CONFIDENTIAL,

Commitments by Fortress
to the
Board of Governors of the Federal Reserve System.
related to
[NEWBANK] Bank

[SIGNATURE BLOCK FOR EACH FORTRESS ACQUIRER
LISTED ON SCHEDULE A]

959149.06-D.C. Server 2A-MSW
a1


CONFIDENTIAL

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

By: Oaktree Capital Group Holdings GP, LLC
Its: General Partner

By:
Name:
Title:

By:
Name:
Title:

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:
Name:
Title:

By:
Name:
Title:

959142.03-D.C. Server 2A - MSW.
26


CONFIDENTIAL -

19. Pine Brook Acquirer has not and will not enter into any agreements or
understandings with any other Investor to act in concert for the purpose of
exercising a controlling influence over [NEWBANK] or any of its subsidiaries,
including, but not limited to, any agreements or understandings regarding the
voting or transfer of shares of [NEWBANK]; and

20. Any director representing Pine Brook Acquirer will not collude or conspire with
any other directors or shareholders of [NEWBANK] with respect to the exercise
of any director’s voting rights. Nothing in this commitment shall limit a
director’s ability to exercise its legitimate duties/rights as a director of
[NEWBANK], including the ability to consult with other directors and
shareholders as appropriate.

The terms used in these commitments have the same meanings as set forth in the BHC
Act and the Board’s Regulation Y. For purposes of these commitments, “Investor”
includes any subsidiary or affiliate of the Investor,

Nothing in these commitments releases the Pine Brook Acquirer Group from compliance
with the CIBC Act and the Board’s regulations thereunder for any subsequent acquisition
or increase in the percentage ownership of any class of voting shares of | [NEWBANK}.

Each Pine Brook Acquirer understands that these commitments constitute conditions
imposed in writing in connection with the Board’s findings and decisions related to Pine
Brook Acquirer Group’s acquisition of up to 24.9 percent of voting shares of
[NEWBANK], including a determination that no filing under the BHC Act is required for
this transaction by Pine Brook Acquirer Group, and, as such, may be enforced in
proceedings under applicable law.

[remainder of page intentionally blank]

989264.04-D.C, Server 2A - MSW
19


10,

i

CONFIDENTIAL

Own, control, or hold with power to vote securities that (when aggregated with
securities that the officers and directors of the Oaktree Acquirer Group own,
control, or hold with power to vote) represent 25 percent or more of any class of
voting securities of [NEWBANK] or any of its subsidiaries;

Own or control equity interests that would result in the combined voting and
nonvoting equity interests of the Oaktree Acquirer Group and its officers and
directors to equal or exceed 25 percent of the total equity capital of
[NEWBANK] ot any of its subsidiaries, except that, if the Oaktree Acquirer
Group and its officers and directors own, hold, or have the power to vote less
than 15 percent of the outstanding shares of any classes of voting securities of
[NEWBANK], Oaktree Acquirer Group and its officers and directors may own or
control equity interests greater than 25 percent, but in no case more than 33.3
percent, of the total equity capital of [NEWBANK] or any of its subsidiaries,

Propose a director or slate of directors in opposition to a nominee or slate of
nominees proposed by the management or board of directors of [NEWBANK] or
any of its subsidiaries;

Enter into any agreement with [NEWBANK{] or any of its subsidiaries that
substantially limits the discretion of [(NEWBANK]’s management over major
policies and decisions, including, but not limited to, policies or decisions about
employing and compensating executive officers; engaging in new business lines;
raising additional debt or equity capital; merging or consolidating with another
firm; or acquiring, selling, leasing, transferring, or disposing of material assets,
subsidiaries, or other entities;

Except in connection. with Oaktree Acquirer Group's representation on the board
of directors of [NEWBANK] (or efforts to continue such representation)
consistent with paragraph 2 above, solicit or participate in soliciting proxies with
respect to any matter presented to the shareholders of [NEWBANK] or any of its
subsidiaries;

Dispose or threaten to dispose (explicitly or implicitly) of equity interests of
[NEWBANK] or any of its subsidiaries in any manner as a condition or
inducement of specific action or non-action by [NEWBANK] or any of its
subsidiaries; or .

Enter into any other banking or nonbanking transactions with [NEWBANK] or
any of its subsidiaries, except that the Oaktree Acquirer Group may establish and
maintain deposit accounts with [NEWBANK], provided that the aggregate
balance of all such deposit accounts does not exceed $500,000 and that the
accounts are maintained on substantially the same terms as those prevailing for
comparable accounts of persons unaffiliated with [NEWBANK].

959142,03-D.C, Server 2A - MSW

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CONFIDENTIAL

Commitments by Pine Brook
to the
Board of Governors of the Federal Reserve System
related to
[NAME OF NEWBANK]

Dated: February, 2011

The persons and entities listed on Schedule A (each a “Pine Brook Acquirer”) and their
subsidiaries and affiliates (collectively, “Pine Brook Acquirer Group”), will not, without
the prior approval of the Board or its staff, directly or indirectly:

1

Exercise or attempt to exercise a controlling influence over the management or
policies of [NAME OF NEWBANK] (“[NEWBANK]”), Birmingham, Alabama,
or any of its subsidiaries;

Have or seek to have more than one representative of Pine Brook Acquirer Group
serve on the board of directors of [NEWBANK or any of its subsidiaries;

Permit any representative of the Pine Brook Acquirer Group who serves on the
board of directors of [NEWBANK] or any of its subsidiaries to serve (i) as the
chairman of the board of directors of [NEWBANK] or any of its subsidiaries, (ii)
as the chairman of any committee of the board of directors of [NEWBANK] or
any of its subsidiaries, (iii) as a member of any committee of the board of
directors of [NEWBANK] or any of its subsidiaries if the Pine Brook Acquirer
Group representative occupies more than 25 percent of the seats on the
committee, (iv) as a member of a committee of the board of directors of
[NEWBANK] if at any time such committee would have decision-making
authority for policies or actions on managerial matters (other than decisions
related to retaining third party consultants or advisers in connection with carrying
out committee duties) unless (a) recommendations of such committee as to policy
or actions on managerial matters are reviewed and approved or reviewed and
ratified by the full board, (b) such committee is carrying out functions in
accordance with a policy or parameters approved by the full board, or (c) Board
staff authorizes service on a particular committee in light of all the facts and
circumstances of the case, or (v) as a member of any committee if such |
representative has the authority or practical ability unilaterally to make, or block
the making of, policy or other decisions that bind the board, any committee of the
board, or management of [NEWBANK];

Have or seek to have any employee or representative of the Pine Brook Acquirer
Group serve as an officer, agent, or employee of [(NEWBANK] or any of its
subsidiaries;

Take any action that would cause [NEWBANK] or any of its subsidiaries to
become a subsidiary of Pine Brook Acquirer Group;

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CONFIDENTIAL

Commitments by the Trident Acquirers
: tothe
Board of Governors of the Federal Reserve System
telated to
[NAME OF NEWBANK]

Dated: February ___, 2011

The persons and entities listed on Schedule A (each a “Trident Acquirer”) and their
subsidiaries and affiliates (collectively, the “Trident Acquirer Group”), will not, without
the prior approval of the Board or its staff, directly or indirectly:

lL Exercise or attempt to exercise a controlling influence over the management or
policies of [NAME OF NEWBANK] (“[NEWBANK’ }”), Birmingham, Alabama,
or any of its subsidiaries;

2 Have or seek to have more than one representative of Trident Acquirer Group
serve on the board of directors of [NEWBANK] or any of its subsidiaries;

3. Permit any representative of the Trident Acquirer Group who serves on the board
of directors of [NEWBANK)] or any of its subsidiaries to serve (i) as the
chairman of the board of directors of [NEWBANK] or any of its subsidiaries, (ii)
as the chairman of any committee of the board of directors of [NEWBANK] or
any of its subsidiaries, (iii) as a member of any committee of the board of
directors of [NEWBANK] or any of its subsidiaries if the Trident Acquirer
Group representative occupies more than 25 percent of the seats on the
committee, (iv) as a member of a committee of the board of directors of
[NEWBANKj] if at any time such committee would have decision-making
authority for policies or actions on managerial matters (other than decisions
related to retaining third party consultants or advisers in connection with carrying
out committee duties) unless (a) recommendations of such committee as to policy
or actions on managerial matters are reviewed and approved or reviewed and
ratified by the full board, (b) such committee is carrying out functions in
accordance with a policy or parameters approved by the full board, or (c) Board
staff authorizes service on a particular committee in light of all the facts and
circumstances of the case, or (v) as a member of any committee if such
representative has the authority or practical ability unilaterally to make, or block
the making of, policy or other decisions that bind the board, any committee of the
board, or management of [NEWBANK];

4, Have or seek to have any employee or representative of the Trident Acquirer
Group serve as an officer, agent, or employee of {NEWBANK] or any of its
subsidiaries;

5. Take any action that would cause [NEWBANK] or any of its subsidiaries to
become a subsidiary of the Trident Acquirer Group;

959552.04-D.C. Server 24 -MSW
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CONFIDENTIAL

In addition, each member of the Pine Brook Acquirer Group that is not domiciled in the
United States (“Foreign Member”) commits to the following: .

13. Bach Foreign Member of the Pine Brook Acquirer Group agrees to provide all
information, without regard to whether such information is located within or
without the United States, requested in connection with any investigation, action,
or proceeding by the Board relating to:

(@) enforcement or possible enforcement of the Bank Holding Company
Act of 1956, as amended, 12 U.S.C. § 184] et seq. (“BHC Act”), or the
Change in Bank Control Act of 1978, 12 U.S.C. § 18174) (‘CIBC Act”);
and

(b) the ownership or control by the Pine Brook Acquirer Group of equity
interests in [NEWBANK],

14. Each Foreign Member of the Pine Brook 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 relating to the administration or
enforcement of these commitments, the BHC Act, or the CIBC Act. For
purposes of this commitment, the Pine Brook Acquirer Group shall at all times
maintain in the United States a designated agent, acceptable to the Board, to
accept service on its behalf, including service of any process, notice, order, or
subpoena. Bach Foreign Member of the Pine Brook Acquirer Group designates
Robert Jackowitz, Chief Financial Officer, Pine Brook Road Partners LLC,
located at One Grand Central Place, 60 East 42TM Street, 50” Floor, New York,
NY 10165, as its agent to accept such service, and will not change this
designation without notice to and consent of the Board.

Each Pine Brook Acquirer also certifies that:

15, Pine Brook Acquirer is not an affiliate of any other investor (excluding other
Pine Brook Acquirers) in the proposed transaction (individually, each an
“Investor,” and, collectively, the “Inyestors”);

16. ‘Pine Brook Acquirer has reached its decision to invest in {NEWBANK]
independently from the other Investors,

17. Pine Brook Acquirer is not managed or advised by an investment manager or
investment advisor who performs the same services for any other Investor
(excluding other Pine Brook Acquirers);

18. Pine Brook Acquirer (including any subsidiary or affiliate of a Pine Brook
Acquirer) has not engaged and will not engage as part of a group consisting of
substantially the same entities as the Investors, in substantially the same
combination of interests, in any additional banking or nonbanking activities or
business ventures in the United States without prior consultation with the Board;

999264.04-D.C, Server 2A -MSW
18


CONFIDENTIAL

interests, in any additional banking or nonbanking activities or business ventures
in the United States without prior consultation with the Board;

19. Fortress Acquirer has not and will not enter into any agreements or
understandings with any other Investor to act in concert for the purpose of
exercising a controlling influence over [NEWBANK] or any of its subsidiaries,
including, but not limited to, any agreements or understandings regarding the
voting or transfer of shares of [NEWBANK]; and

20. Any director representing Fortress Acquirer will not collude or conspire with any
other directors or shareholders of [NEWBANK] with respect to the exercise of
any director’s voting rights. Nothing in this commitment shall limit a director’s.
ability to exercise its legitimate duties/rights as a director of [NEWBANK],
including the ability to consult with other directors and shareholders as
appropriate.

The terms used in these commitments have the same meanings as set forth in the BHC
Act and the Board’s Regulation Y. For purposes of these commitments, “Investor”
includes any subsidiary or affiliate of the Investor.

Nothing in these commitments releases the Fortress Acquirer Group from compliance
with the CIBC Act and the Board’s regulations thereunder for any subsequent acquisition
or increase in the percentage ownership of any class of voting shares of [NEWBANK].

Each Fortress Acquirer understands that these commitments constitute conditions
imposed in writing in connection with the Board’s findings and decisions related to
Fortress Acquirer Group’s acquisition of up to 24.9 percent of voting shares of
[NEWBANK], including a determination that no filing under the BHC Act is required for
this transaction by Fortress Acquirer Group, and, as such, may be enforced in
proceedings under applicable law.

[remainder of page intentionally blank]

959149.06-D.©, Server 2A - MSW


OAKTREE FUND AIF SERIES, L.P. - SERIES I

By: Oaktree Fund GP AIF, LLC
Its: General Partner

By: Oaktree Fund GP II, L.P.
its: Managing Member

By:
Name:
Title:

By:
Name:
Title:

OAKTREE FUND GP, LLC

By: Oaktree Fund GP I, LP.
Its: Managing Member

By:
Name:
Title:

By:
Name:
Title:

OAKTREE PRINCIPAL FUND V GP, L.P.

By: Oaktree Principal Fund V GP Ltd.
Sts: General Partner

By: Oaktree Capital Management, LP.
Its: Director

By:
Name:
Title:

By:
Name:
Title:

959142,03-D.C. Server 2A « MSW

CONFIDENTIAL

22


CONFIDENTIAL

TRIDENT V DEPOSITORY
HOLDINGS, L.P.

By: Trident V GP Depository Holdings, LLC,
its general partner

Dated: By:
Name: James D. Carey
Title: Vice President

‘TRIDENT V PARALLEL FUND, LP,
By: Stone Point Capital LLC, its manager
Dated: By:

‘Name: James D. Carey
Title: Senior Principal

TRIDENT V GP PARALLEL DEPOSITORY
HOLDINGS, LLC

Dated: By:
Name: James D, Carey
Title: Vice President

TRIDENT V PARALLEL DEPOSITORY
HOLDINGS, L.P.

By: Trident V GP Parallel Depository Holdings, LLC,
its general parmer

Dated: By:
Name: James D. Carey
Title: Vice President

959552.04-D.C, Server 2A - MSW
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Schedule A
Trident Acquirers
The Trident Acquirers are:

CD Trident V, LLC

MH Trident V, LLC

JC Trident V, LLC

DW Trident V, LLC

NZ Trident V, LLC

Trident Capital V, L.P.

Stone Point Capital LLC

Trident V, L.P.

Trident V Parallel Fund, L.P.

Trident V.GP Depository Holdings, LLC
Trident V GP Parallel Depository Holdings, LLC
Trident V Depository Holdings, L.P.

Trident V Parallel Depository Holdings, L.P.
Stone Point GP Ltd.

Trident V Professionals Fund, L.P.

Trident V PF Depository Holdings, LLC

959552.04-D.C. Server 2A - MSW

CONFIDENTIAL

19


Schedule A
Oaktree Acquirers
The Oaktree Acquirers are: ;

Oaktree Principal Fund V (Delaware), L.P.
Oaktree FF Investment Fund AIF (Delaware), L.P.
Oaktree Principal Fund V, L.P.

Oaktree Principal Fund V (Parallel), L.P.
Oaktree Fund AIF Series, L-P. — Series I
Oaktree Fund GP, LLC

Oaktree Principal Fund V GP, L.P.
Oaktree Fund GP AIF, LLC

Oaktree Principal Fund V GP, Ltd.
Oaktree Fund GP I, L.P.

Oaktree Capital Management, L.P.
Oaktree Fund GP Ii, L.P.

Oaktree Capital I, LP.

Oaktree AIF Investments, L.P.

OCM Holdings 1, LLC

Oaktree Holdings, LLC

Oaktree Holdings, Inc.

Oaktree AIF Holdings, Inc,

Oaktree Capital Group, LLC

Oaktree Capital Group Holdings, L.P.
Oaktree Capital Group Holdings GP, LLC

959142.03-D.C. Server 24 - MSW

CONFIDENTIAL


CONFIDENTIAL

Each Oaktree Acquirer also certifies that:

13. Oaktree Acquirer is not an affiliate of any other investor (excluding other
Oaktree Acquirers) in the proposed transaction (individually, each an “Investor,”
and, collectively, the “Investors”);

14. Oaktree Acquirer has reached its decision to invest in [NEWBANK]
independently from the other Investors;

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

16. Oaktree Acquirer (including any subsidiary or affiliate of a Oaktree Acquirer)
has not engaged and wil] not engage as part of a group consisting of substantially
the same entities as the Investors, in substantially the same combination of
interests, in any additional banking or nonbanking activities or business ventures
in the United States without prior consultation with the Board;

17. Oaktree Acquirer has not and will not enter into any agreements or
understandings with any other Investor to act in concert for the purpose of
exercising a controlling influence over [NEWBANK] or any of its subsidiaries,
including, but not limited to, any agreements or understandings regarding the
voting or transfer of shares of [NEWBANK]; and .

18. Any director representing Oaktree Acquirer will not collude or conspire with any
other directors or shareholders of [NEWBANK] with respect to the exercise of
any director’s voting rights. Nothing in this commitment shall limit a director’s
ability to exercise its legitimate duties/rights as a director of [NEWBANK],
including the ability to consult with other directors and shareholders as
appropriate.

The terms used in these commitments have the same meanings as set forth in the BHC
Act and the Board’s Regulation Y. For purposes of these commitments, “Investor”
inchides any subsidiary or affiliate of the Investor.

Nothing in these commitments releases the Oaktree Acquirer Group from compliance
with the CIBC Act and the Board’s regulations thereunder for any subsequent acquisition
or increase in the percentage ownership of any class of voting shares of [NEWBANK].

Each Oaktree Acquirer understands that these commitments constitute conditions
imposed in writing in connection with the Board’s findings and decisions related to
Oaktree Acquirer Group’s acquisition of up to 24.9 percent of voting shares of
{NEWBANK\, including a determination that no filing under the BHC Act is required for
this transaction by Oaktree Acquirer Group, and, as such, may be enforced in proceedings
under applicable law.

[remainder of page intentionally blank]

959142.03-D.C. Server 24 - MSW
18


Schedule A
Fortress Acquirers
The Fortress Acquirers are:
Fortress Investment Group LLC
FIG Corp.
Fortress Operating Entity I LP
FIG LLC
FCO Fund GP LLC

Fortress Credit Opportunities Advisors LLC
FCO MA GP LLC
FCO MA Il GP LLC
FCO MA LSS GP LLC
FCO Fund 11 GP LLC
Fortress Credit Opportunities Fund (A) LP
Fortress Credit Opportunities Fund (B) LP.
Fortress Credit Opportunities Fund (C) L.P.

’ FTS SIP L.P.
FCO MA ILLP
FCO MA LSS LP
Fortress Credit Opportunities Fund Yi (A) LP
Fortress Credit Opportunities Fund II (B) LP
Fortress Credit Opportunities Fund Il (C) L.P.
Fortress Credit Opportunities Fund I (D) L.P.
Fortress Credit Opportunities Fund I (E) LP
Fortress Credit Opportunities Advisors LLC
Fortress Credit Opportunities MA II Advisors LLC
FCO MA LSS Advisors LLC
FCO MA Maple Leaf LP
FCO MA Maple Leaf GP LLC
FCO MA Maple Leaf Advisors LLC
CF Alabama Investors LP
CF Alabama GP LLC

959149.06-D.C. Server 2A - MSW

CONFIDENTIAL

20


OAKTREE PRINCIPAL FUND V, L.P.

By: Oaktree Principal Fund V GP, L.P.
Its; General Partner

By: Oaktree Principal Fund V GP Ltd.
its: General Partner

By: Oaktree Capital Management, L.P.
Its: Director

By:
Name:
Title:

By:
Name:
Title:

OAKTREE PRINCIPAL FUND V (PARALLEL), L.P.

By: Oaktree Principal Fund V GP, L.P.
Its; General Partner

By: Oaktree Principal Fund V GP Ltd.
Its: General Partner

By: Oaktree Capital Management, L.P.
Its: Director

By:
Name:
Title:

By:
Name:
Title:

959142,03-D.C. Server 2A - MSW

CONFIDENTIAL

21


CONFIDENTIAL

Schedule A
Pine Brook Acquirers
The Pine Brook Acquirers are:

PBRA LLC

Pine Brook Road Associates, LP __

Pine Brook Capital Partners (SSP Offshore) I, LP
Pine Brook Capital Partners, LP

Pine Brook Capita] Partners (Cayman), LP
Green PB-2, LLC :

Green PB-4, LLC

959264.04-D.C. Server 2A - MSW
20


BOARD OF GOVERNORS

OF tae

FEDERAL RESERVE SYSTEM
‘WASHINGTON, D.C. 2058
SCOTT, ALVAREZ
‘GENERAL COUNSED.
April 4, 2011

Brian D. Christiansen, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, NW

Washington, DC 20005

Dear Mr. Christiansen:

This letter relates to the proposed investment by Fortress Investment Group LLC,
Oaktree Capital Management, L.P.; Stone Point Capital LLC; and Pine Brook Road
Associates, LP! (individually, “Jnvestor,” collectively, the “Investor Group,” or,
“Jnvestor Shareholders”) to acquire up to 24.9 percent, respectively, of the voting
common stock of Alostar Bank of Commerce (“NewBank”), an Alabama-chartered state
nonmember bank in formation. NewBank is being formed to submit a bid to purchase
and assume substantially all the assets and liabilities of Nexity Bank, Birmingham,
Alabama, in the possible resolution of Nexity Bank through the Federal Deposit
Insurance Corporation (“FDIC”) resolution process.

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

* Each Investor, through a number of affiliates, proposes to acquire no more
than 24.9 percent of the voting common stock of NewBank.

* None of the Investor Shareholders is affiliated with any other Investor in
NewBank.

© Under the subscription agreement, each Investor has the authority to nominate
one director to the board of NewBank.” The agreement also contains standard

' Bach Investor in the Investor Group would make the proposed investment through
affiliates. A complete list of the affiliated entities that propose to make investments in
NewBank is attached to the commitments each Investor will provide to the Board.

2 ‘The NewBank board of directors will have ten members, including four Investor
directors, one director representing management, and five directors that must be
independent of both the Investors and management. NewBank has committed to the
Board that it will be in compliance with this ratio of board membership within six months
of consummation.


OAKTREE FUND GP Til, LP.

By:
Name:
Title:

By:
Name:
Title:

OAKTREE CAPITAL I, L.P.

By:
Name:
Title:

By:
Name:
Title:

OAKTREE AIF INVESTMENTS, L.P.

By: Oaktree AIF Holdings, Ino.
Its: General Partner

By:
Name:
Title:

By:
Name:
Title:

OCM HOLDINGS J, LLC

By:
Name:
Title:

By:
Name:
Title:

959142.03-D.C, Server 2A - MSW

CONFIDENTIAL

24


CONFIDENTIAL

OAKTREE FUND GP AIF, LLC

By: Oaktree Fund GP Ill, L.P.
Its: Managing Member

By:
Name:
Title:

By:
‘Name:
Title:

OAKTREE PRINCIPAL FUND V GP, LTD.

By: Oaktree Capital Management, L.P.
Its: Director

By:
Name:
Title:

By:
Name:
Title:

OAKTREE FUND GP I, L.P.

By:
Name:
Title:

By:
Name:
Title:

OAKTREE CAPITAL MANAGEMENT, L.P.

By:
‘Name:
Title:

By:
Name:
Title:

959142.03-D.C, Server 2A - MSW


Dated:

CONFIDENTIAL

NZ TRIDENT V, LLC

By:

Dated:

Name: Nicolas Zerbib
Title: Member

TRIDENT CAPITAL V, L.P.

By: CD Trident V, LLC, its general partner

By:

Dated:

Name: Charles A. Davis
Title: Member

STONE POINT CAPITAL LLC

Dated:

‘Name: James D, Carey
Title: Senior Principal

TRIDENT V, L.P.
By: Stone Point Capital LLC, its manager

By:

Dated:

Name: James D, Carey
Title: Senior Principal

TRIDENT V GP DEPOSITORY
HOLDINGS, LLC

By:

959552.04-D.C. Server 2A - MSW

Name: James D. Carey
Title: Vice President

21


CONFIDENTIAL

Commitments by the Trident Acquirers
: to the
Board of Governors of the Federal Reserve System
related to
[NEWBANK] Bank

CD TRIDENT V, LLC

Dated:

Name: Charles A. Davis
Title: Member -

MH TRIDENT V, LLC

Dated: By:

‘Name: Meryl D, Hartzband
Title: Member

JC TRIDENT V, LLC

Dated: By:

Name: James D. Carey
‘ Title: Member

DPW TRIDENT V, LLC

Dated: By:

Name; David J. Wermuth
Title: Member

959552.04-D.C, Server 2A -MSW
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CONFIDENTIAL

Commitments by Oaktree
to the
Board of Governors of the Federal Reserve System
related to
[NEWBANK] Bank

OAKTREE PRINCIPAL FUND V DELAWARE), L.P.

By: Oaktree Fund GP, LLC
Its: General Partner

By: Oaktree Fund GP 1, L.P.
Its: Managing Member

By:
Name:
Title:

By:
Name:
Title:

OAKTREE FF INVESTMENT FUND AIF DELAWARE), L.P.

By: Oaktree Fund AIF Series, L.P. —Series I
Its: General Partner

By: Oaktree Fund GP AIF, LLC
Its: General Partner

By: Oaktree Fund GP IIL, L.P.
Its: Managing Member

By:
Name:
Title:

By:
Name:
Title:

959142.03-D.. Server 2A - MSW

20


12.

CONFIDENTIAL

Own, control, or hold with power to vote securities that (when aggregated with
securities that the officers and directors of the Pine Brook Acquirer Group own,
control, ot hold with power to vote) represent 25 percent or more of any class of
voting securities of INEWBANK} or any of its subsidiaries;

Own or control equity interests that would result in the combined voting and
nonvoting equity interests of the Pine Brook Acquirer Group and its officers and
directors to equal or exceed 25 percent of the total equity capital of
[NEWBANK] or any of its subsidiaries, except that, if the Pine Brook Acquirer
Group and its officers and directors own, hold, or have the power to vote less
than 15 percent of the outstanding shares of any classes of voting securities of
[NEWBANK], Pine Brook Acquirer Group and its officers and directors may
own or control equity interests greater than 25 percent, but in no case more than
33.3 percent, of the total equity capital of [NEWBANK] or any of its
subsidiaries;

Propose a director or slate of directors in opposition to a nominee or slate of
nominees proposed by the management or board of directors of [NEWBANK] or
any of its subsidiaries;

Enter into any agreement with [NEWBANK] or any of its subsidiaries that
substantially limits the discretion of [NEWBANK]’s management over major
policies and decisions, including, but not limited to, policies or decisions about
employing and compensating executive officers; engaging in new business lines;
raising additional debt or equity capital; merging or consolidating with another
firm; or acquiring, selling, leasing, transferring, or disposing of material assets,
subsidiaries, or other entities;

Except in connection with Pine Brook Acquirer Group’s representation on the
board of directors of [NEWBANK] (or efforts to continue such representation)
consistent with paragraph 2 above, solicit or participate in soliciting proxies with
respect to any matter presented to the shareholders of [NEWBANK] or any of its
subsidiaries;

Dispose or threaten to dispose (explicitly or implicitly) of equity interests of
[NEWBANK] or any of its subsidiaries in any manner as a condition or
inducement of specific action or non-action by [NEWBANK] or any of its
subsidiaries; or

Enter into any other banking or nonbanking transactions with [NEWBANK] or
any of its subsidiaries, except that the Pine Brook Acquirer Group may establish
and maintain deposit accounts with [NEWBANK], provided that the aggregate
balance of all such deposit accounts does not exceed $500,000 and that the
accounts are maintained on substantially the same terms as those prevailing for
comparable accounts of persons unaffiliated with [NEWBANK]}.

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10.

i.

12.

CONFIDENTIAL

Own, control, or hold with power to vote securities that (when aggregated with
securities that the officers and directors of the Trident Acquirer Group own,
control, or hold with power to vote) represent 25 percent or more of any class of
voting securities of [NEWBANK} or any of its subsidiaries;

Own or control equity interests that would result in the combined voting and
nonvoting equity interests of the Trident Acquirer Group and its officers and
directors to equal or exceed 25 percent of the total equity capital of
[NEWBANK] or any of its subsidiaries, except that, if the Trident Acquirer
Group and its officers and directors own, hold, or have the power to vote less
than 15 percent of the outstanding shares of any classes of voting securities of
[NEWBANK], the Trident Acquirer Group and its officers and directors may
own or control equity interests greater than 25 percent, but in no case more than
33.3 percent, of the total equity capital of [NEWBANK] or any of its
subsidiaries;

Propose a director or slate of directors in opposition to a nominee or slate of
nominees proposed by the management or board of directors of [NEWBANK] or
any of its subsidiaries;

Enter into any agreement with [NEWBANK] or any of its subsidiaries that
substantially limits the disoretion of [NEWBANK]'s management over major
policies and decisions, including, but not limited to, policies or decisions about
employing and compensating executive officers; engaging in new business lines;
raising additional debt or equity capital; merging or consolidating with another
firm; or acquiring, selling, leasing, transferring, or disposing of material assets,
subsidiaries, or other entities;

Except in connection with the Trident Acquirer Group's representation on the
board of directors of [NEWBANK] (or efforts to continue such representation)
consistent with paragraph 2 above, solicit or participate in soliciting proxies with
respect to any matter presented to the shareholders of [NEWBANK] or any of its
subsidiaries;

Dispose or threaten to dispose (explicitly or implicitly) of equity interests of
[NEWBANK] or any of its subsidiaries in any manner as a condition or
inducement of specific action or non-action by [NEWBANK] or any of its
subsidiaries; or

Enter into any other banking or nonbanking transactions with [NEWBANK] or
any of its subsidiaries, except that the Trident Acquirer Group may establish and
maintain deposit accounts with [NEWBANK], provided that the aggregate
balance of all such deposit accounts does not exceed $500,000 and that the
accounts are maintained on substantially the same terms as those prevailing for
comparable accounts of persons unaffiliated with [NEWBANK].

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CONFIDENTIAL

Commitments by Oaktree
to the
Board of Governors of the Federal Reserve System
related to
[NAME OF NEWBANK]

Dated: February, 2011

The persons and entities listed on Schedule A (cach an “Oaktree Acquirer”) and their
subsidiaries and affiliates (collectively, “Oaktree Acquirer Group”),.will not, without the
prior approval of the Board or its staff, directly or indirectly:

1 Exercise or attempt to exercise a controlling influence over the management or
policies of (NAME OF NEWBANK] (“[NEWBANK]”), Birmingham, Alabama,
or any of its subsidiaries;

2. Have or seek to have more than one representative of Oaktree Acquirer Group
serve on the board of directors of [(NEWBANK] or any of its subsidiaries;

3. Permit any representative of the Oaktree Acquirer Group who serves on the
board of directors of [NEWBANK] or any of its subsidiaries to serve (i) as the
chairman of the board of directors of [NEWBANK] or any of its subsidiaries, (ii)
as the chairman of any committee of the board of directors of [NEWBANK] or
any of its subsidiaries, (iii) as a member of any committee of the board of
directors of [(NEWBANK] or any of its subsidiaries if the Oaktree Acquirer
Group representative occupies more than 25 percent of the seats on the
committee, (iv) as a member of a committee of the board of directors of *
[NEWBANK] if at any time such committee would have decision-making
authority for policies or actions on managerial matters (other than decisions
related to retaining third party consultants or advisers in connection with carrying
out committee duties) unless (a) recommendations of such committee as to policy
or actions on managerial matters are reviewed and approved or reviewed and
ratified by the full board, (b) such committee is carrying out functions in
accordance with a policy or parameters approved by the full board, or (c) Board
staff authorizes service on a particular committee in light of all the facts and
circumstances of the case, or (v) as a member of any committee if such
representative has the authority or practical ability unilaterally to make, or block
the making of, policy or other decisions that bind the board, any committee of the
board, or management of [NEWBANK];

4, Have or seek to have any employee or representative of the Oaktree Acquirer
Group serve as an officer, agent, or employee of [NEWBANK] or any of its
subsidiaries;

5. Take any action that would cause [NEWBANK] or any of its subsidiaries to
become a subsidiary of Oaktree Acquirer Group;

959142.03-D.C. Server 2A» MSW


CONFIDENTIAL

Commitments by Fortress
to the
Board of Governors of the Federal Reserve System
related to
[NAME OF NEWBANK}

Dated: February, 2011

‘The persons atid entities listed on Schedule A (cach a “Fortress Acquirer”) and their
subsidiaries and affiliates (collectively, “Fortress Acquirer Group”), will not, without the
prior approval of the Board or its staff, directly or indirectly: -

1 Exercise or attempt to exercise a controlling influence over the management or
policies of [NAME OF NEWBANK] (“[NEWBANK]”), Birmingham, Alabama,
or any of its subsidiaries;

2. Have or seek to have more than one representative of Fortress Acquirer Group
serve on the board of directors of [NEWBANK] or any of its subsidiaries;

3. Permit any representative of the Fortress Acquirer Group who serves on the
board of directors of [(NEWBANK] or any of its subsidiaries to serve (i) as the
chairman of the board of directors of [NEWBANK] or any of its subsidiaries, (ii)
as the chairman of any committee of the board of directors of [NEWBANK] or
any of its subsidiaries, (iii) as a member of any committee of the board of
directors of [NEWBANK} or any of its subsidiaries if the Fortress Acquirer
Group representative occupies more than 25 percent of the seats on the
committee, (iv) as a member of a committee of the board of directors of
[NEWBANK] if at any time such committee would have decision-making
authority for policies or actions on managerial matters (other than decisions
related to retaining third party consultants or advisers in connection with carrying
out committee duties) unless (a) recommendations of such committee as to policy
or actions on managerial matters are reviewed and approved or reviewed and
ratified by the full board, (b) such committee is carrying out functions in
accordance with a policy or parameters approved by the full board, or (c) Board
staff authorizes service on a particular committee in light of all the facts and
circumstances of the case, or (v) as a member of any committee if such
representative has the authority or practical ability unilaterally to make, or block
the making of, policy or other decisions that bind the board, any committee of the
board, or management of [NEWBANK];

4, Have or seek to have any employee or representative of the Fortress Acquirer
Group serve as an officer, agent, or employee of [NEWBANK] or any of its
subsidiaries;

5. Take any action that would cause [NEWBANK] or any of its subsidiaries to
become a subsidiary of Fortress Acquirer Group;

959149.06-D.C. Server 2A - MSW
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CONFIDENTIAL

In addition, each member of the Fortress Acquiter Group that is not domiciled in the
United States (“Foreign Member”) commits to the following’:

13,

14,

Each Foreign Member of the Fortress Acquirer Group agrees to provide all
information, without regard to whether 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. § 184] et seq. (“BHC Act”), or the
Change in Bank Control Act of 1978, 12 U.S.C. § 1817G) (“CIBC Act”);
and

(b) the ownership or control by the Fortress Acquirer Group of equity
interests in [NEWBANK].

Each Foreign Member of the Fortress 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 relating to the administration or
enforcement of these commitments, the BHC Act, or the CIBC Act, For
purposes of this commitment, the Fortress Acquirer Group shall at all times
maintain in the United States a designated agent, acceptable to the Board, to
accept service on its behalf, including service of any process, notice, order, or
subpoena, Each Foreign Member of the Fortress Acquirer Group designates C T
Corporation System, located at 111 Eighth Avenae, New York, NY, as its agent
to accept such service, and will not change this designation without notice to and
consent of the Board.

Each Fortress Acquirer also certifies that:

“1S.

16.

17.

18.

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

Fortress Acquirer has reached its decision to invest in [NEWBANK]
independently from the other Investors;

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

Fortress Acquirer (including any subsidiary or affiliate of a Fortress Acquirer)
has not engaged and will not engage as part of a group consisting of substantially
the same entities as the Investors, in substantially the same combination of

Such entities are (1) Fortress Credit Opportunities Fund (C) L.P. (2) FTS SIP L.P., and 3)
Fortress Credit Opportunities Fund Hf (C) L.P.

999149.06-D.C. Server 2A - MSW

18


-3-

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.

Fach Investor has stated that it does not propose to control or exercise a
controlling influence over NewBank and that its investment is a passive investment.
Accotdingly, each Investor will provide commitments prior to acquiring NewBank
similar to those on which the Board has previously relied in determining not to initiate a
conttol proceeding under the BHC Act ®

In this case, staff would not at this fime recommend that the Board find any
Investor to be acting as part of an association with regard to NewBank or to have a
controlling influence over the management or policies of NewBank, for purposes of the
BHC Act, based on the current stracture of the Investor Group’s proposed investment,
This recommendation could change, however, if the facts or relationships between any
Investor and NewBank 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 the Investor Group and
NewBank (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, NewBank for purposes of the BHC Act. Ifyou
have any questions about this matter, please contact Paige Pidano, Senior Attorney (202-
452-2803), or Amanda Allexon, Counsel (202-452-3818), of the Boards Legal Division.

Sincerely,

At
ce:  Alostar Bank of Commerce

Federal Deposit Insurance Corporation

7 12 CER 225.144 (Board press release September 21, 2008).

5 A copy of the commitments to be executed by each Investor is attached to this letter as
an appendix.


Commitments by Pine Brook
to the
Board of Governors of the Federal Reserve System
related to
[NEWBANK] Bank

{SIGNATURE BLOCK FOR BACH PINE BROOK ACQUIRER
LISTED ON SCHEDULE A]

959264.04-D.C. Server 2A - MSW

CONFIDENTIAL

2


-2-

tag-along and drag-along transfer restrictions and grants the Investors rights to
certain information about NewBank.

Under the Bank Holding Company Act (“BHC Act”), a “company” includes any
bank, corporation, general or Himited partnership, association or similar organization,
business trust, or any other trust that does not terminate within the specified time frame in
the statute? The Board has stated that a group of unrelated companies or individuals may
constitute a single company for purposes of the BHC Act if such group exhibits a
“formalized structure” that fanctions like a separate corporate, entity for the purpose of
acquiring, managing, and controlling a depository institution.’ The Board has looked to
various indicia as evidence of such an association, including the existence of written
agreements among the shareholders that materially limit such shareholder's ability to
vote, transfer or control their shares of a bank or bank holding company. In the instant
case, none of the agreements that has been presented to the Board contains provisions
that restrict an Investor’s ability to vote, transfer, or otherwise control its shares of
NewBank, and no other indicia of an association appears in the record. Additionally,
each Investor will provide commitments prior to acquiring NowBank similar to those on
which the Board has previously relied in determining that a group of investors is not an
association for purposes of the BHC Act.

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 ot policies of the other company.’ The Board’s
Regulation Y also sets forth a set of rebuttable presumptions of, control.® None of the
Investor Shareholders’ investments, individually, would trigger any of the rebuttable -
presumptions of control in Regulation Y with respect to NewBank as a result of the
transaction.

The Board noted in its 2008 policy statement regarding equity investments in
banks, bank holding companies, and nonbanking firms 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

3 12 USC § 1841(b); 12 CFR 225.2(0)(1).

4 WISCUB, Inc., 65 Federal Reserve Bulletin 773 (1979); see also Letter from Theodore
E, Allison to John P, Roemer, September 13, 1977, re: Tri City National Bank of West
Allis, aff'd, Central Bank v. Board of Governors, No. 77-1937 at 5 (D.C. Cir. 1978).

5 12 U.S.C, § 1841(a)(2); 12 CFR 225.2(e).
5 See 12 CFR 225.31(d).



CONFIDENTIAL

STONE POINT GP LTD.

Dated: By:
Name: Charles A. Davis
Title; Chairman

TRIDENT V PROFESSIONALS FUND, L.P.
By: Stone Point Capital LLC, its manager
Dated: By:

Name: James D. Carey
Title: Senior Principal

TRIDENT V PF DEPOSITORY
HOLDINGS, LLC

Dated:

‘Name: James D. Carey
Title: Vice President

959552,04-D.C. Server 2A - MSW


CONFIDENTIAL

Each Trident Acquirer also certifies that:

13, Trident Acquirer is not an affiliate of any other investor (excluding other Trident
Acquirers) in the proposed transaction (individually, each an “Investor,” and,
collectively, the “Investors”);

14. Trident Acquirer has reached its decision to invest in [NEWBANK]
independently from the other Investors (excluding other Trident Acquirers);

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

16. Trident Acquirer (including any subsidiary or affiliate of a Trident Acquirer) has
not engaged and will not engage as part of a group consisting of substantially the
same entities as the Investors, in substantially the same combination of interests,
in any additional banking or nonbanking activities or business ventures in the
‘United States without prior consultation with the Board;

17. Trident Acquirer has not and will not enter into any agreements or
understandings with any other Investor to act in concert for the purpose of
exercising a controlling influence over [NEWBANK] or any of its subsidiaries,
including, but not limited to, any agreements or understandings regarding the
voting or transfer of shares of [NEWBANK]; and

18. Any director representing Trident Acquirer will not collude or conspire with any
other directors or shareholders of [NEWBANK] with respect to the exercise of
any director’s voting rights. Nothing in this commitment shall limit a director’s
ability to exercise its legitimate duties/rights as a director of [NEWBANK],
including the ability to consult with other directors and shareholders as
appropriate.

The terms used in these commitments have the same meanings as set forth in the BHC
Act and the Board’s Regulation Y. For purposes of these commitments, “Investor”
includes any subsidiary or affiliate of the Investor.

Nothing in these commitments releases the Trident Acquirer Group from compliance
with the CIBC Act and the Board’s regulations thereunder for any subsequent acquisition
or increase in the percentage ownership of any class of voting shares of [NEWBANK].

Each Trident Acquirer understands that these commitments constitute conditions imposed
in writing in connection with the Board’s findings and decisions related to the Trident
Acquirer Group’s acquisition of up to 24.9 percent of voting shares of [NEWBANK],
including a determination that no filing under the BHC Act is required for this transaction
by the Trident Acquirer Group, and, as such, may be enforced in proceedings under
applicable law.

[remainder of page intentionally blank}

959552.04-D.0. Server 2A - MSW
18


OAKTREE HOLDINGS, LLC

By: Oaktree Capital Group, LLC
Its: Managing Member

By:

Name:
Title:

By:

Name:
Title:

OAKTREE HOLDINGS, INC.
By:

Name:
Title:

By:

Name:
Title:

OAKTREE AIF HOLDINGS, INC.

By:

Name:
Title:

By:

Name:
Title:

OAKTREE CAPITAL GROUP, LLC

By:

‘Name:
Title:

By:

Name:
Title:

939142.03-D.C. Server 2A - MSW

CONFIDENTIAL

25


10.

YW,

CONFIDENTIAL

Own, control, or hold with power to vote securities that (when aggregated with
securities that the officers and directors of the Fortress Acquirer Group own,
control, or hold with power to vote) represent 25 percent or more of any class of
voting securities of [(NEWBANK] or any of its subsidiaries;

Own or control equity interests that would result in the combined voting and
nonvoting equity interests of the Fortress Acquirer Group and its officers and
directors to equal or exceed 25 percent of the total equity capital of
[NEWBANK] or any of its subsidiaries, except that, if the Fortress Acquirer
Group and its officers and directors own, hold, or have the power to vote less
than 15 percent of the outstanding shares of any classes of voting securities of
[NEWBANK], Fortress Acquirer Group and its officers and directors may own
or control equity interests greater than 25 percent, but in no case more than 33.3
percent, of the total equity capital of [NEWBANK] or any of its subsidiaries;

Propose a director or slate of directors in opposition to a nominee or slate of
nominees proposed by the management or board of directors of [NEWBANK] or
any of its subsidiaries;

Enter into any agreement with [NEWBANK] or’any of its subsidiaries that
substantially limits the discretion of NEWBANK]’s management over major
policies and decisions, including, but not limited to, policies or decisions about
employing and compensating executive officers; engaging in new business lines;
raising additional debt or equity capital; merging or consolidating with another
firm; or acquiring, selling, leasing, transferring, or disposing of material assets,
subsidiaries, or other entities;

Solicit or participate in soliciting proxies with respect to any matter presented to
the shareholders of [NEWBANK] or any of its subsidiaries;

Dispose or threaten to dispose (explicitly or implicitly) of equity interests of
[NEWBANK] or any of its subsidiaries in any manner as a condition or
inducement of specific action or non-action by [NEWBANK] or any of its
subsidiaries; or

Enter into any other banking or nonbanking transactions with [NEWBANK] or
any of its subsidiaries, except that the Fortress Acquirer Group may establish and
maintain deposit accounts with [NEWBANK], provided that the aggregate
balance of all such deposit accounts does not exceed $500,000 and that the
accounts are maintained on substantially the same terms as those prevailing for
comparable accounts of persons unaffiliated with [NEWBANK].

959149.06-D.C, Server 2A - MSW

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