RELATIONSHIP BANKING PROPOSAL

FOR

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OUR VISION

To be recognized and respected as the premier bank in the San Francisco Bay Area for successful small and medium sized businesses and their owners, professional service firms and their partners, not for profit organizations, and real estate investors and developers. OUR MISSION

In order to realize our vision, we will develop long term, mutually beneficial relationships with our clients by exceeding their expectations through extraordinary service, superior products, and advanced technical capabilities. We will attract, retain, develop, and recognize the most talented team of bankers in our marketplace. We will be a highly valued member of our local communities and partner with not-for-profit charitable organizations to improve the communities in which we work and live.

BANKING PROPOSAL

FOR

OVERVIEW

Thank you for the opportunity to present this proposal for banking services. We look forward to our continuing our efforts directed at building a long term relationship in meeting both your current and future banking needs. We have prepared this proposal based on the information you furnished and we feel as you review the proposal that we can meet or exceed your servicing requirements. Our team of banking professionals specializes in solutions and relationship-driven banking tailored to meet the financial needs of our diverse business clients. REQUIRED BANKING SERVICES

This proposal addresses the following key elements of your servicing requirements:

A. Consolidated Account Structure

B. Wire Transfer Services

C. Automated Daily Balance Reporting

EXECUTIVE OFFICERS:

President & CEO

Steven G. Heitel

Chairman

James R. Woolwine

Board of Directors:

• Bruce H. Cabral, retired and

former Senior Executive and Chief

Credit Officer at Union Bank

• Paula R. Collins, founder and

Chief Executive Officer of WDG Ventures, Inc.

• Robert B. Leet, retired…45 years

in banking and former Chief Credit Officer at Mechanics Bank

• Stephen D. Mayer, founder of SD

Mayer & Associates

• Gregory J. Moss, Regional

Managing Principal, Western

Region at Cassidy Turley BT Commercial

• Steven H. Oliver, President of Oliver and Company

• Marina H. Park, Chief Executive

Officer for the Girl Scouts of

Northern California

• Robert T. Perry-Smith

Chair of the Perry-Smith Foundation

Relationship Banking Office:

325 Lytton Ave.

Suite 100

Palo Alto, CA 94301

Relationship Manager:

Clay Jones

EVP & Market President

Office Ph: 650-321-2899

Mobile Ph: 650-796-0313 Email: cjones@presidiobank.com

Relationship Service Manager:

Kevin Hutchison

AVP & Relationship Service Manager

Office Ph: 650-321-1324

Mobile Ph: 408-421-6292

Email: khutchison@presidiobank.com

Cash Management Solutions

Fred Bailard, Executive Vice President

415.229.8402

Email: fbailard@presidiobank.com

“PRESIDIO BANK IS COMMITTED TO MAKING THE FINANCIAL LIVES OF THE BUSINESSES WE SERVE

EASIER AND MORE CONVENIENT”.

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REQUIRED BANKING SERVICES – Cont’d

D. Sweep Account Provisions

E. Line of Credit and Term Loan

F. Investments

G. Standard Disbursement Services

H. Standard Deposit Services

I. Reporting and Account Analysis

J. Account Executive

K. Direct Deposit

L. Daylight Overdraft Provisions

M. Stop Payment V. Other Services VI. Bank Compensation

Attachments:

Exhibit A - Banking Service Charges Exhibit B - Account Analysis & Bank Statements Exhibit C - Bank Audited Financial Statements Exhibit D - Statement regarding recent or foreseen merger or acquisition

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A. CONSOLIDATED ACCOUNT STRUCTURE

Presidio Bank welcomes every opportunity to work with Bay Area successful organizations such as yours, and recognizes your ever-present financial challenges. It has been a pleasure serving your banking needs over the past 4 years.

While you’re busy meeting the demanding needs of your organization, let Presidio Bank assist you in meeting your financial goals. Our experienced professionals offer your business superior service and customized investment solutions to protect your future.

While we are deeply rooted in our local communities, we’re also a strong regional financial services company with offices throughout the Bay Area. Our financial strength allows us to provide the valuable tools, services, and meaningful benefits you need to meet your business’s banking and investment needs.

The following provides links to information on our banking offices:

Palo Alto

San Francisco

San Rafael

Walnut Creek

San Mateo (Opening later this year)

We have outlined below the account structure to meet your financial needs:

JENSEN CORPORATE

HOLDINGS, INC.

General Operating

Account

(1 Account)

JENSEN CORPORATE

HOLDINGS, INC.

Sub-Accounts

JENSEN CORPORATE

HOLDINGS, INC.

Zero Balance

Accounts

JENSEN CORPORATE

HOLDINGS, INC.

Sub-Accounts

(3 Accounts)

JENSEN CORPORATE

HOLDINGS, INC.

Zero Balance

Accounts

(5 accounts)

ACCOUNT TITLES

Jensen Corporate Holding, Inc.

Jensen Corporation Landscape Contractor

Jensen Landscape & Construction Co.

Jensen Landscaping Services, Inc.

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BANKING SERVICES

B. WIRE TRANSFER SERVICES

Presidio Bank's wire and internal transfer services are flexible and secure. Easily and securely initiate domestic, international, or book transfer wires. We can send wire transfers to anywhere in the world, in either U.S. dollars or foreign currency. Additionally, Presidio Bank offers foreign currency accounts in most commonly traded currencies.

Feature Benefits

Initiation options

Flexible options for wire initiation by: Web

Telephone

Fax Branch

Wire cut off times o Domestic 1:30pm (PST) o International 12:30pm (PST)

Outgoing wires

Versatile ways to handle domestic and international transfers:

Repetitive

Non-repetitive

Reverse wires

Intra-day book transfers

Wire notifications

Available via: With real time integration to our core system incoming wire notifications occur in minutes

Email

Text

Phone alerts

Security Enhanced security: Tokens

Multi-Factor Out of Band

Password-protected entry to initiate transfer

128-bit encryption

Authorization for specific users User-defined dollar limits

Dual authorization option

Use of a VPN Encryption Channel with 268-bit encryption, harden shell browser and two way authentication

Please see Business eBanking Demo for an online demonstration

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C. AUTOMATED DAILY BALANCE REPORTING

BUSINESS EBANKING

This is the service you are currently using.

With Presidio Bank’s Business eBanking you will have access to a range of features including:

Real-time account activity and history

Daily Float Activity

Access to originate both credit and debit ACH transactions

Access to originate Domestic and International wire transfers

Transfer between your Presidio Bank accounts

Make Loan Payments or Advances

View Statements and check images

Place Stop Payments

Make Electronic Tax Payments - State & Federal

Pay bills through our Bill Pay Service

Export Transactions to Quicken, QuickBooks, Money, or CSV

Presidio Bank’s eBanking is the Internet access point for management of your company’s finances. Take advantage of the efficiencies gained through immediate access to real-time banking information.

Watch the eBanking Demo

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Note: We will be doing a major upgrade of this service in the third quarter and adding a new business mobile banking solution. SECURITY

We take online banking security serious and in addition to multi-factor, heightened passwords, encryption, tokens, etc., we continue to evaluate the market for added enhancements. We partnered with Marble Security, a Bay Area company, to add yet another layer of protection for our clients:

• Marble took a unique approach which assumes the computer is infected and does not care • Malware is not a factor, their hardened platform and browser are not effected by today’s infections • VPN Tunneling prevents hacking and provides two way authentication • Keyboard encryption stops key logging thereby preventing Man in the Middle attacks • It’s difficult to clean a computer, so they run their own sterile “computer” on our client’s hardware

Click Here for More Information

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BASIC BUSINESS EBANKING

This is an optional service for your consideration, which has a lower monthly cost, $20 verses the full Business eBanking service at $60. While you would not have wire or ACH functions with this service as your outgoing wire activity is low these could be handled through secure encrypted email, fax or phone. As your ACH is a payroll file we could support your downloading it from your accounting system and forwarding to us through our secure encrypted email.

With Presidio Bank’s Basic Business eBanking you will have 24x7 access to your accounts and a range of features including:

Real-time account activity and history

Make fund transfers between your Presidio accounts and common account names at other financial institutions

Daily Float Activity

Transfer between accounts

Make Loan Payments or Advances

View Statements and check images

Place Stop Payments

Make Electronic Tax Payments - State & Federal

Pay bills through our Bill Pay Service

Access to financial management tools

Export Transactions to Quicken, QuickBooks, Money, or CSV

Presidio Bank’s eBanking is the Internet access point for management of your company’s finances. Take advantage of the efficiencies gained through immediate access to real-time banking information.

BASIC BUSINESS EBANKING OVERVIEW

Access your accounts 24 hours a day. It’s fast, easy, and secure. As a Presidio Bank customer you can manage your money any time you want from any computer. When it's convenient for you, Presidio eBanking will be there. Balances and Transactions

View balances and transactions real time. View monthly statements and check images. Place stop payments and more. Transfer Money

Easily transfer money between your Presidio Bank accounts absolutely free. You may move money to your checking account to cover purchases or your loan accounts to make a payment. With our External Transfer options, you may choose to move your money the next day or within three business days to and from your Presidio Bank accounts and those you may have at over 30,000 other financial institutions and investment brokerages. There is a six monthly limit for certain transactions from savings and money market accounts. Please see your deposit account disclosures for details. Alerts and Reminders

Establish email alerts for balances, payment dates, past due dates or even custom personal reminders. FinanceWorks

TM

Within Presidio ebanking, FinanceWorks can automatically categorize transactions from your accounts and provide easy-to-read charts and reports that can help you set goals, manage spending, and save more money.

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Presidio Bill Pay

Presidio Bill Pay is fully integrated into your Presidio eBanking services. View all your electronic bills and pay your bills in one place, making bill paying faster and easier. Bill Pay even integrates with Financeworks so you can easily manage your spending.

Watch the eBanking Demo

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FINANCEWORKS

See All Your Accounts in One Place

Using FinanceWorksTM; you will be able to pull information from more than 23,000 financial institutions and creditors. So you can integrate and see your loan, and credit checking, savings/investment, card account details on a dashboard-style single page, all securely within Presidio eBanking. Know Where You're Spending

FinanceWorks can automatically categorize transactions from your accounts, even using custom categories that you create, and provides easy-to-read charts and reports that can help you manage spending. View Upcoming Bills

Presidio Bill Pay information integrates with FinanceWorks, so you can view all your bill payment activity in one convenient tool. Set Spending Goals

Select categories and set spending limits. You enable alerts and reminders for when you are close to or over your spending goals, helping you to stay on track and on budget.

Watch the FinanceWorks Demo

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BILL PAY Simple and secure. Making it easy to pay your bills.

Forget about writing checks. With Presidio Bill Pay, you can pay anyone in the U.S. right from your computer. Bill Pay is fully integrated with Presidio eBanking. Manage Your Bills

Whether you can pay your bills electronically or need to send a check, add all your bills in Bill Pay and manage your payments in one convenient place. Set Up Reminders

With Bill Pay, you can set up alerts and decide when you'd like to be reminded. The choice is yours. You can even set up recurring, automatic payments so that you never have to worry about missing a due date. Easy to Use Dashboard

The Presidio Bill Pay screen shows all of your registered bills, as well as pending payments, recent payments, and enables you to easily pay any or all of your bills on the spot.

Watch the Bill Pay Demo

MOBILE BANKING

With Mobile Banking, you will be able to:

Access your deposit and loan accounts

Pay your bills anywhere, anytime with Bill Pay

Transfer funds immediately to any of your Presidio Bank

Accounts

• Locate banking offices and Phone numbers

• Receive text message banking information

• Mobile Remote Deposit Capture allows you to instantly

deposit checks using a mobile Smartphone camera

Supports iPhone, Android smart phones and iPad/Tablets

Watch the Mobile Banking Demo

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We as well support these additional Mobile Banking options: Click on a link below for a demo

Web Mobile Banking Text Messaging

D. SWEEP ACCOUNT PROVISIONS

Investment Banking Services

Investment and Loan Sweeps can be used independently or combined to maximize investment opportunities and minimize outstanding balances. These can as well be combined with other investment opportunities such as Business Money Market and CD accounts to meet the client's needs. Investment Sweep – A service you currently use

Business Investment Sweep allows you to earn income on excess balances. You have the option of selecting a target balance that best suits your financial strategy. At the end of the business day, excess collected funds are swept into an on-balance sheet overnight investment. Funds automatically transfer back to their checking account as needed based on the pre-determined target balance. Benefits to our Client:

Convenience of automatically investing excess balances

Increased earnings potential – current interest rate 0.10%

Access to invested funds

FDIC insured to the maximum permitted by law

Line of Credit Sweep – A service you currently use

If you would like to reduce your interest expense automatically, you can minimize outstanding balances on your Line of Credit by sweeping excess collected funds from your checking account. Based on a pre-determined target balance, funds are automatically transferred to/from your line into your checking account as needed. Benefits to our Client:

Reduce interest expense

Improve financial control

OTHER INVESTMENT OPPORTUNITIES

Business Money Market

Increase returns on cash balances without the time and expense of moving money to third-party investment securities You spend hours trying to manage your excess funds - transferring idle cash to brokerage houses or mutual funds - seeking to maximize earnings. Our Business Money Market Deposit Account pays a market competitive rate on their cash balances, saving you valuable time spent researching and transferring funds to third parties. As a result, you have more time to focus on core business activities.

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Business Money Market Deposit Account Benefits:

Offers market-competitive interest rate

Earns interest on your working capital balances

Improves cash flow through safe, liquid investment alternative

Provides access to balances whenever needed

Minimizes fees associated with transferring balances to and from other institutions

Reduces the time spent researching investment alternatives

FDIC insured to the maximum permitted by law

Business Certificate of Deposits Increase returns on idle cash balances slated for future use

An important part of total liquidity management is choosing the right investment vehicle to increase the earnings on excess and idle cash. When you don't need immediate access to these funds, or don't want to expose them to the market risk associated with other types of investments, put them to work earning a fixed interest rate in a Presidio Bank Corporate Certificate of Deposit (CD). CDs are bank issued interest-bearing instruments and FDIC-insured. With CDs, you generally earn higher rates than with other savings products, depending upon the length of time, or term, that your money is on deposit. Presidio Bank offers CDs with terms to meet whatever your business needs. When your CD nears maturity, you'll have the opportunity to reassess your cash flow needs and decide the best next course to take. Let the funds automatically reinvest for the same maturity term at the then current rate, reinvest at a different term that better fits your current plans, or have your proceeds deposited into the Presidio Bank account of your choice. Corporate Certificate of Deposit Benefits:

Offers market-competitive fixed interest rate for a specified term

Earns interest on balances held for specified period of time without the market risk associated with some other investment options

Eliminates fees associated with transferring balances to and from other institutions and investments

FDIC insured to the maximum permitted by law

E. LINE OF CREDIT AND TERM LOAN

We are delighted that you have given Presidio Bank the opportunity to submit a proposal for the financing of your working capital and 2014 equipment purchases. Below you will find the pricing and terms envisioned for the loan transaction which we discussed. Borrower: Jensen Corporate Holdings, Inc.

Guarantor(s): Jensen Corporation Landscape Contractors; Jensen Landscape Services, Inc.; Jensen

Landscape & Construction Company; Huppe Landscape, Inc. Jensen Tree Services, Inc. Loan A:

Loan Amount/Type: $3,000,000 Revolving Line of Credit

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Purpose: Working Capital

Maturity: One Year (5/15/15)

Repayment: Interest due monthly with principal and any accrued interest due at maturity

Interest Rate: Wall Street Journal Prime rate index plus a 1.00% margin. The Prime index as of April 15, 2014

is 3.25%. Subject to a 5.00% interest rate floor. (Previously a 5.50% interest rate floor)

Prepayment Penalty: N/A

Loan Fee: $7,500, 0.25% per annum (unchanged)

Other Fees: None

Conditions: Principal Balance will be rested to zero balance each year for thirty (30) consecutive days

Availability: The Line of Credit is not subject to a borrowing base formula.

Automated Sweep: Bank will continue to maintain an automated sweep of all available / required funds in

Borrower’s checking account in excess / shortfall of $100,000 for the repayment / advancement of principal balance.

Loan B:

Loan Amount/Type: $827,162.05 Fully Amortizing Term Loan (existing balance as of 4/11/14)

Purpose: Refinance of existing Term Loan that matures on February 15, 2015 and was originally provided

for the acquisition of Huppe Landscape Services, Inc. Maturity: Three (3) years from date of documentation, fully amortizing.

Repayment: Thirty-six (36) months of equal payments of principal and interest, paid via auto debit monthly.

(If amortized today, the effective loan rate would measure 4.84%, which would equate to monthly payments of $24,731.41, previously $78,619.41)

Interest Rate: Fixed for the duration of the loan, based on the 3-year Constant Maturity Treasury (CMT), plus

4.00% spread over margin. As of today, April 15, 2014, the 3-year CMT measured 0.84%. Therefore, if documented today, the effective loan rate would measure 4.84%. The rate will be locked at documentation.

(Previously fixed at 6.50%)

Prepayment Penalty: None

Loan Fee: None (original fee of $5,000 paid)

Loan C:

Loan Amount/Type: $500,000 Fully Amortizing Term Loan

Purpose: Purchase of new equipment.

Maturity: Six (6) months draw period, five (5) years fully amortizing thereafter.

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Repayment: Interest only draw period followed by sixty (60) months of equal payments of principal and

interest, paid via auto debit monthly. Interest Rate: Prime + 1%, floating during the initial draw period. Balance will be fixed at the then 5-year

Constant Maturity (CMT), plus 3.50% spread over margin. As of today, April 15, 2014, the 5- year CMT measured 1.63%. Therefore, if amortized today, the effective loan rate would be fixed at 5.13%.

Prepayment Penalty: N/A

Loan Fee: $1,000 (.20% of Commitment amount)

Other Fees: None

Conditions: Borrower to provide to Bank, copies of invoices of equipment financed under this facility.

Availability: 100% of equipment purchased, excluding any soft assets, such as installation, service, service,

or maintenance. All Loans

Collateral: UCC-1 priority lien on all of the company’s and subsidiaries’ assets.

Conditions and Covenants: Conditions and covenants of the loans will include, but may not be limited to:

1. Presidio Bank will be the principal depository bank during the term of the loan. Loan payments to be made by

automatic debit from Borrower’s account with Presidio Bank. 2. Annual CPA reviewed fiscal year end financial statements for Borrower and Guarantors (Consolidated) due within

90 days after fiscal year end. 3. Quarterly company prepared financial statements and work in progress reports for Borrower due within 30 days

after quarter end. 4. Quarterly accounts receivable aging and accounts payable aging for Borrower due within 30 days of quarter end. 5. Annual forecasts, budgets, or other information reasonably requested by Bank

The following financial covenants are to be maintained at all times:

1. Minimum debt service coverage ratio of 1.50 must be maintained, measured on a rolling four-quarter basis, tested quarterly, and beginning with 6/30/14. Ratio is computed by dividing earnings before interest, taxes, depreciation and amortization and non-cash ESOP expenses, by total debt service (defined as interest expense for the period plus current maturities of long term debt). (Previously minimum debt service coverage ratio of 1.25 required, tested annually)

2. Minimum tangible net worth, at all times, of $3,000,000, tested quarterly beginning 6/30/14. For calculation

purposes, tangible net worth equals total assets less liabilities and intangible assets plus subordinated debt; loans to (or receivables from) shareholders will be considered intangible. (Previously minimum tangible net worth, at all times, of $3,400,000, tested quarterly)

3. Borrower shall be profitable annually after dividends/distributions. 4. Borrower will obtain no new unsecured debt without prior written consent of Bank. 5. Borrower will obtain no new loans from employees in connection with the repurchase of stock without prior written

consent of Bank.

Additional due diligence items required for underwriting:

Final CPA reviewed financial statement for fiscal year end 2013

Revised 2014 annual forecast

3/31/2014 company prepared financial statements, WIP reports, A/R agings, and A/P agings

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Borrower agrees and consents to Bank's prospective sale or transfer of one or more participation interests in the loans. In connection with such prospective sale, Bank may provide, without limitation, any information or knowledge Bank may have about Borrower or about any other matter relating to the Loans.

Please be advised that the loans are subject to receipt of additional due diligence items, underwriting, and loan approval, and therefore this letter does not constitute an offer to lend money or extend credit, although we may extend such an offer in the future.

The proposed credit accommodations are made available subject to the terms, condition and provisions of comprehensive loan documents to be executed by Borrower, including without limitation, a business loan agreement, all in form and substance satisfactory to Presidio Bank.

F. INVESTMENTS

Please see E. above for detail regarding the financing of Jensen fixed asset Investments. G. STANDARD DISBURSING SERVICES BUSINESS CHECKING ACCOUNTS – COMPARISON CHART

Account Business Basic

Checking

Business Interest

Checking

Nonprofit Checking

IOLTA Account Account Analysis Checking

ATM / Check Card Yes Yes N/A N/A Yes

Check Writing Privileges

Yes Yes Yes Yes Yes

Combined Statements

N/A N/A N/A N/A Yes

e-Statement Yes Yes Yes Yes Yes

Fee Per Extra Transaction

Yes Yes Yes Yes N/A

Interest Bearing N/A Yes No Yes N/A

Minimum to Avoid Service Charge

$5,000 Average Monthly Balance

$5,000 Average Monthly Balance

$5,000 Average Monthly Balance

$5,000 Average Monthly Balance

Varies depending on usage

Minimum To Open $5,000 $5,000 $5,000 $5,000 N/A

Number of Checks Paid

150 150 150 150 N/A

Number of Items Deposited

200 200 200 200 N/A

Online Banking Yes Yes Yes Yes Yes

Online Bill Pay Yes with Online

Banking Yes with Online

Banking Yes with Online

Banking Yes with Online

Banking Yes with Online

Banking

Service Charge Yes Yes Yes Yes Yes - Varies

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ACH SERVICES

ACH services automate payments and collections so you can better forecast and optimize your cash flow and simplify your accounting procedures. Whether your customers are businesses or consumers, our services speed collections and reduce float times, manual data entry errors, and costs.

We offer a number of services that electronically collect and disburse funds with vendors, companies, employees, and customers.

Electronic debits -- Automatically collect payments from customers by debiting their accounts.

Cut costs associated with receiving checks

Decrease outstanding receivables

Electronic credits -- Make electronic payments by crediting accounts for payments and payroll.

Reduce costs associated with writing checks

Control the settlement timing on payables

End of Day Cut-Off Time

3:00pm (PST)

Fraud Protection Services

• Positive Authorization Processing • Account Blocking Feature • Filtering Company Accounts

CONTOLLED DISBURSEMENT ACCOUNTS

We no longer offer this service as we have seen relatively no demand since the elimination of the float factor. Due to service costs and its value return we see only the large mid-size and major corporations using this service as the early morning presentment window still provides them value do to their large daily check disbursement settlement.

H. STANDARD DEPOSIT SERVICES ACH SERVICES

See ACH comments above

TRADITIOANL DEPOSIT SERVICES

Branch deposits (note night drop deposit services are not available at our banking offices)

Mail deposits Correspondent Bank local branch deposit services and night deposit services at hundreds of locations in

the Bay Area

REMOTE CHECK DEPOSIT – A service you currently use

Presidio Bank provides a state of the art Remote Check Deposit product, an innovative solution to help you meet the growing demand for remote deposit solutions. Remote Check Deposit is a quick, convenient way to make check deposits to your Presidio Bank account, regardless of your location. This service as well has the capability to process remittances such as billing invoices and HOA dues, so that you have one platform to process all your deposits.

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How it works

1. We provide you with a secure website address and a scanner to attach to your PC. Single and multi-feed scanners are available dependent upon your check volume needs.

2. The scanner captures the front and back of each item and MICR line information.

3. When possible, the system will automatically read the check dollar amounts using Courtesy Amount Recognition and Legal Amount Recognition (CAR/LAR). You simply key unread amounts.

4. Your deposit is totaled and balanced to your input to help ensure accuracy.

5. Captured images of checks for deposit are uploaded to a secure server, analyzed for image quality, posted to your account and routed through the bank’s clearing house. Benefits

• Increased deposit frequency and timing ensures faster access to funds

• Streamline your operations and improve productivity

• Eliminate daily trips to the bank or courier service

• Make deposits until 5:00 p.m. Pacific Time

• No expensive IT requirements

• Duplicate items are identified prior to deposit

• Accelerated check clearing reduces the risk of fraud by speeding the collection process

Features

• Deposit checks from your desk using Presidio Bank’s eBanking system. • Later deposit cut-off times allow you to submit more checks into each day’s deposit, and receive

same-day ledger credit. • The Remote Check Deposit service requires no software, so you won’t need expensive IT resources

to set it up or have to install new software for every enhancement. • Discretionary data fields allow you to enter customized information about the checks you deposit. You

can download reports in a variety of standard formats and upload the information to your receivables system.

Service Requirements

• PC with a USB 2.0 port

• Windows 2000 or XP

• High speed Internet connection

• User admin rights to the PC

• Port 80 is Open on Network

• Secure storage for retention of scanned checks

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** FIS = FIDELITY INFORMATION SERVICES – A NATIONAL SYSTEMS PROVIDER TO THE BANKING INDUSTRY

I. REPORTING AND ACCOUNT ANALYSIS

At Presidio Bank, we anticipate the needs of our business client's and provide all the right tools to help them manage their day-to-day treasury operations. Our full range of products and services offers them more flexible solutions for greater control over all aspects of their treasury activity.

Our Account Analysis system, which you use today, calculates and reports client's monthly activity charges to help them manage their company's Treasury Management relationship. The statement summarizes monthly

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account balance Information in addition to providing a detailed listing of the monthly activity charges, categorized by related service.

Information is defined as follows:

Activity Definition

Average Ledger Balance

Daily ending balance after all transactions have been posted. The daily ledger balances are totaled for the month and divided by the number of calendar days in the month.

Average Daily Float

Average amount of each day's ledger balance that is in the process of collection. Daily Deposit Float balances are totaled for the month and divided by the number of calendar days in the month.

Adjusted Average Collected Balance

Average Ledger Balance minus the Deposit Float.

Legal

Reserve The amount of your balance that Presidio Bank keeps on reserve with the Federal Reserve to comply with regulators... Reserves are computed by applying the reserve rate to the Average Collected Balance.

Average Available Balance

The Average Collected Balance in that account available after deducting the Reserve Requirement for that account and is used in the calculation of the Earnings Allowance. This excludes any balances that are not eligible for Earnings Credits (for example balances in interest bearing accounts).

Additional Ledger Balance Needed

The total balances needed to offset the cost of analyzed services for all accounts in the relationship. This is calculated by multiplying analyzed charges for the month by the amount required to offset $1 in service charges. Note: this is only applicable if an account is eligible for an Earnings Allowance.

Current Month Position

The amount of your Average Collected Balance that remains after calculating the Collected Balance Required. A positive number indicates that there was sufficient Average Collected Balance to offset the Collected Balance Required. A negative number indicates that there was not sufficient Average Collected Balance to offset the Collected Balance Required.

An Earnings Allowance is calculated on Investable Balances in the client's account, and offsets Bank activity charges.

Additional account analysis calculations are determined as follows:

Activity Calculation

Earnings Allowance

Computed each month by multiplying the earnings credit rate by the number of calendar days in the billing period divided by the number of calendar days in the year; times the Investable Balance.

Total Services The sum of the analyzed services rendered, which can be

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Provided offset with the Earnings Allowance.

Total Fee Based Charges

The sum of all services that are not eligible to be offset by Earnings Allowance.

Excess/Deficit Fees

Analyzed Charges minus any applicable Earnings Allowance. An Excess Fee is incurred when the Earnings Allowance amount is greater than the total Analyzed Charges. This is represented by a positive number. A Deficit Fee occurs when the Earnings Allowance is less than the Total Analyzed Charges. This is represented by a negative number. (Deficit fees are commonly referred to as Balance Deficiency Fees.)

Net Short Fall Due

The total of any Deficit Fees and Fee Based Charges. The method of payment (for example, Debit) for any Amount Due will be printed directly under the Total Amount Due.

J, ACCOUNT EXECUTIVE Primary Relationship Manager

Clay Jones Executive Vice President & Mid-Peninsula Market President Office Ph: 650-321-2899 Mobile Ph: 650-796-0313 Email: cjones@presidiobank.com

Clay Jones has over 17 years of experience as a proven leader in the establishment and growth of community and commercial banking organizations. He was most recently the organizing and initial President and CEO of New Resource Bank, assisting in growing it from its startup phase to over $170 million in total assets.

Mr. Jones currently serves as an Advisor or Board member to a number of community organizations

including Pacific Community Ventures, JobTrain and the Episcopal Diocese of California. He previously

served in corporate capacities for subsidiaries of Greater Bay Bancorp. He was the Executive Vice

President & Chief Operating Officer of Cupertino National Bank in addition to Executive Vice President /

Manager of the Venture Banking Group.

Mr. Jones graduated from the University of the Pacific with a Bachelor of Science degree in Business Administration.

Primary Relationship Service Manager

Kevin Hutchison

AVP & Relationship Service Manager

Office Ph: 650-321-1324

Mobile Ph: 408-421-6292

Email: khutchison@presidiobank.com

Complete listing of office staff – Click Here

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K. DIRECT DEPOSIT

Direct Deposit services enable our client's to provide their employees the ability to have their pay deposited directly into their personal accounts securely, reducing costs associated with reconcilement, postage, and check printing, and virtually eliminating the expense of stop payments and reissues for lost or stolen paychecks. Clients also can direct deposit payments to retirees and shareholders. Whether they've designated a Presidio Bank account or another financial institution, they can arrange to credit their accounts and debit their company's Presidio Bank account for the total amount.

Direct Deposit

How It Works 1. Client's can enroll participating employees in Direct Deposit by collecting their relevant bank account information

2. Combine this information with each employee's pay amount and

send it to Presidio Bank electronically at least two days before the scheduled payday

3. On the morning of payday, the funds are waiting for their employees in their bank accounts

Options for Data Transmission

Business eBanking ACH: Client's can import files from their payroll

system to their PC and transmit them to Presidio Bank through Business eBanking in a NACHA format for Direct Deposit services, or key the payroll information directly into the Business eBanking

We also support your pulling an excel or CVS file from your

accounting payroll system and sending to the bank via our secure encrypted email service.

Company Benefits Eliminates the expense of stop payments and reissues for lost or

stolen paychecks

Reduces costs associated with reconcilement, postage, and check printing

Simplifies the distribution of payroll to offsite employees

Eliminates special handling of absent employees' checks

Provides an excellent addition to your employee benefits package

Direct Deposit may also be used to deposit expense reimbursements, pension payments, dividends, and other disbursements

Direct Deposit can usually be implemented at your company within 10 days of requesting the service from Presidio Bank

Employee Benefits Eliminates extra trips to the bank

Provides the security of knowing pay is deposited even when the

employee is out of the office

Gives employees the flexibility to split deposits between a checking and savings account at the financial institution of his or her choice

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L. DAYLIGHT OVERDRAFT PROVISIONS

The primary bank account of Jensen is linked, automatically, to a sweep on the Revolving Line of Credit. This serves as an “overdraft” facility in the amount proposed of $3,000,000.00 (Three million dollars), negating the need for a separate Overdraft Line. Additionally, Presidio Bank is a “pay-all” bank, and any overdrawn account (no availability under the Line of Credit) of Jensen would receive a phone call and settlement would occur with disposition between Jensen and Presidio Bank.

M. STOP PAYMFENTS

You can request a stop payment online (check only), by phone (check and ACH items) or by visiting your local banking office and speaking with your Relationship Services Manager.

A sample stop payment request form is attached within Exhibit E...

For online service once logged in select the Stop Payment link on the Account Services tab.

To place stop payments for a check or ACH item via phone please call your Relationship Services Manager’

Please have the following information available when speaking to your banking office:

o Checks - Please provide the Name of Payee, Account Number, Paper item number or range of paper item

numbers, Paper item date and Amount of item.

o ACH items – Please provide the Company Name, Account Number, ACH Merchant ID and/or Company ID (can be found by reviewing a previous transaction) and Amount of item

More information about stop payments

The stop payment will remain in effect for six months. . To remove a stop payment, please call your Relationship Services Manager or visit a local store.

There is a stop payment fee of $10.00 for new and renewal stops placed.

Placing a stop payment order does not release you from any contractual agreements. You may still be held to the terms of the agreement.

V. OTHER SERVICES Debit/ATM Card

Visa® Check Card enhances a standard ATM card by allowing businesses to use the card

for purchases at locations that accept Visa. This card still functions as a standard ATM card when used with a PIN at an ATM or POS device. Since the Visa logo appears on the front of the card, the card resembles a credit card to merchants. Purchase amounts made with these cards are deducted directly from your checking account at Presidio Bank.

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How You Benefit:

Your access is increased by millions of merchants worldwide who accept Visa

Reduces your risk over that of using cash

Eliminates your need to issue checks

Inconvenience of check writing is eliminated

ATM foreign machine charges are reimbursed to you

Your record keeping is simplified, as transactions appear on your checking account statement

CD ROM CHECK IMAGING

Service Overview

Provides our business clients with:

Monthly CD ROM including:

Bank Statement(s)

Check images (front and back of checks)

Each CD ROM can hold up to 25,000 check images

Multiple accounts can be placed on one CD ROM

Software is provided to view and research check images

Clients can sort check images by amount, check number, account, etc.

Checks can be magnified and rotated on screen for ease of research & more

Client Benefits

Provides our business clients with an alternative to receiving their physical statements & checks for long term business, audit and regulatory requirements (Note: Online banking only provides the client with access to information up to 12 months)

Reduces storage costs

Improves ability to research bank statements & checks

Enhances security of bank statements & check information through access ID and Password controls

Check images can be merged into a form letter document to facilitate client responses to their vendors or customers

Pricing

Initial One Time Set-up Fee $25.00. $30.00 fee for each CD issued, which is generally once per year

Costs can be included within account analysis

Implementation Process

Upon receiving executed service agreements there is a two (2) week set-up time frame

POSITIVE PAY SERVICES – FRAUD PROTECTION

Presidio's Positive Pay service automatically matches each check presented for payment against a list of checks issued. Discrepancies are flagged through our Business eBanking service, so you can decide whether to pay or decline a suspect check. Our online real-time Teller Payee Positive Pay system—one of the first systems of its type in the country—gives tellers the information they need to decline suspect checks presented for payment at our branches.

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Benefits

Automatically identifies possible fraud—As you issue checks, the issue date, check number, amount and payee

information are entered into our clearing system. Any item that does not match the information you provide must be verified before it is paid.

Payee Positive Pay helps reduce the potential of fraud loss—Presidio matches the payee name on the check

to the list of check details you provided to the Bank. If a match is made, the check is cashed. If not, the fraudulent check is reported back to you seamlessly through Business eBanking.

Delivers suspect check images online—By using our Business eBanking, you can review images of suspect

checks and relay your decision electronically

MERCHANT CARD SERVICES

We have partnered with Merchant e-Solutions to utilize their flexible full-service global payment service that takes a transaction from initiation through to clearing and funding. This provides our clients with a wide-range of feature rich payment solutions and supports all the major card networks.

Check Out The Various Solutions We Offer In Support Of Your Needs: (Click the services you find of interest to learn more)

In-Person Point-of-Sale Solutions

E-Commerce - Payment Gateway

E-Commerce - Pay Here Hosted Solution

E-Commerce -Third Party Payment Integration

Mail-Order/Telephone-Order - Virtual Terminal

Mail-Order/Telephone-Order - Tele-Pay

Business-2-Business Payments

Mobile Solutions

Scheduled Payments - Account Updater

Scheduled Payments - Automated Payment Solutions

Merchant Card Virtual Terminal

Using technology and innovation to create a competitive edge.

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Browser-Based & Secure

• Browser-based payment solution that surpasses software-based solutions and requires only a computer, a browser, and access to the web.

• Meets Payment Card Industry (PCI) Data Security Standards.

• Eliminates the need for merchants to store credit card data—making it easier for merchants to be PCI compliant.

• Association changes and feature enhancements handled by Merchant e-Solutions, so merchants never have to upgrade payment software.

• Intelligent application that minimizes data entry, helps keep transaction costs down, and alerts users to transactions with high risk characteristics.

Intelligently Engineered Feature Description Easy Access All that’s needed are a computer, a browser, and web access. Maintenance Free Enhancements and changes are handled by MeS at the host level so merchants

never have to update payment software. Flexible Payments Supports card present and not present environments, single and batched

transactions, and recurring and installment payments. Customer record import and export tools make it easy to process payments for repeat

customers with minimal data entry. Reduced Data Entry Auto-identifies business, commercial, and purchasing cards so added information is

requested only for those transactions.

Easy Batch Management Simple batch management tools make it easy to hold and settle transactions once

merchandise or services have been delivered.

Strong Risk Controls Adjustable tolerance levels for Address Verification (AVS) and Cardholder Verification

(CVV) results—with alerts for high risk transactions. At-a-Glance Home Page real-time snapshots of transaction, customer, and batch information with

quick link to view more detailed information.

Custom Reports Merchants can easily create customized reports and download files with just a few

mouse clicks.

VI. BANK COMPENSATION

Within our analysis system we can support net settlement on a 30, 90, 180 or 365 day basis so we can meet your need for annual settlement. This means your company would pay for any negative position at the end of the annual period. Any surplus Earning Credit position would revert to a zero position to begin the next analysis period. Should you decide to pursue a monthly analysis structure statements will be mailed by the 5

th day of the following month and charges will be

automatically debited on statement generation date. Bank statements are generally available through online banking on the 3

rd business day of the month.

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ATTACHMENTS

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EXHIBIT A

BANKING SERVICE CHARGES

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ATTACHMENT A - BANKING SERVICES CHARGES

Any and all anticipated service charges must be shown on this form to be applicable under the

agreement. Add additional lines as required.

Service Unit Unit Charge Cost of Service Account Maintenance Per month $17.00

Daily Balance Reporting Per month $80.00 Business eBanking

(includes Wire and ACH

modules)

$60.00 Business eBanking

without Wire & ACH

$20.00 Small Business eBanking

(includes mobile banking and

financeworks)

Zero Balanced Accounts Per Month $10.00

Master Account Per month No Charge

Subsidiary Accounts Per month $17.00

Correspondent Account Per Month $30.00

Correspondent ZBA Account Per Month $25.00

Business Investment Sweep Per Month $25.00

Credits Posted Per transaction $1.00

Debits Posted Per transaction $0.12

Encoding charge Per transaction No encoding charge but there is a

$0.12 item clearing charge

ACH Processing Per transaction Originations debit/credit are

$0.25

Origination of file Per tape No Charge

ACH Daily Settlement Per Batch $1.25

ACH deletions & Resends Per transaction $2.50

ACH entries Per transaction Incoming posted ACH

debit/credit transactions are $0.10

ACH Addendum Records Per Item $0.05

ACH Notice of Change Per Notice $0.50

ACH File Reversals Per Item $20.00

ACH Item Reversals Per Item $5.00

ACH Secure eMail File Transmission Per Month $30.00

Returned checks Per transaction $10.00

Controlled Disbursement Per account/per month Not Available, see earlier

comments within the

disbursement section of this

proposal

Reconciliation Per month Here again and similar to the

Controlled Disbursement market

needs clients are not requesting

this service and utilize their

accounting system or services

such as QuickBooks. Therefore

we do support daily, weekly or

monthly downloads to be

uploaded into one’s accounting

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system to meet reconciliation

needs

Sort list tape Per transaction N/A

Sort and list Per transaction N/A

Items Deposited Per Item $0.10

Remote Deposits Per transaction $1.00

Branch/Vault Deposits Per transaction $1.50

Group I items Per transaction $0.10

Group Ii items Per transaction $0.10

Group Iii items Per transaction $0.10

Group IV items Per transaction $0.10

Foreign Checks Deposited-USD Per Item $15.00

Stop payments Per transaction Online - $15.00

Manual - $30.00

Wire Transfers Domestic

Incoming Per transaction $10.00

Outgoing Per transaction Online - $15.00

Manual - $30.00

Wire Transfers International

Incoming Per transaction $10.00

Outgoing - Online Per transaction USD - $25.00

Foreign Currency - $25.00

Outgoing - Manual Per transaction USD - $40.00

Foreign Currency - $35.00

Fed Wire Drawdown Per transaction $45.00

Wire Transfer Tracer Per Occurrence $45.00

Wire Advice – Online or Text Per Occurrence No Charge

Wire Advice - Mail Per Occurrence $3.00

Wire Advice - Fax Per Occurrence $2.00

Security Token Replacement Per Token $15.00

Check Printing Per transaction Based on current check stock

requirements - $170 per 1,000

Extra Statements Per transaction $5.00

Remote Capture deposits Per Month $50.00

Lockbox ** Per month $115.00

STD Item Processed Per transaction $0.45

Document Scanned Per transaction $0.03

Correspondence/Rejects Per transaction $0.12

Image Archive Per transaction $0.03

Cutbacks Per transaction Am assuming here you mean

Chargeback - $8.00

Special handling Custom Bid

NSF Item Paid/Returned Per Item $30.00 with Daily Maximum of

$150.00

Overdraft Funds Balance Per Dollar Prime + 3%

Uncollected Funds Per Dollar Prime + 3%

Savings Overdraft Transfer Per Transfer $25.00

Currency Deposited/Furnished Per $1,000 $1.50

Coin Deposited/Furnished Per Roll $0.10

Cash Difference Adjustment Per Adjustment $1.00

Cashier Checks Per Check $8.00

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Official Checks Issued Per Check $20.00

Collections Fee Per Item $15.00

Deposit Adjustment Per Adjustment $5.00

Excessive Activity Fee – Money

Market

Per Occurrence $10.00

Armored Car/Courier Service Per Occurrence Cost + 15%

Data Transfer - QuickBooks, Quicken,

etc.

Per Account $10.00

Positive Pay Service Monthly Maintenance $25.00

Positive Pay Exception Item Return Per Item $5.00

Tax Payment Service Monthly Maintenance Per Company $10.00

Tax Payments Per Transaction $1.00

Tax Payment Reversal Per Transaction $8.00

Image CD ROM Set-Up Fee $25.00

Image CD ROM – Statements/Checks Per CD $30.00

** Lockbox services are highly customized to a clients needs and we have included some base pricing information but in order to provide specific pricing we would need to have both samples of your documents and more clearly understand your processing requirements

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EXHIBIT B

ACCOUNT ANALYSIS & BANK STATEMENTS

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EXHIBIT C

BANK AUDITED FINANCIAL STATEMENTS

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EXHIBIT D

STATEMENT REGARDING RECENT OR

FORESEEN MERGER OR ACQUISITIONS

Presidio Bank is not actively engaged in any discussions with potential suitors of the Bank, however,

as typical in the consolidation of the banking industry, Presidio Bank has been, and will likely continue

to be approached by potential suitors.

In 2014, the Bank has announced its expansion into San Mateo, in its ongoing plan to expand

throughout the Bay Area. Additionally, the Bank has initiated discussion to raise additional capital in

the form of Subordinated Debt, likely from institutional investors in an amount estimated at $10

million, as well as a Common Stock offering of $5 million, likely placed principally by the Bank’s

existing local investor base.

These strategic efforts are in line with the bank’s ongoing local expansion and to further grow our

existing independent franchise.

This document contains certain forward-looking statements that involve risk and uncertainties. These statements are identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “plan,” “estimate,” “project,” or similar expressions. The risks and uncertainties that may affect the operations, performance, development, growth projections and results of Presidio Bank’s business include, but are not limited to, the growth of the economy, interest rate movements, timely development by Presidio Bank of technology enhancements for its products and operating systems, the impact of competitive products, services and pricing, client-based requirements, Congressional legislation, changes in regulatory or generally accepted accounting principles and similar matters. Readers are cautioned not to place undue reliance on forward-looking statements which are subject to influence by the named risk factors and unanticipated future events. Actual results, accordingly, may differ materially from management expectations.

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EXHIBIT E

SAMPLE STOP PAYMENT REQUEST FORM