Common use of Exemption from Liability Under Section Clause in Contracts

Exemption from Liability Under Section. 16(b). TCG and MB agree that, in order to most effectively compensate and retain TCG Insiders, both prior to and after the Effective Time, it is desirable that TCG 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 TCG Common Stock and TCG Nonvoting Preferred Stock into shares of MB Common Stock in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.16. Assuming TCG delivers to MB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCG subject to the reporting requirements of Section 16(a) of the Exchange Act (the "TCG Insiders"), the Board of Directors of MB and of TCG, 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 any dispositions of TCG Common Stock, TCG Series A Preferred Stock, TCG Series B Preferred Stock, TCG Nonvoting Preferred Stock, TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards by the TCG Insiders, and any acquisitions of MB Common Stock, MB Series A Preferred Stock or the stock issued pursuant to Section 1.5 by any TCG 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). TCG TCBI and MB IBTX agree that, in order to most effectively compensate and retain TCG TCBI Insiders, both prior to and after the Effective Time, it is desirable that TCG 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 TCG TCBI Common Stock and TCG Nonvoting TCBI Preferred Stock into shares of MB IBTX Common Stock and New IBTX Preferred Stock in the MergerMerger and the conversion of TCBI Equity Awards into corresponding IBTX Equity Awards in the Merger consistent with Section 1.8 of this Agreement, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.166.18. Assuming TCG delivers TCBI shall deliver to MB IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCG TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the "TCG “TCBI Insiders"”), and the Board of Directors of MB IBTX and of TCGTCBI, 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 TCBI) any dispositions of TCG TCBI Common Stock, TCG Series A TCBI Preferred Stock or TCBI Equity Awards by the TCBI Insiders, and (in the case of IBTX) any acquisitions of IBTX Common Stock, New IBTX Preferred Stock, TCG Series B Preferred Stock, TCG Nonvoting Preferred Stock, TCG Warrants, TCG Stock Options and TCG Restricted Stock or IBTX Equity Awards by the TCG Insiders, and any acquisitions of MB Common Stock, MB Series A Preferred Stock or the stock issued pursuant to Section 1.5 by any TCG 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). TCG Busey and MB CrossFirst agree that, in order to most effectively compensate and retain TCG InsidersCrossFirst Section 16 Individuals, both prior to and after the Effective Time, it is desirable that TCG Insiders 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 TCG CrossFirst Common Stock, CrossFirst Preferred Stock and TCG Nonvoting CrossFirst Equity Awards into Busey Common Stock, New Busey Preferred Stock into shares of MB Common Stock or Busey Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.166.18. Assuming TCG delivers CrossFirst shall deliver to MB Busey in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCG CrossFirst subject to the reporting requirements of Section 16(a) of the Exchange Act (the "TCG Insiders"“CrossFirst Section 16 Individuals”), and the Board of Directors of MB Busey and of TCGCrossFirst, 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 TCG CrossFirst Common Stock, TCG Series A 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, TCG Series B Preferred Stock, TCG Nonvoting Preferred Stock, TCG Warrants, TCG Stock Options and TCG Restricted Stock or Busey Equity Awards by the TCG Insiders, and any acquisitions of MB Common Stock, MB Series A Preferred Stock or the stock issued pursuant to CrossFirst Section 1.5 by any TCG Insiders 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). TCG SXXX and MB AUB agree that, in order to most effectively compensate and retain TCG SASR Insiders, both prior to and after the Effective Time, it is desirable that TCG 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 TCG SASR Common Stock and TCG Nonvoting Preferred Stock into shares of MB AUB Common Stock in the Merger and the conversion of any SASR Equity Awards into corresponding AUB Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.16‎6.18. Assuming TCG delivers SASR shall deliver to MB AUB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCG SASR subject to the reporting requirements of Section 16(a) of the Exchange Act (the "TCG “SASR Insiders"”), and the Board of Directors of MB AUB and of TCGSASR, 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 SASR) any dispositions of TCG SASR Common Stock, TCG Series A Preferred Stock, TCG Series B Preferred Stock, TCG Nonvoting Preferred Stock, TCG Warrants, TCG Stock Options and TCG Restricted Stock or SASR Equity Awards by the TCG SASR Insiders, and (in the case of AUB) any acquisitions of MB AUB Common Stock, MB Series A Preferred Stock or the stock issued pursuant to Section 1.5 AUB Equity Awards by any TCG 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). TCG Allegiance and MB CBTX agree that, in order to most effectively compensate and retain TCG Allegiance Insiders, both prior to and after the Effective Time, it is desirable that TCG 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 TCG Allegiance Common Stock and TCG Nonvoting Preferred Stock into shares of MB CBTX Common Stock in the MergerMerger and the conversion of Allegiance Equity Awards into corresponding CBTX Equity Awards in the Merger consistent with Section 1.7 of this Agreement, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.166.18. Assuming TCG delivers Allegiance shall deliver to MB CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCG Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the "TCG “Allegiance Insiders"”), and the Board of Directors of MB CBTX and of TCGAllegiance, 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 Allegiance) any dispositions of TCG Allegiance Common Stock, TCG Series A Preferred Stock, TCG Series B Preferred Stock, TCG Nonvoting Preferred Stock, TCG Warrants, TCG Stock Options and TCG Restricted Stock or Allegiance Equity Awards by the TCG Allegiance Insiders, and (in the case of CBTX) any acquisitions of MB CBTX Common Stock, MB Series A Preferred Stock or the stock issued pursuant to Section 1.5 CBTX Equity Awards by any TCG 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.