eligible Account and related Services, to the extent allowed by the terms, conditions or governing provisions of the Eligible Account. You agree that each of your Customer Delegates will be acting as your agent and on your behalf, will be bound by this Agreement and any separate agreement governing the Eligible Account or the Services. We may rely and act on the instructions of any such person without our having any liability to you. All transactions that a Customer Delegate performs on an Eligible Account, including those you did not want or intend, are transactions authorized by you. You are solely responsible for those transactions, and we are not responsible for them. We offer you tools on the Website for managing the authority of your Customer Delegates ("Customer Delegate Tools") which permit you to limit or control the access that certain of your Customer Delegates will have to, or tasks they can perform with, an Eligible Account or the Services. You agree that you, and not we, are responsible for supervising all of your Customer Delegates and monitoring the actions they take on your behalf, whether or not we provide Customer Delegate Tools for managing their authority. If you revoke or change the authority of a Customer Delegate using the Customer Delegate Tools, only transactions that you did not want or intend and that the Representative performs after you change their authorization, will be considered unauthorized transactions. To notify us that you want to terminate or modify the scope of the appointment of an Customer Delegate, you must access the Website using your Security Credentials and select the applicable link to manage access to your accounts on the Account Services page, and follow the directions to delete or modify the scope of the appointment of such Customer Delegate. You are responsible for ensuring that each Representative maintains confidentiality of his or her username, password, or other login identification. L. Waiver of requirement for two or more signatures

You agree that any requirement of verifying two or more signatures on any item, such as checks, will not apply to electronic or telephone transfers, and we will have no liability when making these kinds of transfers without the requisite verification. This means that any person who is an authorized signer on your Eligible Account is authorized by you to individually make electronic or telephone transfers, even though that person's authority to transfer or withdraw funds from your account by some other means (e.g., by check) must be exercised jointly with one or more other persons. This provision controls and takes precedence over any conflicting provision in any other agreements you have with us.

II. SERVICES

A. Description.

You authorize us to provide the following Services through such third-party service providers as we may select from time to time. We reserve the right to modify the Services offered from time to time. By using any Services when it becomes available, you agree to be bound by the terms and conditions made available to you concerning the Services by us or our third-party service provider. During the term of this Agreement, you may:  View/print account balances, statements, transactional detail history, images of cleared checks and deposit tickets;  Make online bill payments;  Request electronic statements (please refer to the eStatement Agreement);  Place stop payments on checks that you have written;  Set up one-time, recurring and future-dated transfers between Eligible Accounts;  Elect to be notified for certain account activity;  Elect external transfers;  Elect wire transfers; and  Submit contact information updates (i.e. address, phone and email address). To enroll for certain Services, you may be required to accept additional terms and conditions covering the services either at the time of enrolling in the subject Service or at a later time. III. BILL PAYMENT SERVICE

A. Description of Bill Payment Service

You may use the bill payment service (“Bill Payment Service”) to make current, further and recurring payments from an Eligible Account up to a maximum of $500,000 per electronic payment or $9,999,999.99 per check payment. Other than as stated in the preceding sentence, there is no limit to the number of payments that may be authorized. You may pay anyone in the continental U.S. (including Alaska and Hawaii) and the following U.S. Territories: Guam, Puerto Rico and the Virgin Islands; as approved by us for payment through Bill Payment. Rev Nov 2011 Page 4of 2 If a Customer Delegate uses your Payment Account to pay bills which are not yours, you assume the entire risk of loss and indemnify and hold us and our directors, shareholders, officers, employees and agents harmless from all loss, liability, claims, demands, judgments, and expenses (including attorney fees) arising out of or in any way connected with such use.

You agree to pay our fee(s) which may vary depending on the action we take. Any negative balance on your Payment Account is immediately due and payable, unless we agree otherwise in writing, and you agree to reimburse us for the costs and expenses (including attorney fees and expenses) we incur in recovering the negative balance (including overdraft and associated fees).

B. Payment Scheduling.

The earliest possible Scheduled Payment Date for each Biller (5 full Business Days prior to the Due Date for check payments and 3 full Business Days for electronic payments) will be designated within the application when you are scheduling the payment. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period.

C. The Bill Payment Service Guarantee.

Due to circumstances beyond the control of the Bill Payment Service, particularly delays in handling and posting payments by Billers or financial institutions, some transactions may take longer to be credited to your account. Except as stated otherwise within this Agreement, the Bill Payment Service will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines described under "Payment Scheduling" in this Agreement.

D. Payment Authorization and Payment Remittance.

By providing the Bill Payment Service with names and account information of Billers to whom you wish to direct payments, you authorize the Bill Payment Service to follow the Payment Instructions that it receives through the payment system. In order to process payments more efficiently and effectively, the Service may edit or alter payment data or data formats in accordance with Biller directives.

When the Bill Payment Service receives a Payment Instruction, you authorize the Bill Payment Service to debit your Bill Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize the Bill Payment Service to credit your Bill Payment Account for payments returned to the Bill Payment Service by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of the Bill Payment Service.

The Bill Payment Service will use its best efforts to make all your payments properly. However, the Bill Payment Service shall incur no liability and any Bill Payment Service Guarantee shall be void if the Bill Payment Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:

(a) If, through no fault of the Bill Payment Service, your Bill Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;

(b) The payment processing center is not working properly and you know or have been advised by the Bill Payment Service about the malfunction before you execute the transaction;

(c) You have not provided the Bill Payment Service with the correct Bill Payment Account information, or the correct name, address, phone number, or account information for the Biller; or

(d) Circumstances beyond control of the Bill Payment Service (such as, but not limited to, fire, flood, severe inclement weather, etc.) prevent the proper execution of the transaction and we have taken reasonable precautions to avoid those circumstances.

Provided none of the foregoing exceptions are applicable, if the Bill Payment Service causes an incorrect amount of funds to be removed from your Bill Payment Account or causes funds from your Bill Payment Account to be directed to a Biller which does not comply with your Payment Instructions, the Bill Payment Service shall be responsible for returning the improperly transferred funds to your Bill Payment Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges.

E. Payment Methods.

The Bill Payment Service reserves the right to select the method in which to remit funds on your behalf to your Biller. These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment, or a laser draft

Rev Nov 2011 Page 5of 2 payment (funds remitted to the Biller are deducted from your Bill Payment Account when the laser draft is presented to your financial institution for payment).

F. Payment Cancellation Requests.

You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the application. There is no charge for canceling or editing a Scheduled Payment. Once the Bill Payment Service has begun processing a payment, it cannot be cancelled or edited, therefore a stop payment request must be submitted.

G. Stop Payment Requests.

The Bill Payment Service's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Bill Payment Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact our Customer Service Center at (305) 789-8077 or via email at [email protected]. Although the Bill Payment Service will make every effort to accommodate your request, the Bill Payment and we will have no liability for failing to do so. The Bill Payment Service may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set forth in our Service Fees Brochure. H. Prohibited Payments.

Payments to Billers outside of the United States or its territories are prohibited through the Bill Payment Service.

I. Exception Payments.

Tax payments and court ordered payments may be scheduled through the Bill Payment Service, however such payments are discouraged and must be scheduled at your own risk. In no event shall the Bill Payment Service be liable for any claims or damages resulting from your scheduling of these types of payments. The Bill Payment Service Guarantee as it applies to any late payment related charges is void when these types of payments are scheduled and/or processed by the Bill Payment Service. The Bill Payment Service has no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, misposted or misdirected payments will be the sole responsibility of you and not of the Service.

J. Failed or Returned Transactions.

In using the Bill Payment Service, you are requesting the Bill Payment Service to make payments for you from your Bill Payment Account.

If we are unable to complete the transaction for any reason associated with your Bill Payment Account (for example, there are insufficient funds in your Bill Payment Account to cover the transaction), the transaction will not be completed and you will receive a return notice from the Bill Payment Service. In such case, you agree that you will reimburse us for any fees incurred by us as a result of the returned payment processed through the Bill Payment Service.

I If we are unable to complete the transaction for other reasons such as, but not limited to, Biller's forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full, the Bill Payment Service will use its best efforts to research and correct the returned payment and return it to your Biller, or void the payment and credit your Bill Payment Account. You will receive a notification from the Bill Payment Service.

K. Address or Banking Changes.

It is your sole responsibility to ensure that the contact information in your Bill Payment Service user profile is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. Changes can be made either within the application or by contacting the Customer Service at (305)789-8077 or via email at [email protected]. All changes made are effective immediately for scheduled and future payments paid from the updated Bill Payment Account information. The Bill Payment Service is not responsible for any payment processing errors or fees incurred if you do not provide accurate Bill Payment Account or contact information.

L. Service Termination, Cancellation or Suspension.

In the event you wish to cancel the Bill Payment Service, you may have the ability to do so by sending us a secure message through the Internet Banking System, or you may contact customer service via one of the following:  Telephone Customer Service at (305)789-8077 or via email at [email protected]; or  Write to us at: BAC Florida Bank, 169 Miracle Mile R-10, Coral Gables, Florida 33134. Any payment(s) the Bill Payment Service has already processed before the requested cancellation date will be completed by the Bill Payment Service. All Scheduled Payments including recurring payments will not be processed once the Bill Payment Service is cancelled. The Bill Payment Service may terminate or suspend Bill Payment Service to you at any time. Neither termination nor suspension shall affect your liability or obligations with the Bill Payment Service.

Rev Nov 2011 Page 6of 2 M. Biller Limitation.

The Bill Payment Service reserves the right to refuse to pay any Biller to whom you may direct a payment. The Service will notify you promptly if it decides to refuse to pay a Biller designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment as provided herein.

N. Information Authorization.

Your enrollment in the Bill Payment Service may not be fulfilled if the Bill Payment Service cannot verify your identity or other necessary information. If your account was added online the Service may issue offsetting debits and credits to the Bill Payment Account(s) and/or Billing Account, and require confirmation of such from you in order to verify ownership of the Bill Payment Account(s) and/or Billing Account. Through your enrollment in the Bill Payment Service, you agree that the Bill Payment Service reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that the Bill Payment Service reserves the right to obtain financial information regarding your account from a Biller or your financial institution (for example, to resolve payment posting problems or for verification).

O. Requirements for Enrolling in the Service

In addition to the system requirements set forth in Section I(C) above, for the Bill Payment Service, in addition to the foregoing, you will need, among other things, a Bill Payment Account in good standing with our Bill Pay Service Provider.

IV. WIRE TRANSFER SERVICE. A. Description of the Service.

The Bank provides you with access to a domestic and international wire transfer service on the Bank’s website, which enables you to request a payment order through a service request for a transfer of available funds from your designated account at the Bank for payment to a designated third party's account at another financial institution located inside or outside of the United States of America via FEDWIRE or a similar wire transfer system used primarily for funds transfers between financial institutions and acceptable to the Bank (herein called the “Wire Transfer Service”). This service also enables you to have access to WiresDirect so that any wire information entered into your accounts payable system can be exported to a file and transmitted to us so that we can import and process the wire information through the wire transfer service on the Internet Banking System. B. Definitions.

Except as otherwise defined below or in this Agreement, the terms used herein shall have the meaning assigned to them by the Uniform Commercial Code, Article 4A, Funds Transfer, Chapter 670, Florida Statutes, or if none, by the Federal Reserve Board’s Regulation J.

"Authorized Person" means a Customer Delegate who is authorized to initiate Transfers from the Eligible Account, and who is authorized to confirm Payment Orders given to us subject to the applicable security procedure.

"Available Funds" means cleared funds on deposit in an Eligible Account and available for withdrawal pursuant to this Agreement.

"Cut-Off Time" means the cut-off time for submitting wire transfers, which is 4:15 p.m. Eastern Time on any Business Day. Any wire transfer request submitted between 4:15 p.m. Eastern Time and 8:30 a.m. Eastern Time on any Business Day will be processed as a wire transfer request for the next Business Day.

"Payment Order" means an electronic request from an Authorized Person directing us to execute, cancel or amend a Transfer from an Eligible Account.

"Wire PIN" means a confidential personal identification number provided by Bank to you for use in verifying Payment Orders transmitted by you to Bank.

"Transfer" means a transfer of funds from an Eligible Account by FedWire, SWIFT, telex, computer terminal, electronic, or other means, but excluding transfers made through the ACH system, as defined by the operating rules of the National Automated Clearing House Association.

Rev Nov 2011 Page 7of 2 C. Disclaimers. NOTHING SET FORTH HEREIN SHALL OBLIGATE US TO ACCEPT AND EXECUTE A PAYMENT ORDER, OR THE CANCELLATION OR AMENDMENT THEREOF, AND BANK SHALL ONLY BE DEEMED TO HAVE ACCEPTED A PAYMENT ORDER, OR THE CANCELLATION OR AMENDMENT THEREOF, UPON ITS EXECUTION THEREOF. WE SHALL HAVE NO OBLIGATION OR RESPONSIBILITY TO DETECT ERRORS CONTAINED IN A PAYMENT ORDER, AND YOU CONFIRM THAT THE SECURITY PROCEDURE (HEREINAFTER DESCRIBED) IS NOT DESIGNED TO ALLOW US TO DETECT ERRORS.

D. Payment Orders. Payment Orders shall be communicated to us through the Service. Payment Orders must be received by us on a funds transfer Business Day and before the Cut-Off Time. Payment Orders not received on a funds transfer Business Day or received after the Cut- Off Time shall not be processed by us until the following Business Day. Each Payment Order will contain at a minimum the following information: (a) the name of the individual/business which you are designating as the beneficiary of the Payment Order; (b) the payee’s account name and number; (c) the payee’s address; (d) the bank name and routing number of the Payee’s receiving bank; (e) the amount of the Payment Order, (f) the date the Payment Order is to be executed by Bank and submitted to the Federal Reserve for processing.

We reserve the right to execute Payment Orders received by us from you in such order as is determined by us, in our sole discretion. We further reserve the right to reject or delay its acceptance and/or execution of any Payment Order which we determine does not contain the information required above, does not contain all information required by Federal or Florida law, or which we determine is unclear, incomplete or otherwise unsatisfactory to us, in our sole discretion. If a Payment Order does not specifically designate the Eligible Account which is to serve as the source of payment of the Payment Order, any of your accounts at the Bank shall be debited for such Payment Order, if payment of the Payment Order from such account is not inconsistent with a restriction imposed by you on the use of that account. We will use our best efforts to provide you with notice of its rejection of any Payment Order or of any delay or non-credit/payment of an incoming funds transfer, provided, however, that we shall not be liable to you for interest compensation as a result of its failure to give such notice. You agree that this procedure constitutes a commercially reasonable means of notice. We may condition our acceptance and/or execution of a cancellation or amendment of the Payment Order by any one or all of the following: (a) receipt of adequate information reasonably identifying the original Payment Order; (b) an indemnity agreement and surety bond holding us harmless from any and all liability arising from our execution of the amendment or cancellation; (c) our receipt of the Payment Order within sufficient time to provide it with a reasonable opportunity to act; (d) compliance with the Security Procedure (hereafter described); and (e) full compliance with all Federal and Florida laws and/or regulations including but not limited to, the Bank Secrecy Act and its implementing regulations, and the Trading With the Enemy Act and its implementing regulations issued by the Office of Foreign Assets Control (OFAC).

E. Security Procedure and Verification.

Except as otherwise stated below, all Payment Orders issued by you to us on an Eligible Account shall be subject to verification by us, prior to execution, in accordance with the Security Procedure described below. You hereby confirm that the Security Procedure selected, and agreed to, is commercially reasonable in light of your circumstances and requirements and the type and frequency of funds transfer transactions contemplated by you through the Eligible Accounts. You further confirm that the Security Procedure was mutually agreed upon between you and us after consideration of several commercially reasonable security procedures offered by us. At our request, you will execute and deliver to us a written receipt for the Security Procedure materials, in the form requested by us. You are authorized to deliver Security Procedure materials to any Authorized Person. The Security Procedure and Security Procedure materials are strictly confidential and should not be disclosed by you or an Authorized Person to anyone else. You covenant to establish and maintain adequate procedures to safeguard the Security Procedure and the Security Procedure materials. You further covenant that should you or an Authorized Person have reason to believe that the Security Procedure and/or Security Procedure materials has/have become known to any unauthorized person, you shall immediately notify us of such disclosure.

Upon verification of a Payment Order pursuant to the Security Procedure, we are authorized and directed to execute, pay, and/or act upon such Payment Order pursuant to its terms, without need of any further inquiry to you, and to debit the Eligible Account from which the funds transfer is to be effectuated. If a Payment Order is duly verified pursuant to the Security Procedure, except as otherwise provided by applicable law, the Payment Order will be deemed effective as your Payment Order and you shall be obligated to pay us the amount of the Payment Order as provided therein, whether or not such Payment Order was in fact authorized by you or any of your Authorized Persons. If we are unable for any reason whatsoever to verify a Payment Order in accordance with the Security Procedure, we shall have no obligation to execute same; and we shall not be liable to you for its failure to complete such verification and/or to execute the Payment Order. Notwithstanding any provisions herein to the contrary, we may refrain from executing a Payment Order if we believe that it may not have been authorized by you or that there may be a security breach with respect to any Eligible Account(s) affected thereby.

F. Payee.

Rev Nov 2011 Page 8of 2 You shall be solely responsible for correctly identifying the Payee’s Account Number and Payee’s receiving bank in each Payment Order. We shall rely exclusively upon the identifying number contained in a Payment Order for the Payee’s receiving bank, as well as for the Payee’s Account Number. In the event of an inconsistency in a Payment Order between the name and identifying number of Payee’s receiving bank or Payee’s Account Number, Bank shall rely exclusively on the identifying number, and you shall be solely and fully liable to us for any loss, damage, liability, expense and cost, including reasonable attorney’s fees, incurred by us as a result of such mis-description or inconsistency.

G. Funds Transfer System.

We shall be authorized to use any funds transfer system that we, in our sole discretion, deem appropriate. You acknowledge that each funds transfer system is governed by its own operating rules and regulations and you agree that each Payment Order shall be subject to the rules and regulations of the funds transfer system through which it is transmitted, including all interbank compensation rules governing the settlement of claims for compensation or adjustments of errors between member banks. To the fullest extent permitted by applicable law, (a) any funds transfer system selected by us in executing a Payment Order shall be considered your agent; (b) we shall not be liable for any errors, negligence, suspension or default of any such system; and (c) we shall not be liable for any delay, misdelivery or failure of delivery in the transmission of a Payment Order through any such system.

H. Restrictions.

You confirm that you have not communicated to Bank any restrictions and/or limitations whatsoever relevant to Payment Orders, other than those specifically noted in each Payment Order. Notwithstanding the foregoing, no such restriction and/or limitation shall be binding upon us unless we have previously agreed to them in writing.

I. Overdraft.

You agree that each Payment Order shall not exceed the balance of available funds in the Eligible Account from which the funds transfer is to be effectuated, and we shall have no duty to execute any Payment Order if it exceeds the balance of available funds in such Eligible Account. If we, in our sole discretion, agree to execute a Payment Order, thereby creating an overdraft in an Eligible Account, you agree to promptly pay us any overdraft balance resulting in such Eligible Account, any overdraft charge(s), and any interest accruing on such overdraft at the rate stated in our Service Fees Brochure, if applicable. We make no representation that the overdraft charges or interest rate for overdrafts are the lowest or best rates of interest offered by us for such overdrafts or loans of any other kind. You agree that we may set off the amount of any such overdrafts, charges and interest against any of your accounts at the Bank, without prior notice to you or your consent.

J. Limitation of Liability.

To the maximum extent permitted by applicable law, we shall not be liable to you for any special, indirect or consequential damages resulting from our delayed or improper execution of a Payment Order or for its failure to execute a Payment Order, and our total liability shall be limited exclusively to your incurred expenses directly related to the transaction, incidental expenses and interest losses. Interest shall be calculated in accordance with the formula set forth in Section 670.506(2), Florida Statutes. We shall incur no liability if we are unable to complete any transactions initiated by you because of the existence of any one or more of the following circumstances:  If, through no fault of ours, your Eligible Account does not contain available funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account (if applicable);  Your Eligible Account is closed;  The Internet Banking System or the wire transfer service is not working properly and you know or have been advised about the malfunction before you executed the transaction;  The wire transfer service has not been provided with the correct Eligible Account information;  Circumstances beyond control of the wire transfer service (such as, but not limited to, fire, flood, sever inclement weather, etc.) prevent the proper execution of the transaction;  If your personal computer, software, internet service provider or telecommunication lines were not working properly or were temporarily unavailable or unable to provide a connection;  It can be shown that the other financial institution or recipient received the payment within the normal delivery timeframe and failed to process the payment through no fault of ours;  If your Eligible Account has been restricted by legal proceedings (including but not limited to court order or garnishment) or other actions that prevent us from making a payment or transfer; and/or  We have reason to believe that a payment or other transaction requested may not be authorized by you or any third party whose authorization we believe is necessary.

K. Foreign Currency.

Only wires payable in US funds are available through this Service. Should we receive a Payment Order from you requiring us to effectuate a payment in a currency other than U.S. Dollars, the transaction will be denied. Rev Nov 2011 Page 9of 2 L. Indemnification.

Except as may be limited by applicable law, you agree to indemnify us and to hold us harmless from and against each and all of the following (collectively the "Liabilities"): (a) any losses, damages, costs and expenses incurred by us in our execution of a Payment Order or its performance of the terms and conditions of this Agreement; (b) all liability to third parties arising out of, or in connection with, the terms and conditions of this Agreement and/or our execution, delay in execution or non-execution of any Payment Order (including without limitation delays associated with the Bank Secrecy Act or any other Federal law or regulation); (c) any and all liability, claims/causes of action, lawsuits, proceedings, fines and/or penalties arising out of our execution or delay or non-execution of any Payment Order or the delay or non-payment/credit of an incoming Transfer, or otherwise performing any duties or obligations arising under the terms and conditions of this Agreement; and (d) any damages, losses, costs and expenses (including reasonable attorney’s fees) suffered or incurred by us as a result of any of the foregoing or because of any breach of the terms and conditions of this Agreement by you. We are hereby authorized to set off the amount of any of the Liabilities against any of your accounts at Bank without prior notice to you or your consent.

M. Advices/Statements; Notification of Error/ Discrepancy.

We shall process wire transfer requests based solely upon information received from you or one of the Customer Delegates. Any errors in the information, including misidentification of beneficiary (ies), recipient(s), incorrect or inconsistent account names and/or numbers, identifying numbers of the beneficiary or intermediary bank, and misspellings, are your responsibility. If an identifying number or account number provided in a Payment Order issued in your name, identifies a person different from the beneficiary named in the Payment Order, or if the words and numbers set forth in a Payment Order are otherwise inconsistent, you understand that execution or payment of the Payment Order might be made by the Bank, or any other person on the basis of an identifying number, account number, or other number rather than on the basis of the name or words. If a Payment Order identifies an intermediary bank or the beneficiary's bank both by name and an identifying number and the name and number identify different persons, you understand that we, another receiving bank, or any other person might rely on the number as the proper identification of the intermediary or beneficiary's bank even if it identifies a person different from the bank identified by name.

We shall provide you with a statement of account, which will provide you with sufficient information to identify a Payment Order. You agree to examine each statement promptly upon receipt or when it is otherwise made available to you and to notify us immediately via written communication of any unauthorized, duplicate, erroneous or erroneously executed Payment Order. We shall not be liable to you for interest compensation unless we are notified of an error or discrepancy within twenty (20) calendar days from the date the statement identifying a Payment Order is sent or otherwise made available to you, whichever is earlier. By this provision, you and we intend to define a "reasonable time" specified in Section 670.204, Florida Statutes. Furthermore, regardless of the care or lack of care of either you or us, you shall be precluded from asserting any claim against us with respect to a Payment Order (or from otherwise objecting to any debit thereof to your Eligible Account), unless we have received written notification from you of any unauthorized, duplicate, erroneous or erroneously executed Payment Order within one (1) year from the date of your earliest receipt of notification of the Payment Order. You shall not be relieved of these obligations and time limitations by reason of the fact that the statement has been placed on "Hold Mail," you being under an affirmative duty to retrieve such statements on the date that they are customarily sent or made available, and to review them within the period specified above. If you fail to receive your account statements or other advices when you usually receive such information, you shall notify us in writing within ten (10) calendar days of the date that you usually receive the information of the non-receipt. Your failure to notify us on a timely basis shall preclude you from claiming the non-receipt of the advice or statement. Notwithstanding when you usually receive your account statement or advices, you shall notify us in writing no later than twenty (20) calendar days after the date that we send or otherwise make available to you the account statement or advice.

N. Recording and Use of Communications.

You agree that we, in our sole discretion, may record and retain all telephone conversations, data transmissions or other communications between you and us or your and our respective agents made relating to or in connection with this Wire Transfer Service by any reasonable means. We may retain such recorded communications and may use such recorded communications for the purpose of demonstrating that such communications occurred and to prove that a Security Procedure was used in connection with the receipt and execution of a Payment Order or that we have otherwise complied with the terms of this Agreement.

O. Records.

Our records relating to Payment Orders or to any funds transfer occurring through your Eligible Accounts are kept in the ordinary course of business by us, and shall be presumed to adequately reflect the correct terms and conditions of any Payment Order received by us from you.

P. Fees.

You agree that we shall charge, and you shall pay to us promptly, such fees as we may charge from time to time for the Wire Transfer Service. Such fees shall be posted in our Service Fees Brochure and may be changed from time to time without prior notice to you. We may set off the amount of such fees against any of your accounts, without prior notice to you or your consent.

Q. Enrollment and Approval of Wire Transfer Service Eligible Accounts. Rev Nov 2011 Page 10of 2 As part of the enrollment process, you will need to request approval for each account that you wish to use for the Wire Transfer Service. You will also need to fill out, sign and either fax or mail the signed Internet Banking Application to us in order to qualify for the Wire Transfer Service, you will be required to meet certain minimum qualifications set by us, as amended from time to time.

R. Limitation on Frequency and Dollar Amount of Transactions.

An aggregate daily transactional dollar limit of $999,999,999.99 will be imposed unless you have notified us that the aggregate daily transactional dollar limit should be lower than the one customarily set by us. At our sole discretion, we may authorize a different transactional dollar limit. This daily dollar limit applies to the aggregate total of all wire transfers for all Eligible Accounts linked to the Wire Transfer Service.

S. Service Termination and Changes in Dollar Limits.

You agree that we may, in our sole discretion, decline your initial enrollment and/or cancel your access to the Wire Transfer Service, without prior notice, upon the occurrence of any one of the following events, or any other event that creates an unanticipated liability for us:

 Any of your accounts with us are overdrawn;

 You have had an overdraft, an over-limit item, or an item returned for insufficient funds with respect to any of your accounts;

 You have had any prior wire transfer canceled, revoked, or uncompleted due to insufficient funds, revoked authorization, stopped payments, frozen accounts, or any similar reason; or

 The activity on your account is considered unusual or suspicious in nature as determined by Federal regulatory guidelines.

Cancellation of the Wire Transfer Service does not release you from liability for any fees assessed by us for your use of the service. You agree that we may reduce your transfer limits without prior notice upon occurrence of any of the events listed in this section of the Wire Transfer Service or any other event that creates an unanticipated liability for us.

T. Wire Transfer Service Security Procedure.

Access to the Wire Transfer Service by a Customer Delegate will cause a system-generated Wire Pin which shall be sent to the Customer Delegate. The Wire PIN must be used to further authenticate the Payment Order prior to the Transfer. A new Wire PIN is generated and required with each log-on to the Service. The Wire PIN is valid until the Customer Delegate logs off the system, or their session is timed out. By agreeing to the terms of this Security Procedure, you agree that you have selected the security procedure that best suits your needs, given your requirements and the type and frequency of wire transfer activity that you want to use for your account(s). You hereby agree that by activating or using the Services you have determined that the procedure selected by you herein is a commercially reasonable procedure for you. You hereby agree to use and be bound by all Payment Orders and Transfers issued by your Customer Delegates and received and executed by us in accordance with your selected Security Procedure and the provisions of this Wire Transfer Service. Payment Orders and Transfers will be communicated to us via the Internet Banking System. You acknowledge that the Service can be accessed by anyone in possession of your Security Credentials for the Eligible Accounts. You acknowledge that you fully understand the security procedures offered by the Wire Transfer Service. You also acknowledge that Security Credentials for access and use of the Wire Transfer Service are strictly confidential and should not be disclosed by you to anyone else. You agree that you are solely responsible for the establishment and maintenance of adequate procedures to safeguard the Security Credentials, and other information related thereto and that you are solely responsible for the supervision and conduct of anyone that you provide with your Security Credentials. You covenant and agree that if you have reason to believe that any of the Security Credentials have become known to any unauthorized person, you will immediately notify Bank of such disclosure.

U. Amending or Canceling Wire Transfers.

Wire transfers can only be modified or cancelled only if we receive your request prior to our execution of the Payment Order and if this recall or amendment provides us a reasonable opportunity to act upon your request if your wire transfer order has been executed by us, the order may still be able to be recalled or amended only if the beneficiary bank consents to such request. In the event the beneficiary bank may be able to recall or amend your order, we will recall or amend your order once it has received the funds from the beneficiary bank; however, the amount that is returned to you may be less than you originally transferred because of service fees and/or applicable charges by the beneficiary bank or us. If you have scheduled a Payment Order for a future Business Day, you may request to cancel such Payment Order by deleting the subject Payment Order at least one (1) Business Day prior to the beginning of the Business Day on which the Wire Transfer is scheduled to take place, and deleting such Payment Order. V. INTERNAL AND EXTERNAL FUNDS TRANSFER Rev Nov 2011 Page 11of 2 A. Internal Transfers.

This service allows you to transfer funds between your Eligible Accounts. Account information displayed on the Website is the current information at the time the transaction takes place. Funds transfers between account(s) received by the Bank by 6:00 pm Eastern Time Monday - Friday will be effective on the current business day. Funds transfers received after 6:00 pm Eastern Time Monday - Friday or all day Saturday, Sunday, and banking holidays will be effective the following business day. Internal transfers are limited to the available balance in the account but in no event will they exceed $999,999,999.99 daily. If your payment or transfer exceeds the balance in the account or the maximum amount stated above, it will not be processed. We shall incur no liability if we are unable to complete any funds transfers initiated by you because of the existence of any one or more of the following circumstances: (a)if, through no fault of ours, your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account; (b) the transfer function is not working properly and you know or have been advised by us about the malfunction before you execute the transaction; (c) circumstances beyond our control (such as, but not limited to, fire, flood, etc.) prevent the proper execution of the transaction and we have taken reasonable precautions to avoid those circumstances. You may cancel or edit any scheduled funds transfer (including recurring funds transfers) by following the directions within the application. There is no charge for canceling a scheduled funds transfer. Once we have begun processing a funds transfer it cannot be cancelled or edited.

B. External Transfers.

This service is offered by us to allow you to transfer funds from an account owned by you at another U.S. financial institution to an Eligible Account, from an Eligible Account to an account owned by you at another U.S. financial institution or to someone else’s account at the Bank or another U.S. financial institution. Other financial institutions may have restrictions regarding transfers into various account types. We are not responsible for any costs or losses incurred from transfers that are not permitted by another financial institution. Standard External Transfers initiated on your computer using the Internet Banking System, and received by us by 4:15 pm Eastern Time will be effective within three (3) business days. Weekends and Bank holidays are excluded as business days. We are not responsible for any failure of another financial institution to respond in a timely manner. There are charges associated with the use of this service please consult our Service Fees Brochure. You can use the Bill Payment Service to move money without incurring a transfer fee. External transfers are limited to the available balance in the account but in no event will they exceed $999,999,999.99 daily. If your payment or transfer exceeds the balance in the account or the maximum amount stated above, it will not be processed.

You authorize us to validate the account(s) that are established for this service and owned by you at other U.S. financial institution(s). Some financial institutions may restrict accounts eligible for this service. You agree to have sufficient available funds in the designated account to cover all outbound and Send Money Transfers on the scheduled date. If the deposit account does not have sufficient available funds on the scheduled date, we may elect not to initiate your transfer request.

We shall incur no liability if we are unable to complete any funds transfers initiated by you because of the existence of any one or more of the following circumstances: (a)if, through no fault of ours, your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account; (b) the transfer function is not working properly and you know or have been advised by us about the malfunction before you execute the transaction; (c) circumstances beyond our control (such as, but not limited to, fire, flood, etc.) prevent the proper execution of the transaction and we have taken reasonable precautions to avoid those circumstances. You may cancel or edit any scheduled funds transfer (including recurring funds transfers) by following the directions within the application. There is no charge for canceling a scheduled funds transfer. Once we have begun processing a funds transfer it cannot be cancelled or edited.

VI. POSITIVE PAY.

Positive Pay is a web based tool used to help assist you with check fraud detection. On each day you issue checks, you will either electronically transmit to us an issue file which includes the check number, payee and dollar amount (the “Information”) for each check issued by you or enter this information on our online banking system. The issue file must be transmitted, or provided, to us immediately following your issuance of the corresponding checks and in no event later than 6:00 p.m. Eastern Time of the day of issuance of the check. As the checks are presented to us and provisionally paid, our account reconciliation system will compare the information in the issue file transmitted by you to the check number and dollar amount of the checks presented to us and provisionally paid. If the information matches the check number and dollar amount of a provisionally paid check, then the check will remain paid without verification of any other aspects of the check, in accordance with our standard procedures for processing checks subject to the Positive Pay Service. You and Bank acknowledge and agree that verifying only the information prior to payment of a check is commercially reasonable. All items that do not match the issuance report will be reported to you as exceptions. You are solely responsible to approve or deny exceptions through online banking by no later than 12:00 noon Eastern Time on the day information is provided. If you do not notify Bank, whether because of a failure within the service outlined above, or due to any other cause, all exceptions will be returned unpaid. You are responsible to approve or deny exceptions every banking day by no later than 12:00 noon Eastern Time, even if such day is not a banking day in your country of residence. You assume sole responsibility for determining if checks presented for payment from its account are authorized to be paid from such account, whether or not maker’s signature compares favorably to authorized signatures on file. All information related to Positive Pay Service will be available to you through online banking. Instructions received by us to return checks or to allow checks to remain paid, Rev Nov 2011 Page 12of 2 whether received by electronic transmission or through online banking system, which purport to have been transmitted or authorized by you, will be deemed effective as your instructions for those items. The Bank and you will establish a communication link for electronic transmissions to and from you and Bank. You will communicate issue files to us using a secure Internet connection. You will receive communication from us by accessing the online banking system. You have the right to terminate Positive Pay Service upon delivery of written notice to us. Any such notice must be received by us at least 10 business days before such notice is to become effective. We have the right to terminate its obligation to provide Positive Pay to you upon ten business days prior written notice.

VII. STOP PAYMENT.

A. Stop Payment Feature

The stop payment feature within the Service is only for stopping payments on checks that you have written or for stopping preauthorized payments that are deducted from your Eligible Account. This feature is accessible in the "Additional Services" menu of the Internet Banking System and provides a means to securely forward your stop payment requests to us for processing.

Stop payment requests received through this feature will generally be processed within one (1) to two (2) Business Days. However, if you have arranged for preauthorized payments and desire to stop payment, you must call or write to us at the address and telephone numbers listed in this Agreement in time for us to receive the request three (3) Business Days before the payment is scheduled to be made. For all urgent requests, you should contact our Customer Service immediately at (305) 789-8077 or via email at [email protected]

We may also require you to present your stop payment request in writing within fourteen (14) days of your initial stop payment request. The charge for each stop payment request will be the current charge for such service as set forth in our then current Service Fees Brochure.

Although we will make every effort to accommodate your request to stop payment, we will have no liability and you agree to hold us harmless for failing to stop payment.

Please carefully review the then current Service Fees Brochure for additional information on fees and service charges associated with stop payments. Additional terms of acceptance or disclosures may apply to the stop payment service and these disclosures will be made at the time you complete the request.

VIII. ACH ORIGINATION

ACH Origination Service facilitates regular and typical payroll and other bill payments. We reserve the right to delay or decline processing direct deposit and similar transactions (i) that significantly differ, in our sole opinion, from your typical payment activity or volume of payment transactions, (ii) for which sufficient funds are not available in your account, (iii) that are otherwise in violation of this Agreement or the ACH rules (described below), or (iv) that, in our sole opinion, may pose a risk of loss to us. Two business days after online registration, the Primary User may begin to use the ACH service and may set up a Secondary User (s) for ACH access. Information to process a same day ACH transaction must be received by the Bank no later than 2:00 p.m. Eastern Time. We will debit your account for amounts payable after the cutoff time. Typically, we will send payment transactions through the Automated Clearing House (the "ACH") Network. You hereby authorize us to debit your bank account in order to pay monthly payroll service fees and exceptions fees as set forth on the Website and to credit your account to reverse any errors. This authorization will remain in effect until you cancel it in writing and in time to afford us a reasonable opportunity to act on it. You agree that your payment transactions will be governed by the ACH rules as in effect from time to time and that you will not initiate entries that violate the laws of the United States. You can learn more about the ACH at www.nacha.org. (NACHA - The Electronic Payments, Association, develops operating rules and business practices for the ACH Network and for other areas of electronic payments.). The Bank is not responsible for delays in processing caused by circumstances beyond its control, including but not limited to errors caused by the Customer in inputting/releasing its transactions, machine or transmission facility malfunctions, or the action or inaction of the Electronic Payments Network or a receiving bank or any other party. You do not have any right to cancel or amend any entry after it has been submitted. However, the Bank shall use reasonable efforts to act on a request by you for cancellation of an entry prior to transmitting it to the ACH, but shall have no liability if such cancellation is not effected.

IX. PASSWORD AND SECURITY PROCEDURES.

A. User IDs and Passwords.

One of the main security features protecting the Service is the unique combination of your Internet Banking Authorized User ID and Internet Banking PIN. During the enrollment process, we will assign to you a unique Internet Banking Authorized User ID that will be used to gain access to the Internet Banking System, and will be provided with a temporary Internet Banking PIN to log on the first time. The Internet Banking System will prompt you to replace the temporary Internet Banking PIN with a new Internet Banking PIN Rev Nov 2011 Page 13of 2 after you have logged on the first time. You determine your own Internet Banking PIN, which is encrypted in our database. Neither Bank nor any of its service providers have access to your Internet Banking PIN. Furthermore, in order to have access to the Cash Management Services (ACH Origination, Wire Transfer Services, Positive Pay Service and Bill Payment Service) you will have to set a Cash Management Authorized User ID and a Cash Management PIN for you and for each Customer Delegate. After three (3) unsuccessful log on attempts within a 24-hour timeframe we will deactivate your Service. You may reset your Internet Banking PIN utilizing the Internet Banking System. You may also contact us for assistance in resetting your Internet Banking PIN. You agree not to give or make available your Security Credentials or other means to access your account to any unauthorized individuals. You are responsible for any and all payments you or a Customer Delegate make using the Services. If you permit other persons to use the Services or your Security Credentials or other means to access your account, you are responsible for any transactions they authorize.

You are solely responsible for keeping your Security Credentials and online account information confidential. In order to protect yourself against fraud, you should adhere to the following guidelines:  Do not give out your account information or Security Credentials;  Do not leave your PC unattended while you are in the Bank's online banking site;  Never leave your account information within range of others; and  Do not send privileged account information in any public or unsecured e-mail system.

If you believe your Security Credentials have been lost or stolen, or if you suspect any fraudulent activity on your account, contact Bank immediately by one of the following:  Sending us a secure message through the Internet Banking System;  Contacting one of our local branch offices;  Contacting Customer Service at (305) 789-8077 or via email at [email protected]; or  Write to us at: BAC Florida Bank, 169 Miracle Mile R-10, Coral Gables, Florida 33134.

The following procedures should be strictly followed in maintaining and selecting your Security Credentials:  PINs must contain a minimum of six (6) to a maximum of ten (10) characters long;  PINs must contain at least 1 numeric and 1 alpha character;  PINs cannot be the same as your User ID;  Longer PINs are more secure;  Because PINs are used to access your Eligible Account(s), you should treat it as you would any other sensitive personal data;  You should carefully select PINs that are hard to guess;  You should not use words or numbers based on your name, address, social security number, birth date, or other personal information;  Try using special characters (*,?,/,., etc.) in place of letters to increase security;  DO NOT use words that appear in the dictionary for your PINs. They are easy to guess.  The "Help" link within the Service offers tips on selecting a secure PIN that you can remember;  Memorize your PIN and DO NOT write it down;  You should change your PIN frequently, such as every 90 days;  A PIN should be changed immediately if you suspect that your Password has been compromised. This can be done at any time from the "User Services" menu after you log on to the Service; and

Neither Bank nor its service providers will contact you via telephone or email requesting personal information, your User ID, or your PIN. If you are contacted by anyone requesting this information, please do not provide them any information and contact us immediately. B. Log-On Security.

To help protect access to your Eligible Account(s), your online session will end if we detect no activity for the Timeout Period. The Timeout Period is automatically set for ten (10) minutes. You have the option to select a Timeout Period of five (5) minutes if you desire. This is to help protect you in case you accidentally leave your computer unattended after you have logged on. When you return to your computer, you will be prompted to re-enter your PINs, and your session will continue where you left off. In addition, after three (3) unsuccessful log on attempts within a twenty-four (24) hour time frame, we will deactivate your Service. C. Encryption.

Rev Nov 2011 Page 14of 2 The Internet Banking System uses the Secure Socket Layer ("SSL") encryption technology for everything you do while using Service. Your Internet browser automatically activates SSL when it connects to the Internet Banking System. The Internet Banking System currently requires that you use a personal computer with an Internet browser that is capable of SSL, 128-bit encryption. The Internet Banking System may warn you if your Internet browser does not meet this requirement. Whenever SSL is securing your communications, the Internet browser will typically indicate this secure session by changing the appearance of a small icon of a padlock that may be located either at the top or bottom of your screen from open to locked. What this means to you is that your communications are encrypted from your Internet browser to our servers. D. Virus Protection and Firewalls.

You should routinely scan your personal computer using a reliable virus detection and anti-spyware product. Undetected or unrepaired viruses may corrupt and destroy your programs, files, and even your hardware. Additionally, you may unintentionally transmit the virus to other computers. You should also utilize a firewall (hardware and/or software), especially if you have a broadband Internet connection such as DSL or cable modem.

You are solely responsible for the maintenance, installation and operation of your computer and software used in accessing the Services. We are not responsible for and you agree to hold us harmless from any damages, losses, costs, errors, deletions, or failures that occur as a result of or in connection with any malfunction of your computer or software, or your failure to obtain adequate online security hardware and software, nor will we be responsible for any computer viruses that, or any other third-party attempts to, affect your computer or software while using the Services. E. Additional Security Guidelines

The security of public computers (e.g. in a library, or Internet café) cannot be assured; therefore we recommend that you refrain from accessing the Service on a public computer. We recommend that you periodically update your operating system and Internet browser for critical security related patches. We recommend use of the most current, fully patched, versions of Internet browsers for accessing the Service.

F. Electronic Mail (Email)

If you send Bank an email message, Bank will be deemed to have received it on the following Business Day. You should not rely on email if you need to report an unauthorized transaction from one of your accounts or if you need to stop a payment that is scheduled to occur. NOTE: Email transmissions outside of the Internet Banking System are not secure. We advise you not to send us or ask for sensitive information such as account numbers, PINs, account information, etc., via any general or public email system.

G. Disclosure of Account Information to Third Parties

It is our general policy and the policy of our service providers to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make ONLY in the following situations:

1. Where it is necessary for completing transactions; 2. Where it is necessary for activating additional services; 3. In order to verify the existence and condition of your account to a third party, such as a credit bureau or Biller; 4. To a consumer reporting agency for research purposes only; 5. In order to comply with a governmental agency or court orders; or 6. If you give us your written permission.

H. Privacy

We understand how important privacy is to our customers. We take steps to protect the privacy and security of your personal information as well as your financial transactions with us.

I. Acknowledgment of Commercially Reasonable Security Procedures

By using the Services, you acknowledge and agree that this Agreement sets forth security procedures for electronic banking transactions that are commercially reasonable. You agree to be bound by instructions, whether authorized or unauthorized, which we implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use as described herein (and we had a reasonable opportunity to act on such notice).

Rev Nov 2011 Page 15of 2 J. No Unlawful or Prohibited Use

As a condition of using the Services, you represent and warrant to us that you will not use the Services for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this Agreement or by any applicable law or regulation. You further warrant and represent that you will not use the Service in any manner that could damage, disable, overburden, or impair Bank’s online system or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Services. You agree that these warranties and representations will remain in full force and effect even if this Agreement terminates for any reason. X. OTHER TERMS AND CONDITIONS

A. Service Termination, Cancellation or Suspension

In the event you wish to cancel the Services, you may contact us by either: (i) contacting one of our local branch offices; (iii) contacting Customer Service at (305) 789-8077 or via email at [email protected]; or (iv) writing us at BAC Florida Bank, 160 Miracle Mile R-10, Coral Gables, Florida 33134. Any bill payment(s) which have already processed before the requested cancellation date will be completed by us. All scheduled payments including recurring payments will not be processed once the Services are cancelled. You will remain responsible for any fees associated with the Services prior to the effective cancellation date. We may terminate or suspend all or any portion of the Services at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement. Access to the Services may be canceled in whole or in part without prior notice due to insufficient funds in one of your Eligible Account(s) or other circumstances in our sole discretion. If your Eligible Account(s) is closed or restricted for any reason, the Service accessibility will automatically terminate. In order to reinstate the Services, you must contact our Customer Service at (305) 789-8077 or via email at [email protected]. We reserve the right to terminate the Service if there has been no activity for an extended period. We may add or remove certain features, services and/or functionality from time to time in our sole discretion.

B. Email Address Changes

To ensure that you receive email notifications, you must maintain a current email address with us. It is your sole responsibility to provide us with your correct contact information, including your email address. You can update your personal email address through the "User Options" section in the Service or by either:  Sending us a secure message through the Internet Banking System;  Contacting one of our local branch offices;  Contacting Customer Service at (305) 789-8077 or via email at [email protected]; or  Write to us at: BAC Florida Bank, 169 Miracle Mile R-10, Coral Gables, Florida 33134.

C. Account Summary Balances Balances appearing on the "Home" page and "Accounts" summary page of the Service for your Eligible Accounts may include deposits subject to verification by us. The balance may also differ from your records due to deposits in progress, checks outstanding, or other withdrawals, payments or charges that are pending and have not yet posted to your Eligible Accounts. A transfer request may not result in immediate availability because of the time required to process the request. A transfer request must be made before the Business Day Cutoff to be effective the same Business Day. The balances are updated periodically and the Service will display the most current "as of" date on the "Accounts" summary page. There may be situations that cause a delay in an update of your balances. The Service will use the most current balance available at the time of a transaction to base our approval for account transfers. D. Captions

The captions of sections of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

E. Amendments

This Agreement, applicable fees and service charges may be altered or amended from time to time by us. In such event, we will provide you with notice within the timing and using the methods required by applicable law. You acknowledge and agree that we are permitted to revise and amend this Agreement by any one of the following means: posting notice of the changes in our buildings, enclosing notice in or with a statement, sending notice to you, or posting on our Website. Your use of the Service after the effective date of any amendment will constitute your acceptance of the terms of the amendment. You should frequently visit our website, and regularly review your secure messages, for any such amendments. Further, we may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and Rev Nov 2011 Page 16of 2 to limit the application of this Agreement, as amended, to the more recent revisions and updates. In addition, if you agreed to receive all legally required notifications via electronic means (such as with the Bill Payment Service), you agree to receive all alterations, amendments, and warranty notifications via electronic means. F. Third Parties.

You agree that we are not liable for any loss or liability resulting from any failure of your equipment or software, or that of an internet browser provider such as Microsoft (Microsoft Explorer browser), by an internet access provider, or by an online service provider, nor will we be liable for any direct, indirect, special or consequential damages resulting from your access to or failure to access your Eligible Account(s).

G. Indemnification

Except as may be limited by applicable law, you agree to indemnify, defend and hold harmless us, our parent and affiliates and their respective shareholders, directors, officers, employees, representatives, service providers and agents from and against any and all losses, claims, liabilities, damages, expenses and/or costs of any kind (including, but not limited to, reasonable attorneys’ fees and costs) arising from or related to (i) the use of the Service(s) by you or a Customer Delegate, (ii) our reliance on the information, instruction(s), direction(s), license(s) and/or authorization(s) provided by you or a Customer Delegate under or pursuant to this Agreement, or (iii) your violation or infringement, or infringement by your Authorized User, of any of our intellectual property rights or other rights of any other person or entity.

H. Assignment

You may not assign this Agreement to any other party. We may assign this Agreement to any directly or indirectly affiliated or unaffiliated entity. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

I. No Waiver

We shall not be deemed to have waived any of our rights or remedies under this Agreement unless such waiver is in writing and signed by us. No delay or omission in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

J. Disputes

In the event of a dispute relating to the Service, you agree to resolve the dispute by looking solely to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and us, which supersedes any proposal or prior agreement, oral or written, and any other communications between you and us relating to the subject matter of this Agreement. Any conflict between what our employees, our agents, any service providers, or our customer service department(s) say and the terms of this Agreement, the terms of this Agreement will prevail.

K. Ownership of Material

The trademarks, logos, and service marks (collectively, the "Trademarks") displayed in this Agreement or in the Services are registered and unregistered Trademarks of Bank and others. Nothing contained in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without the prior written consent of us or such third party that may own the Trademarks displayed on the Service. The Trademarks displayed on the Services may not be used other than in accordance with this Agreement. You are also advised that we will aggressively enforce our intellectual property rights to the fullest extent of the law.

L. Waiver of Trial by Jury

The parties hereto hereby knowingly, voluntarily and intentionally waive any rights they may have to a trial by jury in any suit, action, proceeding or litigation in any court with respect to, or in connection with, arising out of, or otherwise related to, this Agreement and its subject matter, any wire transfer or other transaction effectuated by you through the Services, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto or relevant to the transactions contemplated hereby. This provision is a material inducement for all of the parties hereto to enter into this Agreement. CLASS ACTION WAIVER: YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

Rev Nov 2011 Page 17of 2 M. Exclusion of Warranties

You understand and agree that the Services are provided "as is", "as available" without representation or warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose or non-infringement of intellectual property or other third party rights. Except as otherwise expressly provided in this agreement, or as required by law, we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You understand and expressly agree that use of the service is at your sole risk, that any material and/or data downloaded or otherwise obtained through the use of the Service is downloaded or obtained at your sole discretion and risk and that you will be solely responsible for any LOSSES, liability, CLAIMS, COSTS, EXPENSES OR OTHER damages, including, without limitation, damage to your computer system or loss of data that results from the download or the obtaining of such material and/or data.

Disclaimer of Warranties: Except as expressly set forth in this agreement, we disclaim all warranties of any kind, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose or non-infringement of intellectual property or other third party rights, and we make no warranty or representation regarding your equipment, software, the results that may be obtained from the use of the Services, the accuracy or reliability of any information obtained through the Service, the accuracy of any information retrieved by us from the Eligible Accounts or that the Services will meet any of user’s requirements, be uninterrupted, timely, secure or error free.

N. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, OUR LIABILITY AS EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL CONSTITUTE OUR ENTIRE LIABILITY TO YOU AND YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT OR OTHERWISE. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF), LOST DATA, BUSINESS INTERRUPTION, ATTORNEY’S FEES, OR CLAIMS OF ANY PARTIES, WHETHER BASED IN LAW OR IN EQUITY OR ON STATUTE, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE (COLLECTIVELY, "SPECIAL DAMAGES") ARISING IN ANY WAY UNDER THIS AGREEMENT OR FROM YOUR USE OF THE SERVICE(S). WITHOUT LIMITING GENERALITY OF THE FOREGOING, IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT OR SPECIAL DAMAGES RESULTING FROM, IN WHOLE OR IN PART, ANY ACT OR FAILURE TO ACT OF YOUR EQUIPMENT OR SOFTWARE, OR THAT OF AN INTERNET SERVICE PROVIDER, INTERNET ACCESS PROVIDER, OR INTERNET BROWSER PROVIDER, BY AN ONLINE SERVICE PROVIDER OR BY AN AGENT OR SUBCONTRACTOR FOR ANY OF THEM, FROM ANY INACCURACY OF ANY INFORMATION OR AMOUNT RETRIEVED BY US FROM THE ELIGIBLE ACCOUNTS, FROM ANY BREACH OF SECURITY CAUSED BY A THIRD PARTY, FROM ANY VIRUS, WORM, TROJAN HORSE, OR OTHER SIMILAR HARMFUL COMPONENTS THAT MAY ENTER YOUR COMPUTER SYSTEM BY DOWNLOADING INFORMATION, SOFTWARE, OR OTHER MATERIALS FROM THE SERVICE, FROM ANY LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF AN AUTHORIZED USER’S TRANSMISSIONS OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY REASON ARISING IN ANY WAY OUT OF OR IN ANY WAY IN CONNECTION WITH THE INSTALLATION, USE, OR MAINTENANCE OF THE SERVICE(S).

O. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without regard to its choice of law provisions. You may not institute litigation against Bank for any matter arising out of this Agreement unless you shall first, in writing, advise us that mediation has been scheduled before a mediator in Miami Dade County, Florida, to attempt to mediate such dispute. Bank shall have ten (10) Business Days in which to accept the mediator or offer the name of another mediator. If all parties cannot agree upon a mediator, the two mediators so designated shall select a third impartial mediator. This provision may be enforced by us through a motion to dismiss any litigation instituted before mediation has been conducted.

Each party hereto agrees to submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Broward County, Florida, for the resolution of all disputes and/or causes of action arising out of or relating to this Agreement, and all transactions contemplated hereunder, and each party hereby waives all questions of personal jurisdiction and venue to such courts, including but not limited to, the claim or defense that such courts constitute an inconvenient forum. You agree that if there is any inconsistency between the terms of this Agreement and any applicable law, regulation, or rule, the terms of this Agreement will prevail to the extent any such law, regulation, or rule may be modified by agreement.

Rev Nov 2011 Page 18of 2