Notice to Future Employers. For the period of twelve (12) months immediately following the end of employment by the Company, the Executive will inform each new employer, prior to accepting employment, of the existence of this Agreement and provide that employer with a copy of this Agreement. The Executive further agrees that Company may, if it so desires, send a copy of this Agreement to, or otherwise make the provisions hereof known to, any such employer.

Disclosure to Future Employers. The Company, in its discretion, may provide a copy of the covenants contained in Sections 1, 2 and 3 of this Agreement to any business or enterprise which you may directly or indirectly own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise.

Employers. An Employer shall be responsible for all functions assigned or reserved to it under the Plan and Trust Agreement.

future employers, and to notify any such future employers of the Participant’s obligations and the Company’s rights hereunder, provided that neither party is under any obligation to do so.

Notice to Others. Executive agrees to notify any future prospective employers and future employers, and any future joint venturers, partners and contracting parties of Executive, whose activities may be deemed to compete with Company of the existence of each of the covenants contained in Sections 6, 7, 8 and 9 of this Agreement.

Indemnification by Employers. Except as separately agreed in writing, the Committee, and any member or employee of the Committee, shall be indemnified and held harmless by the Employer, jointly and severally, to the fullest extent permitted by ERISA, and subject to and conditioned upon compliance with 12 C.F.R. Section 545.121, to the extent applicable, against any and all costs, damages, expenses, and liabilities reasonably incurred by or imposed upon it or him in connection with any claim made against it or him or in which it or he may be involved by reason of its or his or her being, or having been, the Committee, or a member or employee of the Committee, to the extent such amounts are not paid by insurance.

Aggregation of Employers. To the extent required under [Section 409A] of the Code, if the Bank is a member of a controlled group of corporations or a group of trades or business under common control (as described in [Section 414(b)] or # of the Code), all members of the group shall be treated as a single employer for purposes of whether there has occurred a Separation from Service and for any other purposes under the Plan as [Section 409A] of the Code shall require.

Future Exchanges. If the Company enters into any agreement on or prior to June 30, 2018 pursuant to which it exchanges, or proposes to exchange, Preferred Shares held by a holder other than the Stockholder for shares of Common Stock at an exchange ratio of greater than 115-to-1, then, upon consummation of that exchange, the Company shall issue and deliver, or cause to be issued and delivered, to the Stockholder additional shares of Common Stock equal to the difference between such greater exchange ratio and 115 multiplied by the number of Preferred Shares owned by the Stockholder as of the date hereof (as set forth in the first Recital above).

Restriction on Future Indebtedness with [[Parties:Organization]]-District Creditors. Without the prior written consent of Aegis, # no Obligor will issue to any [[Parties:Organization]]-District Creditor nor any Affiliate thereof, any additional indebtedness beyond the aggregate amount of the [[Parties:Organization]]-District Debt outstanding as of the Effective Date (provided, for the avoidance of doubt, the aggregate principal amount of the A&R [[Parties:Organization]]-District Notes shall in no event be permitted to exceed $524,290 at any time and further provided, for the avoidance of doubt, that # any fees, interest, or other obligations that become due or payable pursuant to the terms of any [[Parties:Organization]]-District Note Document as in effect on the Effective Date shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # any principal, fees, interest, or other obligations that become due or payable pursuant to the terms of any of the A&R [[Parties:Organization]]-District Unsecured Notes, A&R [[Parties:Organization]] Warrant and A&R [[Parties:Organization]] Warrant, or any 2024 Warrant held by [[Parties:Organization]] or [[Parties:Organization]], in each case as in effect on the Effective Date, shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), and # the issuance by [[Parties:Organization]] of any Kicker Note to [[Parties:Organization]] and/or District in accordance with the 2024 Loan Agreement shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # no Obligor will grant any additional Lien as security for the [[Parties:Organization]]-District Debt or any other indebtedness owing by any Obligor to any [[Parties:Organization]]-District Creditor or any Affiliate thereof beyond those Liens granted as of the Effective Date pursuant to the [[Parties:Organization]]-District Note Documents as in effect on the Effective Date (provided, for the avoidance of doubt, any Lien granted to the [[Parties:Organization]]-District Creditors pursuant to the 2024 Security Agreement securing any Kicker Notes purchased by [[Parties:Organization]] and/or [[Parties:Organization]] pursuant to the 2024 Loan Agreement shall not be deemed an “additional Lien” for purposes of this [Section 11(a)(i)]), and # neither any [[Parties:Organization]]-District Creditor nor any Affiliate thereof will accept any such issuance of additional indebtedness by any Obligor or the grant of any such additional Lien or enter into any agreement to effect the same. The [[Parties:Organization]]-District Creditors and each of the Obligors agree and acknowledge that any issuance by any Obligor of any indebtedness to any [[Parties:Organization]]-District Creditor or any Affiliate thereof and/or any grant by any Obligor of any Lien to any [[Parties:Organization]]-District Creditor or any Affiliate thereof in violation of the terms of this [Section 11(a)(i)] shall be void ab initio and have no force or effect.

Future Innovations. I will disclose promptly in writing to Company all Innovations conceived, reduced to practice, created, derived, developed, or made by me during the term of my employment and for three (3) months thereafter, whether or not I believe such Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations should be considered Company Innovations. Company will receive any such information in confidence.