Market Activities. The Company will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Shares or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and the Company will comply with all applicable provisions of Regulation M. If the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Shares or any other reference security pursuant to any exception set forth in Section # of Rule 102, then promptly upon notice from the Agent (or, if later, at the time stated in the notice), the Company will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply.

Regulated Activities. The Company shall not itself, nor shall it cause, permit or allow the Bank or any other of its Subsidiaries to # engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on the Company, or # make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

Competitive Activities. For purposes of the Agreement, to which this [Exhibit B] is attached,

PROTECTED ACTIVITIES. Pursuant to 18 U.S.C. § 1833(b), Employee understands that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the [[Organization A:Organization]] that # is made # in confidence to a federal, state, or local government official, either directly or indirectly, or to Employee’s attorney and # solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Employee understands that if Employee files a lawsuit for retaliation by the [[Organization A:Organization]] for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding if Employee # files any document containing the trade secret under seal, and # does not disclose the trade secret, except pursuant to court order. Further, nothing in this agreement or any other agreement Employee may have with the [[Organization A:Organization]] shall prohibit or restrict Employee from # voluntarily communicating with an attorney retained by Employee, # voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or any state or local commission on human rights, or any self-regulatory organization regarding possible violations of law, in each case without advance notice to the [[Organization A:Organization]], # recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, # disclosing any information (including confidential information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the [[Organization A:Organization]] prior to any such disclosure to the extent legally permitted), or # disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the [[Organization A:Organization]].

Prohibited Activities. In exchange for the opportunity to remain employed during the Strategic Advisory Period and post-employment Long-Term Incentive Plan award vesting, Executive agrees to comply with the Company’s standard post-employment covenants and execute the Company’s standard form of release as set forth below. Specifically, Executive agrees:

Additional Activities. Employee agrees that during the Term of this Agreement she shall not: # engage in other business activities of any kind which would give rise to a conflict of interest for Employee with respect to her duties and obligations to the Company and under this Agreement, # directly or indirectly, engage in any activities which may damage the business of the Company or which may adversely affect the goodwill, reputation or business relations of the Company with its customers, the public generally or with any of its other employees.

Trading Activities. Neither the Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

Outside Activities. During the Term, Executive shall not: # except as set forth below, accept other employment; # except as set forth below, render or perform services for compensation to any Person (as hereinafter defined) other than Employer; # serve as an officer or on the board of directors (or similar governing body) of any entity other than Employer, whether or not for compensation; or # engage in any other business, enterprise or activity that will require any effort on the part of Executive that, in the sole discretion of Employer, could reasonably be expected to materially detract from the ability of Executive to perform Executive's duties to Employer pursuant to this Agreement; provided, however, Executive may engage in the activities set forth in [Schedule A] hereto or described in [clause (iii) or (iv) above] if prior to engaging in such activity, Executive has disclosed such activity to the Board and received written approval to engage in such activity from the Board. Executive may engage in personal investments without disclosure to or written approval from the Board provided Executive is not required or expected to serve as a board member, advisor or consultant and Executive shall, at any time, own beneficially less than 2% of the outstanding securities of any issuer and such personal investment shall not otherwise interfere with Executive's performance of duties hereunder and/or the provisions of Executive's written agreements with Employer.

Competitive Activities. For purposes of the Agreement, to which this [Exhibit B] is attached, “Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services # which were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and # for which you have any direct or indirect responsibility or any involvement to plan, develop, manage, market, sell, oversee, support, implement or perform, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company.

Other Activities. This is not an exclusive agreement for services, as Contractor may perform services for others.