Common use of Exemption from Liability Under Section Clause in Contracts

Exemption from Liability Under Section. 16(b). Busey and CrossFirst agree that, in order to most effectively compensate and retain CrossFirst Section 16 Individuals, both prior to and after the Effective Time, it is desirable that CrossFirst Section 16 Individuals not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of CrossFirst Common Stock, CrossFirst Preferred Stock and CrossFirst Equity Awards into Busey Common Stock, New Busey Preferred Stock or Busey Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. CrossFirst shall deliver to Busey in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CrossFirst subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CrossFirst Section 16 Individuals”), and the Board of Directors of Busey and of CrossFirst, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CrossFirst) any dispositions of CrossFirst Common Stock, CrossFirst Preferred Stock or CrossFirst Equity Awards by the CrossFirst Section 16 Individuals, and (in the case of Busey) any acquisitions of Busey Common Stock, New Busey Preferred Stock, or Busey Equity Awards by any CrossFirst Section 16 Individuals who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). Busey SXXX and CrossFirst AUB agree that, in order to most effectively compensate and retain CrossFirst Section 16 IndividualsSASR Insiders, both prior to and after the Effective Time, it is desirable that CrossFirst Section 16 Individuals SASR Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of CrossFirst SASR Common Stock, CrossFirst Preferred Stock into shares of AUB Common Stock in the Merger and CrossFirst the conversion of any SASR Equity Awards into Busey Common Stock, New Busey Preferred Stock or Busey corresponding AUB Equity Awards, as applicable, Awards in connection with the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.18‎6.18. CrossFirst SASR shall deliver to Busey AUB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CrossFirst SASR subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CrossFirst Section 16 IndividualsSASR Insiders”), and the Board of Directors of Busey AUB and of CrossFirstSASR, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CrossFirstSASR) any dispositions of CrossFirst SASR Common Stock, CrossFirst Preferred Stock or CrossFirst SASR Equity Awards by the CrossFirst Section 16 IndividualsSASR Insiders, and (in the case of BuseyAUB) any acquisitions of Busey AUB Common Stock, New Busey Preferred Stock, Stock or Busey AUB Equity Awards by any CrossFirst Section 16 Individuals SASR Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). Busey TCBI and CrossFirst IBTX agree that, in order to most effectively compensate and retain CrossFirst Section 16 IndividualsTCBI Insiders, both prior to and after the Effective Time, it is desirable that CrossFirst Section 16 Individuals TCBI Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of CrossFirst TCBI Common Stock, CrossFirst Stock and TCBI Preferred Stock into shares of IBTX Common Stock and CrossFirst New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into Busey Common Stock, New Busey Preferred Stock or Busey corresponding IBTX Equity Awards, as applicable, Awards in connection the Merger consistent with the MergerSection 1.8 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. CrossFirst TCBI shall deliver to Busey IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CrossFirst TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CrossFirst Section 16 IndividualsTCBI Insiders”), and the Board of Directors of Busey IBTX and of CrossFirstTCBI, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CrossFirstTCBI) any dispositions of CrossFirst TCBI Common Stock, CrossFirst TCBI Preferred Stock or CrossFirst TCBI Equity Awards by the CrossFirst Section 16 IndividualsTCBI Insiders, and (in the case of BuseyIBTX) any acquisitions of Busey IBTX Common Stock, New Busey IBTX Preferred Stock, or Busey IBTX Equity Awards by any CrossFirst Section 16 Individuals TCBI Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). Busey BANC and CrossFirst PACW agree that, in order to most effectively compensate and retain CrossFirst Section 16 IndividualsPACW Insiders, both prior to and after the Effective Time, it is desirable that CrossFirst Section 16 Individuals PACW Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of CrossFirst PACW Common Stock, CrossFirst Preferred Stock and CrossFirst PACW Equity Awards into Busey BANC Common Stock, New Busey Preferred Stock or Busey BANC Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.186.22. CrossFirst PACW shall deliver to Busey BANC in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CrossFirst PACW subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CrossFirst Section 16 IndividualsPACW Insiders”), and the Board of Directors of Busey BANC and of CrossFirstPACW, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CrossFirstPACW) any dispositions of CrossFirst PACW Common Stock, CrossFirst Preferred Stock or CrossFirst PACW Equity Awards by the CrossFirst Section 16 IndividualsPACW Insiders, and (in the case of BuseyBANC) any acquisitions of Busey BANC Common Stock, New Busey Preferred Stock, Stock or Busey BANC Equity Awards by any CrossFirst Section 16 Individuals PACW Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). Busey Allegiance and CrossFirst CBTX agree that, in order to most effectively compensate and retain CrossFirst Section 16 IndividualsAllegiance Insiders, both prior to and after the Effective Time, it is desirable that CrossFirst Section 16 Individuals Allegiance Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of CrossFirst Allegiance Common Stock, CrossFirst Preferred Stock into shares of CBTX Common Stock in the Merger and CrossFirst the conversion of Allegiance Equity Awards into Busey Common Stock, New Busey Preferred Stock or Busey corresponding CBTX Equity Awards, as applicable, Awards in connection the Merger consistent with the MergerSection 1.7 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. CrossFirst Allegiance shall deliver to Busey CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CrossFirst Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CrossFirst Section 16 IndividualsAllegiance Insiders”), and the Board of Directors of Busey CBTX and of CrossFirstAllegiance, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CrossFirstAllegiance) any dispositions of CrossFirst Allegiance Common Stock, CrossFirst Preferred Stock or CrossFirst Allegiance Equity Awards by the CrossFirst Section 16 IndividualsAllegiance Insiders, and (in the case of BuseyCBTX) any acquisitions of Busey CBTX Common Stock, New Busey Preferred Stock, Stock or Busey CBTX Equity Awards by any CrossFirst Section 16 Individuals Allegiance Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). Busey Provident and CrossFirst Lakeland agree that, in order to most effectively compensate and retain CrossFirst Section 16 IndividualsLakeland Insiders, both prior to and after the Effective Time, it is desirable that CrossFirst Section 16 Individuals Lakeland Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of CrossFirst Lakeland Common Stock, CrossFirst Preferred Stock and CrossFirst Lakeland Equity Awards into Busey Provident Common Stock, New Busey Preferred Stock or Busey Provident Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.186.20. CrossFirst Lakeland shall deliver to Busey Provident in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CrossFirst Lakeland subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CrossFirst Section 16 IndividualsLakeland Insiders”), and the Board of Directors of Busey Provident and of CrossFirstLakeland, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CrossFirstLakeland) any dispositions of CrossFirst Lakeland Common Stock, CrossFirst Preferred Stock or CrossFirst Lakeland Equity Awards by the CrossFirst Section 16 IndividualsLakeland Insiders, and (in the case of BuseyProvident) any acquisitions of Busey Provident Common Stock, New Busey Preferred Stock, Stock or Busey Provident Equity Awards by any CrossFirst Section 16 Individuals Lakeland Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.