8. Enter into any agreement with NRB or any of its subsidiaries that substantially
limits the disctetion of NRB’s management over major policies and decisions,
including, but not lithited to, policies or decisions.about employing and
compensating executive officers; engaging in new business lines; raising
additi mal debt or equity capital; merging or consolidating with another firm; or

ing, selling, leasing, transferring, or disposing of material assets;
‘subsidiaries, or other entities; .

9... Solicit or participate in soliciting proxies with respect toany tiation presented
tothe shareholders of NRB or‘any of its subsidiaries;

10. Dispose’or threaten to dispose (explicitly or implicitly) of equity interests of
NRB or any of its subsidiaries in any manner as a condition ot inducement of
specific:action or non-action by NRB or any of its subsidiaries; or

11. Enter into‘any other banking or nonbanking transactions with ‘NEB orany of
its subsidiaries, except that Triodos Acquirer Group may este
“maintain deposit accounts with NRB 1a agerepate balance of all.
such deposit accounts does not exceed 00 and that the accounts are
maintained on ‘substantially the same terms as those prevailing for comparable
accounts of persons unaffiliated with NRB.

In addition, each member of Triodos: commits to the following,

12, Bach member of Triodos Acquirer Group: ‘agrees to provide all
information, without regard to w. ether such information is located
“within or without the United States, requested in connection with any
investigation, action, or proceeding by the Board relating to:

(a) enforcement or possible enforcement of the Bank Holding
Company'Act of 1956, as amended, 12 U.S.C. § 1841 et seq.
(“BHC Act”), or the Change in Bank Control Act of 1978, 12
US:C"§ 18174) (“CIBC Act”); and

(b):the ownership or control by Tricdos Acquirer Group of equity
interests in NRB.

13. Eachimemiber of Triodos Acquirer Group-consents and submits to
the’ personal jurisdiction of any federal court.of competent
jurisdiction and of the Board for purposes of any investigation or
possible investigation, action, subpoena; examination, or proceeding



(Convetition de La Haye du 5 octobre 1961)

‘MR. E.G. BAKKER
. NOTARIS TE ZEIST ;
authentic
5. at Utrecht, 6. 28.Novernber 2011

7, ‘by-the registrar of the courts:of first instance of Utrecht:

8) no. 112607

9. -Stainp



Nothing in these: comimitments releases the Triodos Acquirer Group from
compliance with the Change in Bank Control Act and the Board’s regulations
thereunder for any subsequent acquisition or incréase in the pereninge: ownership
of any class of voting shares of NRB.

Each Triodos Acquirer understands that these commitments, constitute conditions -
; edi : 38) ions related to
Triotlos Acquirer Group’s 2 1
NRB, including 4 determination that no filing under the Bak old Z
Act is required for this trahisaction by Triodos Acquirer Group'OR pursuant to
sections 3 and 4 of the Bank Holding Company Act of 1956, as. amended (“BHC
Act”) and the Board’s Regulation Y, ane, as such, may be enforced in proceedings
under applicable law.

[Signature Page Below]



relating to the administration or enforcement of these commitments,
the BHC Act, orthe CIBC Act, For purposes of this Commitment,
Triodos Acquiret Group shall at all times maintain in the Uni

_ States a designated agent, acceptable to the Board, to accept setvice

14.

15.

16,

17.

18.

onits behalf, including service of any process, notice, order, or
subpoena. Each member of Triodos ‘er Group designates
Gordon M. Bava, Manatt, Phelps & Phillips, LLP, 1 13
Olympic Blvd., Los: Angeles, CA 90064, as its agent to. uch
service, and will not change this designation without notice to and
consent of the Board. :

Each Triodos Acquirer‘also certifies that:

Triodos Acquirer is not an affiliate of any other investor (excluding other
Triodos Acquirers) in the prop sed transaction (individually, each an
“Investor,” and, collectively, the “Investors”); :

Ttiodog Acquirer has reached its decision to'invest in NRB independently from
the other Investors; ‘ t .

‘Triodos Acquirer is not managed or advised by an investment manager or
investment advisor who performs the same services for any other Investor
(excluding other ‘Triodos Acquirers); :

Triodos Acquirer (including any subsidiary or affiliate of a Triodos Acquirer):
has-not engaged and will not engage-as part ofa group consisting of
substantially the same entities as the Investors substantially the same
combination of interests, in any additional b: , or nonbanking:activities or

business ventures in the United States without prior consultation with the
Board;

Triodos Acquirer has not and. will not enter into any agreements or
understandings with-any other Investor to ct in concert-for the purpose of
exercising 4 controlling influence over NRB or atly Of its subsidiaries,
including, but not litnited to, any agreements or understandings regarding the
voting or transfer of shares of NRB. .

The terms used in these commitments have the same meanings as set forth in the
Bank Holding Company Act of 1956, as amended, and the Board's Regulation Y.
For purposes of these commitments, “Investor includes any subsidiary or affiliate

of the Investor.



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“BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM

WASHINGTON, D.C. 20551

‘SCOTT G. ALVAREZ
GENERAL COUNSEL

December 30, 2011

Craig D. Miller, Esq.

Manatt, Phelps & Phillips, LLP

One Embarcadero Center, 30" Floor
San Francisco, California 94111

Dear Mr. Miller:

This letter relates to your request dated January 26, 2011, that Triodos
Bank NV and its sole stockholder, Stichting Administratiekantoor Aandelen
Triodos Bank (collectively, “Triodos”), both of Zeist, the Netherlands,
would not be deemed to control New Resource Bank (“Bank”), San
Francisco, California, for purposes of the Bank Holding Company Act of
1956 (“BHC Act”), as amended, as a result of its investment in Bank.'
Triodos currently owns 9.54 percent of the outstanding voting common
stock of Bank and is proposing to make an additional investment in Bank as
part of a larger capital raise from a number of investors.

Based on the facts and representations provided to the Board, we
understand the following:

¢ Triodos proposes to acquire no more than 24.9 percent of either the
voting common stock or total equity of Bank.

e Triodos is not affiliated with any other investor in Bank.

¢ Triodos will not have representation on Bank’s board of directors
or any employee interlocks with Bank.

¢ Triodos and the other investors entered into a stock purchase
agreement with Bank. The stock purchase agreement sets forth the

' Triodos Bank NV is a foreign bank. It has no U.S. banking operations and accordingly
is not subject to the BHC Act either directly or pursuant to section 8 of the International
Banking Act. 12 U.S.C. § 3106(a).



By: Plene Aeby, Chief Financial Officer

STICHTING ADMINISTRATIEKANTOOR AANDELEN TRIODOS BANK

M. Rutgers van Rozenburg, President
\

ae

v\

By: LT.M, Nijenbof\ Vice ee a

Date: November 25) 2011

3002680963


Triodos @Bank

FEDERAL RESERVE BOARD PASSIVITY COMMIEMENTS

Stichting, “Adeuiniseaiekanioor Aandelen Tri
(each “Tricdos. x"), and their subsidi
*Triodos Acquirer Group”), will not, without the prior approve
Reserve Board or its staff, directly or indirectly: ;

therapt t cide a controlling inflvenve over'the vinentnt Or
policies of New Resource Bank CNRB' San Francisco, California, or any of
its subsidiaries; :

2. Have or seek to have a representative of Tricdos Acquirer Group: serve on the
board o directors of NRB-or any of its subsidiaries; ;

"3. Have or seek to have any estiployee of representative of the Tri
Group serve as:an officer, agent, or employee of NRB or

4, Take any action that would cause NRB or any ofits cubis to become a
subsidiary of Triodos fegnes Group; j ; :

6, Own’or conttol equity interests that-would result in the combi
ponvoting equity interests of the Triodos Acquirer Group and its officer
directors.to equal or exceed 25 ; percent of the total equity capital of NRB of any
of its subsidiaries, except that, if Triodos Acquirer Group and its officers and
directors-own, hold, of have the power to vote less than 15 percent-of the: .
‘outstanding shares of any classes of voting, securities of NRB, Triodos Acquirer
Group and its officers and directors own. or control equity interests greater
than 25 percent, but in no.cas than 33.3 percent, of the total equity
capital of NRB or any of its subsidiaries;,

7. Propose a directot or slate of directors in opposition to a nominee ‘or slate of
nominees proposed by the management or board of directors 0 'NRB or any of

its subsidiaries;


-3-

Triodos has stated that it does not propose to control or exercise a
controlling influence over Bank and that its investment is a passive
investment. Accordingly, Triodos has provided commitments substantially
similar to those on which the Board has previously relied on in determining
that an investor would not be able to exercise a controlling influence over a
banking organization for purposes of the BHC Act.

In this case, staff would not at this time recommend that the Board
find Triodos to have a controlling influence over the management or policies
of Bank, for purposes of the BHC Act, based on the current structure of
Triodos’s proposed investment. This recommendation could change,
however, if the facts or relationships between Triodos and Bank or the other
investors change in any material way.

In reaching this opinion, staff relied on all the facts of record,
including all the representations and commitments made by or on behalf of
Triodos and Bank (whether noted in this letter or otherwise contained in
correspondence with the Board). In this regard, you should advise Board
staff immediately of any material changes in the facts noted above.

To address the possibility of an association or controlling influence
developing in the future, the Board retains the authority to review the
investment and relationships regularly to determine whether, under all the
facts and circumstances, any investor, or any group of investors, are acting
in a manner that suggests it has control of, or the ability to exercise a
controlling influence over, Bank for purposes of the BHC Act. If you have
any questions about this matter, please contact Anna Harrington, Attorney
(202-452-6406), or Amanda Allexon, Senior Counsel (202-452-3818), of the
Board’s Legal Division.

Sincerely,

oi fen

cc: Federal Reserve Bank of San Francisco
Federal Deposit Insurance Corporation
California Department of Financial Institutions


-2-

terms under which the investors may purchase shares in Bank. The
agreement grants no special rights, such as the right to appoint a
director, rights of first refusal, tag-along or drag-along rights, or
covenants that would restrict the ability of Bank’s management to
determine the major policies and operations of Bank, to any of the
investors, including Triodos.

© Triodos does not currently have, or expect to have, any business
relationships with Bank.

For purposes of the BHC Act, a company has control over another
company if the first company (i) directly or indirectly or acting through one
or more other persons owns, controls, or has power to vote 25 percent or
more of any class of voting securities of the other company; (ii) controls in
any manner the election of a majority of the directors of the other company;
or (iii) directly or indirectly exercises a controlling influence over the
management or policies of the other company.” The Board’s Regulation Y
also sets forth a set of rebuttable presumptions of control? Triodos’s
investment would not trigger any of the rebuttable presumptions of control
in Regulation Y with respect to Bank as a result of the transaction.

In 2008, the Board adopted a policy statement regarding equity
investments in banks, bank holding companies, and nonbanking firms. In
the policy statement, the Board noted that minority investors have avoided
exercising a controlling influence over a banking organization by, among
other means, restricting the size of their voting and total equity investment in
the banking organization; avoiding agreements that restrict the ability of the
banking organization’s management to determine the major policies and
operations of the banking organization; not attempting to influence the
banking organization’s process for making decisions about major policies
and operations; limiting director and officer interlocks with the banking
organization; and significantly limiting business relationships between the
investor and the banking organization.’ The Board typically has been
concerned that a company could exercise a controlling influence over a bank
for BHC Act purposes if the company has invested in the organization and
has significant business relationships with the organization.

2 12 U.S.C. § 1841(a)(2); 12 CFR 225.2(e).
> See 12 CFR 225.31(d).
* Board Press Release of September 21, 2008 (to be codified at 12 CFR 225.144).