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.

The President and CEO agrees that during the term of this Agreement, except with the express written consent of the Board of Directors, he will not, directly or indirectly, engage or participate in, become a director of, or render advisory or other services for, or in connection with, or become interested in, or make financial investment in any firm, corporation, business entity or business enterprise; provided, however, that the President and CEO shall not thereby be precluded or prohibited from owning passive investments including investments in the securities of other financial institutions, so long as such ownership does not require him to devote substantial time to management or control of the business or activities in which he has invested.

Outside Activities. During the term of employment, Employee shall perform faithfully the duties assigned to him to the best of his ability, and Employee shall devote his full and undivided business time and attention to the transaction of the Company’s business. Except in conformity with the requirements of the Company’s then-effective Code of Ethical Business Conduct, Employee will not during the term of this Agreement undertake or engage (other than as a passive investor) in any other employment, occupation, or business enterprise, whether as an agent, partner, proprietor, officer, director, employee, consultant, contractor, or otherwise, whether during or outside the business hours of the Company. Employee may engage in civic and not-for-profit activities so long as such activities do not interfere with the performance of his duties hereunder.

Market Activities. The Company will not, directly or indirectly, # take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares or # sell, bid for, or purchase the Placement Shares to be issued and sold pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Placement Shares other than Cowen; provided, however, that the Company may bid for and purchase shares of its Common Stock in accordance with Rule 10b-18 under the Exchange Act.