0000898531-09-000142 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • March 23rd, 2009 • Financial Edge Fund L P • National commercial banks • Rhode Island

This Standstill Agreement (this “Agreement”) is entered into as of March 12, 2009, by and among Bancorp Rhode Island, Inc., a Rhode Island corporation (the “Company”), and each of Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC, PL Capital Advisors, LLC, PL Capital, LLC, John W. Palmer and Richard J. Lashley (each a “PL Capital Party” and collectively the “PL Capital Parties”). Except as the context otherwise requires, all capitalized terms shall have the meaning as defined in Section 1.1 hereof.

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