Common use of Distribution of Funds Clause in Contracts

Distribution of Funds. The Escrow Agent shall distribute the funds held by it under this Restated Agreement as follows: a. Upon receipt of (i) funds in the amount of at least $21 million in payment for Shares, (ii) receipt of a certificate from the Agent that all of the conditions set forth in the Agency Agreement between the Company and the Agent have been satisfied or otherwise waived, and (iii) a certificate executed by the Company’s CEO or CFO attesting that all other conditions to the release of funds as described in the Company’s prospectus pertaining to the offering, including but not limited to approval of the appropriate bank regulators, have been met and directing the Escrow Agent to distribute all funds then held by the Escrow Agent pursuant to this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate as contemplated above prior to each such distribution. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was provided a copy of the form of Subscription Agreement at the signing of the Original Agreement. b. Upon (i) receipt of direction from the Company, to return the funds to the investors; or (ii) in the event the Escrow Agent shall have received less than $21 million or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 on or prior to initial closing date of the Offering as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extended), the Escrow Agent shall distribute such funds to the investors, without interest, pursuant to subsection (c) of this Section 4. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Company), and the Escrow Agent shall distribute the funds to the investors in accordance with this Restated Agreement. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow Agent’s fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 hereof, provided that in no event shall the Escrow Agent apply any of the investors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s fee and expenses, the Escrow Agent shall distribute such excess to the Company, in the event that funds are returned to investors pursuant to subsection (b) of this Section. Such excess shall also be delivered to the Company, in the event that the funds received and held hereunder are delivered to the Company pursuant to subsection (a) of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expenses, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees and expenses exceed the income.

Distribution of Funds. The Escrow Agent shall distribute the funds held by it under this Restated Agreement as follows: a. Upon receipt of (i) funds in the amount of at least $21 million in payment for Shares, and (ii) receipt of a certificate from the Agent that all of the conditions set forth in the Agency Agreement between the Company and the Agent have been satisfied or otherwise waived, and (iii) a certificate executed by the Company’s CEO or CFO attesting that all other conditions to the release of funds as described in the Company’s prospectus pertaining to the offering, including but not limited to approval of the appropriate bank regulators, have been met and directing the Escrow Agent to distribute all funds then held by the Escrow Agent pursuant to this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate from the Company’s CEO or CFO as contemplated above prior to each such distribution. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was must be provided a copy of the form of Subscription Agreement at the signing of the Original this Agreement. b. Upon (i) receipt of direction from the Company, to return the funds to the investors; or (ii) in the event the Escrow Agent shall have received less than $21 million or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 on or prior to initial closing date of the Offering as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extended), the Escrow Agent shall distribute such funds to the investors, without interest, pursuant to subsection (c) of this Section 4. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Company), and the Escrow Agent shall distribute the funds to the investors in accordance with this Restated Agreement. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow Agent’s fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 hereof, provided that in no event shall the Escrow Agent apply any of the investors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s fee and expenses, the Escrow Agent shall distribute such excess to the Company, in the event that funds are returned to investors pursuant to subsection (b) of this Section. Such excess shall also be delivered to the Company, in the event that the funds received and held hereunder are delivered to the Company pursuant to subsection (a) of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expenses, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees and expenses exceed the income.

Distribution of Funds. The Escrow Agent shall distribute the funds held by it under this Restated Agreement as follows: a. Upon receipt of (i) funds in the amount of at least $21 million 9,600,000 in payment for Shares, and (ii) receipt of a certificate from the Agent that all of the conditions set forth in the Agency Agreement between the Company and the Agent have been satisfied or otherwise waived, and (iii) a certificate executed by the Company’s CEO or CFO Xxxxxx X. Xxxxx attesting that all other conditions to the release of funds as described in the Company’s prospectus pertaining to the offering, including but not limited to approval of the appropriate bank regulators, have been met Company has received subscriptions for such amount and directing the Escrow Agent to distribute all funds then held received by the Escrow Agent pursuant to from the Investors under this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, check or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate as contemplated above prior to each such distribution3. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was must be provided a copy of the form of Subscription Agreement subscription agreement at the signing of the Original this Escrow Agreement. b. Upon (i) receipt of direction from the Company, to return the funds to the investorsInvestors; or (ii) in the event the Escrow Agent shall have received less than $21 million 9,600,000 or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 3 on or prior to initial December 31, 2005 (closing date of offering), unless the Offering offering is extended as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extended)prospectus, the Escrow Agent shall distribute such funds to the investorsInvestors, without interest, pursuant to subsection (c) of this Section 43. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Company)December 31, 2005, and the Escrow Agent shall distribute the funds to the investors Investors in accordance with this Restated Agreement. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow Agent’s fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 5 hereof, provided that in no event shall the Escrow Agent apply any of the investorsInvestors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s fee and expenses, the Escrow Agent shall distribute such excess to the Company, in the event that funds are returned to investors Investors pursuant to subsection (b) of this Section. Such excess shall also be delivered to the Company, in the event that the funds received and held hereunder are delivered to the Company pursuant to subsection (a) of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expenses, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees and expenses exceed the income.

Distribution of Funds. (A) Seller (1) Amount: $ (2) Wire Instructions: Bank: Bank Contact: ABA: Account Number: Account Name: Swift Code: Notify: The Escrow Agent parties agree that the Estimated Purchase Price related to the Sale shall distribute be distributed in accordance with the funds held by it under this Restated Agreement as follows: a. Upon receipt of (i) funds in the amount of at least $21 million in payment for Shares, (ii) receipt of a certificate from the Agent that all of the conditions instructions set forth in this Funds Flow Memorandum. SELLER: BUYER: NUTRACEA, INC. XXXXX INC By By Xxxxxxx X. Xxxxx Its Its Vice President & General Counsel Set forth below are the Agency bidding procedures (the “Bid Procedures”) to be employed with respect to the proposed sale (the “Sale”) of the Purchased Assets pursuant to that certain Asset Purchase Agreement dated February 11, 2010 (the “Agreement”) between the Company NutraCea, a California corporation (“Seller”) and the Agent have been satisfied or otherwise waivedXxxxx Inc., and a Delaware corporation (iii) a certificate executed “Buyer”). The transaction contemplated by the Company’s CEO or CFO attesting that all other conditions Agreement is subject to competitive bidding as set forth herein and approval by the release Bankruptcy Court pursuant to Sections 363 and/or 365 of funds as described title 11 of the United States Code, 11 U.S.C. §§ 101-1330 (the “Bankruptcy Code”). All capitalized terms used but not otherwise defined in these Bid Procedures have the meanings ascribed to them in the Company’s prospectus pertaining to the offering, including but not limited to approval of the appropriate bank regulators, have been met and directing the Escrow Agent to distribute all funds then held by the Escrow Agent pursuant to this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate as contemplated above prior to each such distribution. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was provided a copy Bid Procedures set forth herein describe, among other things, the assets available for sale, the manner in which bidders and bids become Qualified Bidders and Qualified Bids (each as defined herein), respectively, the receipt and negotiation of bids received, the conduct of any subsequent competitive bidding process, the ultimate selection of the form of Subscription Agreement at the signing of the Original Agreement. b. Upon Successful Bidder(s) (i) receipt of direction from the Company, to return the funds to the investors; or (ii) in the event the Escrow Agent shall have received less than $21 million or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 on or prior to initial closing date of the Offering as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extended), the Escrow Agent shall distribute such funds to the investors, without interest, pursuant to subsection (c) of this Section 4. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Companydefined herein), and the Escrow Agent shall distribute the funds to the investors in accordance with this Restated Agreement. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow AgentBankruptcy Court’s fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 hereof, provided that in no event shall the Escrow Agent apply any of the investors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s fee and expensesapproval thereof (collectively, the Escrow Agent shall distribute such excess “Competitive Bidding Process”). The Seller intends to consult with, among others, counsel for the Company, in official committee of unsecured creditors (the event that funds are returned to investors pursuant to subsection (b“Committee”) of this Sectionthroughout the Competitive Bidding Process. Such excess shall also be delivered to the Company, in In the event that the funds received Seller and held hereunder are delivered any party disagree as to the Company pursuant to subsection (a) interpretation or application of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expensesthese Bid Procedures, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees Bankruptcy Court will hear and expenses exceed the incomeresolve such dispute.

Distribution of Funds. The Escrow Agent shall distribute the funds ---------------------- held by it under this Restated Agreement as follows: a. Upon receipt of (i) funds in the amount of at least $21 million 6,100,000 in payment for Shares, and (ii) receipt of a certificate from the Agent that all of the conditions set forth in the Agency Agreement between the Company and the Agent have been satisfied or otherwise waived, and (iii) a certificate executed by the Company’s CEO either Michael P. Guy or CFO Joe W. Waid, Jr. attesting that all other conditions to the release of funds as described in the Company’s prospectus pertaining to the offeringLee Couxxx Xxxxxxxxxx, including but not limited to approval of the appropriate bank regulators, have been met Xxx. xxx xxxxxxxx subscriptions xxx such amount and directing the Escrow Agent to distribute all funds then held received by the Escrow Agent pursuant to from the Investors under this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, 's check or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate as contemplated above prior to each such distribution3. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was must be provided a copy of the form of Subscription Agreement at the signing of the Original this Escrow Agreement. b. Upon (i) receipt of direction from the Company, Company to return the funds to the investors; Investors or (ii) in the event the Escrow Agent shall have received less than $21 million 6,100,000 or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 3 on or prior to initial , ------------ 20 (closing date of the Offering as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extendedoffering), the Escrow Agent shall distribute -- such funds to the investorsInvestors, without interest, together with the income earned thereon pursuant to subsection (c) of this Section 43. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Company), 20 and the Escrow Agent shall ---------- -- distribute the funds to the investors Investors in accordance with this Restated Agreement. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow Agent’s 's fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 5 hereof, provided that in no event shall the Escrow Agent apply any of the investors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s 's fee and expenses, the Escrow Agent shall allocate (each Investor shall be allocated his pro rata share of such excess, calculated according to the amount of funds delivered to the Escrow Agent by such Investor and the number of days such Investor's funds have been available for investment by the Escrow Agent) and distribute such excess to the CompanyInvestors, in the event that funds are returned to investors Investors pursuant to subsection (b) of this Section. Such excess shall also be delivered to the Company, in the event that the funds received and held hereunder are delivered to the Company pursuant to subsection (a) of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expenses, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees and expenses exceed the income.

Distribution of Funds. The Escrow Agent shall distribute the funds held by it under this Restated Agreement as follows: a. Upon receipt of (i) funds in the amount of at least $21 million $ 22,000,000.00 in payment for Shares, and (ii) receipt of a certificate from the Agent that all of the conditions set forth in the Agency Agreement between the Company and the Agent have been satisfied or otherwise waived, and (iii) a certificate executed by the Company’s CEO or CFO attesting that all other conditions to the release of funds as described in the Company’s prospectus pertaining to the offering, including but not limited to approval of accompanied by a confirmation from the appropriate bank regulatorsregulatory authority(ies) indicating approval to distribute funds out of Escrow, have been met and directing the Escrow Agent to distribute all funds then held received by the Escrow Agent pursuant to from the Investors under this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, check or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate as contemplated above prior to each such distribution3. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was must be provided a copy of the form of Subscription Agreement subscription agreement at the signing of the Original this Escrow Agreement. b. Upon (i) receipt of direction from the Company, to return the funds to the investorsInvestors; or (ii) in the event the Escrow Agent shall have received less than $21 million 22,000,000.00 or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 3 on or prior to initial , 2007 (closing date of the Offering as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extendedoffering), the Escrow Agent shall distribute such funds to the investorsInvestors, without interest, together with the income earned thereon pursuant to subsection (c) of this Section 43. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Company), 2007, and the Escrow Agent shall distribute the funds to the investors Investors in accordance with this Restated Agreement. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow Agent’s fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 5 hereof, provided that in no event shall the Escrow Agent apply any of the investors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s fee and expenses, the Escrow Agent shall allocate (each Investor shall be allocated his pro rata share of such excess, calculated according to the amount of funds delivered to the Escrow Agent by such Investor and the number of days such Investor’s funds have been available for investment by the Escrow Agent) and distribute such excess to the CompanyInvestors, in the event that funds are returned to investors Investors pursuant to subsection (b) of this Section. Such excess shall also be delivered to the Company, in the event that the funds received and held hereunder are delivered to the Company pursuant to subsection (a) of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expenses, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees and expenses exceed the income.

Distribution of Funds. The Escrow Agent (a) Upon Borrower’s payment of a funding fee in respect of the Closing Date Advance, the Required Advance and any Delayed Advance pursuant to Sections 1.1(b) of the Loan Agreement, then each Lender shall distribute be entitled to receive a portion of such funding fee equal to the funds held by it under this Restated Agreement as follows: a. Upon receipt product of (x) the aggregate amount of such fee paid, times (y) such Lender’s Ratable Share, times (z) a fraction, the numerator of which is (i) 270 minus (ii) the number of days that have elapsed from and including the Closing Date through and excluding the date such funding fee was due and payable, and the denominator of which is 270 (provided that the foregoing product shall not be less than zero). To the extent there is any excess funding fee not distributed to the Lenders in accordance with the previous sentence, such fees shall be shared among the Lenders based on each Lender’s daily average Ratable Share for each day over the period between the Closing Date through the date such funding fee was due and payable. (b) If Borrower pays a Delayed Origination Fee, then each Lender shall be entitled to receive its Ratable Share (calculated at such time) of such Delayed Origination Fee. (c) Subject to Section 3(d), all amounts received from any sources on account of or in connection with the Loan shall be remitted by Administrative Agent to the Lenders in immediately available funds no later than one (1) Business Day after receipt of such funds in the following order of priority: first, to the Administrative Agent in payment of any unreimbursed documented out-of-pocket costs and expenses (excluding, for the avoidance of doubt, any fees paid to affiliates of Administrative Agent) which are reasonably incurred by Administrative Agent in administering the Loan and pursuing remedies under the Loan Documents, including any such costs and expenses which are reimbursable by Borrower pursuant to the terms of the Loan Documents which remain unpaid, including enforcement costs in accordance with the Loan Documents (collectively, the “Unreimbursed Expenses”); provided that Administrative Agent shall duly demand and pursue reimbursement from Borrower and any other Person of all such Unreimbursed Expenses and, to the extent such sums are recovered shall distribute same in accordance with this Section 3(c); and second, to any Lender that made unreimbursed Super-Priority Protective Advances, the amount of such unreimbursed Super-Priority Protective Advances with interest thereon, from the date advanced, at the Default Rate (to be applied first to interest and then to the applicable Super-Priority Protective Advance), on a pro rata basis in accordance with the amount of such unreimbursed Super-Priority Protective Advances made by each such Lender; third, to any Lender that made unreimbursed Protective Advances (other than Super-Priority Protective Advances reimbursed pursuant to the immediately preceding clause), the amount of such Protective Advances with interest thereon, from the date advanced at the Default Rate (to be applied first to interest and then to the applicable Protective Advance), on a pro rata basis in accordance with the amount of such unreimbursed Protective Advances made by each Lender; fourth, to each Lender the amount of any funding fee or Delayed Origination Fee such Lender is entitled to in accordance with Section 3(a) or Section 3(b), as applicable; fifth, to each Lender, pro rata based on each Lender’s Ratable Share, all late fees or other costs or expenses required to be paid by Borrower pursuant to the Loan Documents; sixth, to each Lender, pro rata based on each Lender’s Ratable Share, any interest accrued on the Loan from and after the date of this Agreement through the date of such distribution; seventh, to each Lender, pro rata based on each Lender’s Ratable Share, the outstanding principal balance of the Loan; and finally, any remaining amounts to the Lenders pro rata based on each Lender’s Ratable Share. (d) Any amount that would otherwise be payable under Section 3(c) to a Delinquent Lender shall instead be paid to each Non-Delinquent Lender in the amount of at least $21 million in payment for Sharesthe Delinquency Amount funded by such Non-Delinquent Lender with interest thereon, (ii) receipt of a certificate from the Agent date advanced, at the Default Rate (to be applied first to interest and then to the applicable Delinquency Amount), on a pro rata basis in accordance with the amount of such unreimbursed Delinquency Amount advanced by each such Lender. (e) Each Lender agrees that all if at any time it shall receive from any sources whatsoever any payment on account of or in connection with the Loan in excess of the conditions set forth in the Agency Agreement between the Company and the amount to which it is entitled under this Section 3, it shall promptly remit such excess to Administrative Agent have been satisfied or otherwise waived, and (iii) a certificate executed by the Company’s CEO or CFO attesting that all other conditions for distribution to the release of funds as described in the Company’s prospectus pertaining to the offering, including but not limited to approval of the appropriate bank regulators, have been met and directing the Escrow Agent to distribute all funds then held by the Escrow Agent pursuant to this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate as contemplated above prior to each such distribution. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was provided a copy of the form of Subscription Agreement at the signing of the Original Agreement. b. Upon (i) receipt of direction from the Company, to return the funds to the investors; or (ii) in the event the Escrow Agent shall have received less than $21 million or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 on or prior to initial closing date of the Offering as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extended), the Escrow Agent shall distribute such funds to the investors, without interest, pursuant to subsection (c) of this Section 4. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Company), and the Escrow Agent shall distribute the funds to the investors Lenders in accordance with this Restated AgreementSection 3. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow Agent’s fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 hereof, provided that in no event shall the Escrow Agent apply any of the investors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s fee and expenses, the Escrow Agent shall distribute such excess to the Company, in the event that funds are returned to investors pursuant to subsection (b) of this Section. Such excess shall also be delivered to the Company, in the event that the funds received and held hereunder are delivered to the Company pursuant to subsection (a) of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expenses, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees and expenses exceed the income.

Distribution of Funds. The Escrow Agent shall distribute the funds held by it under this Restated Agreement as follows: a. Upon receipt of (i) funds in the amount of at least $21 million _______________ in payment for Shares, and (ii) receipt of a certificate from the Agent that all of the conditions set forth in the Agency Agreement between the Company and the Agent have been satisfied or otherwise waived, and (iii) a certificate executed by the Company’s CEO or CFO __________ attesting that all other conditions to the release of funds as described in the Company’s prospectus pertaining to the offering, including but not limited to approval of the appropriate bank regulators, have been met __________________ has received subscriptions for such amount and directing the Escrow Agent to distribute all funds then held received by the Escrow Agent pursuant to from the Investors under this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, 's check or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate as contemplated above prior to each such distribution3. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was must be provided a copy of the form of Subscription Agreement subscription agreement at the signing of the Original this Escrow Agreement. b. Upon (i) receipt of direction from the Company, to return the funds to the investorsInvestors; or (ii) in the event the Escrow Agent shall have received less than $21 million ______________ or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 3 on or prior to initial closing __________, 200___(closing date of the Offering as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extendedoffering), the Escrow Agent shall distribute such funds to the investorsInvestors, without interest, together with the income earned thereon pursuant to subsection (c) of this Section 43. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Company)_______________, 200___, and the Escrow Agent shall distribute the funds to the investors Investors in accordance with this Restated Agreement. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow Agent’s 's fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 5 hereof, provided that in no event shall the Escrow Agent apply any of the investors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s 's fee and expenses, the Escrow Agent shall allocate (each Investor shall be allocated his pro rata share of such excess, calculated according to the amount of funds delivered to the Escrow Agent by such Investor and the number of days such Investor's funds have been available for investment by the Escrow Agent) and distribute such excess to the CompanyInvestors, in the event that funds are returned to investors Investors pursuant to subsection (b) of this Section. Such excess shall also be delivered to the Company, in the event that the funds received and held hereunder are delivered to the Company pursuant to subsection (a) of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expenses, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees and expenses exceed the income.

Distribution of Funds. The Escrow Agent shall distribute the funds held by it under this Restated Agreement as follows: a. Upon receipt of (i) funds in the amount of at least $21 million 9,600,000 in payment for Shares, and (ii) receipt of a certificate from the Agent that all of the conditions set forth in the Agency Agreement between the Company and the Agent have been satisfied or otherwise waived, and (iii) a certificate executed by the Company’s CEO or CFO Xxxxxx X. Xxxxx attesting that all other conditions to the release of funds as described in the Company’s prospectus pertaining to the offering, including but not limited to approval of the appropriate bank regulators, have been met Company has received subscriptions for such amount and directing the Escrow Agent to distribute all funds then held received by the Escrow Agent pursuant to from the Investors under this Restated Agreement to the Company, then the Escrow Agent shall deliver the funds, by cashier’s check, wire transfer, check or other form of payment mutually acceptable to the Company and the Escrow Agent, to the Company, together with the income earned thereon pursuant to subsection (c) of this Section 4. The parties anticipate that there may be multiple distributions of escrowed funds and that both the Agent and the Company will deliver a certificate as contemplated above prior to each such distribution3. No distribution will be made until the last investor deposit to be distributed in that distribution has been made for at least two business days. The Company shall provide account information and other necessary directions for disbursements by the Escrow Agent to it under this Restated Agreement. The Escrow Agent was must be provided a copy of the form of Subscription Agreement subscription agreement at the signing of the Original this Escrow Agreement. b. Upon (i) receipt of direction from the Company, to return the funds to the investorsInvestors; or (ii) in the event the Escrow Agent shall have received less than $21 million 9,600,000 or shall have received no direction or certificate from the Company pursuant to either subsection (a) or this subsection (b) of this Section 4 3 on or prior to initial December 31, 2005 (closing date of offering), unless the Offering offering is extended as described in the Company’s prospectus (unless the Company notifies the Escrow Agent that the Offering has been extended)prospectus, the Escrow Agent shall distribute such funds to the investorsInvestors, without penalty or interest, pursuant to subsection (c) of this Section 43. The Company may give notice to the Escrow Agent that the Company is canceling its offer of the Shares prior to the ultimate expiration date of the Offering as described in the Company’s prospectus (beyond such date the Offering may not be extended by the Company)December 31, 2005, and the Escrow Agent shall distribute the funds to the investors Investors in accordance with this Restated Agreement. c. Any income earned on the investment of funds received under this Restated Agreement will first be applied against the Escrow Agent’s fee set forth in Section 9 hereof and any expense of the Escrow Agent incurred pursuant to Section 6 5 hereof, provided that in no event shall the Escrow Agent apply any of the investorsInvestors’ original investment principal towards such fees and expenses. To the extent that such income exceeds the Escrow Agent’s fee and expenses, the Escrow Agent shall distribute such excess to the Company, in the event that funds are returned to investors Investors pursuant to subsection (b) of this Section. Such excess shall also be delivered to the Company, in the event that the funds received and held hereunder are delivered to the Company pursuant to subsection (a) of this Section. To the extent that the income earned on the investment of funds does not exceed the Escrow Agent’s fees and expenses, the Company shall promptly pay the Escrow Agent the amount by which the Escrow Agent’s fees and expenses exceed the income.