INVESTMENT AGREEMENT

This Investment Agreement (the “Agreement”) is entered into as of January 1,

2009, by and between [FULL NAME OF ORGANIZATION], a [STATE] state non-

profit corporation (hereafter referred to as “[HOUSING LOAN FUND]”) and [FULL

NAME OF INVESTOR] (“Investor Bank”).

RECITALS

to fund the Program.

WHEREAS, Investor Bank wishes to make investments which promote the public

welfare in [STATE] and is willing to assist [HOUSING LOAN FUND] in the funding of

the Program.

WHEREAS, in order to invest in [HOUSING LOAN FUND], Investor Bank is

prepared to make an equity-equivalent investment in [HOUSING LOAN FUND],

structured as an investment on the terms and conditions specified in this Agreement.

months and shall be payable quarterly commencing on the last day of the next calendar

quarter following the initial disbursement. The principal balance of the Investment shall

be due and payable ten years from the date of the initial disbursement. At the end of the

ten years, the Investor Bank is obligated to extend the Investment’s maturity annually for

successive periods of one year not to exceed five years. Annually thereafter, Investor

Bank has the option of extending the Investment’s maturity for an additional year, but is

not obligated to do so. [HOUSING LOAN FUND] may pre-pay the Investment, in whole

or in part, at any time without penalty.

2. Repayment Terms. Notwithstanding Section 1 above with respect to

satisfy its operating expenses due at the time payment is due (or within ten business days

of such due date); or (c) payment of this Investment’s interest cannot be made from

[HOUSING LOAN FUND]’s available cash at the time payment is due.

[HOUSING LOAN FUND]’s obligation to make payments of interest to Investor Bank

shall not be excused as a result of the occurrence of any of the above circumstances, but

shall be required to be made on the first business day following the payment due date on

proceeds of this investment will be restricted to use specifically in the assessment area of

Investor Bank to meet community development investment goals and objectives in that

area. So long as any part of the Investment remains outstanding, [HOUSING LOAN

FUND] shall furnish Investor Bank with a quarterly report of investment activity, in such

detail as Investor Bank may from time to time reasonably request.

4. Conditions. Investor Bank’s obligation to make the Investment shall be

subject to the following conditions:

a) [HOUSING LOAN FUND] shall deliver to Investor Bank a certified copy of

Agreement have been properly authorized by its board of directors.

c)[HOUS ING LOAN FUND] shall maintain its status as a community

development financial institution in accordance with the provisions of 12

C.F.R. Sections 1805.200 and .701, as may be amended from time to time,

throughout the term of this Agreement.

d)[HOUSING LOAN FUND] certifies that at least one community representative

with expertise in long term, high risk financing to small businesses will at all

times during the term of this Agreement be a member of its Board of Directors.

if it changes its lines of business, uses the proceeds of the Investment for a purpose other

than that specified in Section 3 of this Agreement and the other purpose does not serve the

public welfare as defined in OCC Regulation 12 CFR part 24 (which describes the CRA

definition of public welfare investments), files a bankruptcy petition or takes similar

action, is liquidated or dissolved or makes an assignment for the benefit of creditors, or

fails to maintain its status as a community development financial institution in accordance

with the provisions of 12 C.F.R. Sections 1805.200 and .701, as may be amended from

time to time.

reasonably satisfactory to [HOUSING LOAN FUND], to attend meetings of

[HOUSING LOAN FUND]’s board of directors as an observer, and to visit and

inspect, at the expense of Investor Bank, any of the properties of [HOUSING

LOAN FUND], including their books and records, and to discuss their affairs,

finances and accounts with their officers, except with respect to trade secrets and

similar confidential information, to such reasonable extent and at such reasonable

times and intervals as Investor Bank may reasonably request without disruption of

[HOUS ING LOAN FUND]’s operations.

b. Deliver to Investor Bank (i) as soon as practicable after the end of each

accepted accounting principles and settingforth in each case in comparative form

the figures for the previous fiscalyear; (iii) as soon as practicable and in any event

within thirty (30) days after filing thereof, the annual tax return of [HOUSING

LOAN FUND]; and (iv) any additional documents, including the budget of

[HOUSING LOAN FUND], reports of independent accountants and notices of an

event material to the business of [HOUSING LOAN FUND] that are sent to the

directors of [HOUSING LOAN FUND]. .

7. General. The relationship of Investor Bank and [HOUSING LOAN

FUND] is that of debtor and creditor and does not constitute a partnership, joint venture,

specified above.

[INVESTOR NAME][ORGAN IZATION NAME]

By ____________________________ By _________________________

Its PresidentIts Executive Director