Common use of Exemption from Section 16(b) Liability Clause in Contracts

Exemption from Section 16(b) Liability. Reliant acknowledges that, in order to most effectively compensate and retain those officers of the TCB Holdings Parties, if any, that will become officers of Reliant subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with or as a result of the transactions contemplated by this Agreement (the “TCB Holdings Insiders”), it is desirable that the TCB Holdings 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 or exchange of shares of TCB Holdings Common Stock in the Parent Merger, and for that compensatory and retentive purpose agrees to the provisions of this Section 7.14. The board of directors of Reliant, 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 prior to the Effective Time take all such action as may be reasonably required to cause any acquisitions of Reliant Common Stock by TCB Holdings Insiders as Merger Consideration in accordance with Article III of 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 Section 16(b) Liability. Reliant SmartFinancial acknowledges that, in order to most effectively compensate and retain those officers and directors of the TCB Holdings Bancshares Parties, if any, that will become officers or directors of Reliant SmartFinancial subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with or as a result of the transactions contemplated by this Agreement (the “TCB Holdings Bancshares Insiders”), it is desirable that the TCB Holdings Bancshares Insiders not be subject to a risk of liability Liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the conversion or exchange of shares of TCB Holdings Bancshares Common Stock in the Parent Merger, and for that compensatory and retentive purpose agrees to the provisions of this Section 7.147.15. The board of directors of ReliantSmartFinancial, 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 prior to the Effective Time take all such action as may be reasonably required to cause any acquisitions of Reliant SmartFinancial Common Stock by TCB Holdings Bancshares Insiders as Merger Consideration in accordance with Article III of this Agreement to be exempt from liability Liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable Law.

Exemption from Section 16(b) Liability. Reliant SmartFinancial acknowledges that, in order to most effectively compensate and retain those officers and directors of the TCB Holdings Foothills Parties, if any, that will become officers or directors of Reliant SmartFinancial subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with or as a result of the transactions contemplated by this Agreement (the “TCB Holdings Foothills Insiders”), it is desirable that the TCB Holdings Foothills Insiders not be subject to a risk of liability Liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the conversion or exchange of shares of TCB Holdings Bancorp Common Stock in the Parent Merger, and for that compensatory and retentive purpose agrees to the provisions of this Section 7.147.16. The board of directors of ReliantSmartFinancial, 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 prior to the Effective Time take all such action as may be reasonably required to cause any acquisitions of Reliant SmartFinancial Common Stock by TCB Holdings Foothills Insiders as Merger Consideration in accordance with Article III of this Agreement to be exempt from liability Liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable Law.

Exemption from Section 16(b) Liability. Reliant SmartFinancial acknowledges that, in order to most effectively compensate and retain those officers and directors of the TCB Holdings Parties, if any, Capstone Parties that will become officers or directors of Reliant SmartFinancial subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with or as a result of the transactions contemplated by this Agreement (the “TCB Holdings Target Insiders”), it is desirable that the TCB Holdings Target 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 conversion, exchange, or exchange assumption of shares of TCB Holdings Common Bancshares Class A Stock or Bancshares Options in the Parent Merger, and for that compensatory and retentive purpose agrees to the provisions of this Section 7.147.16. The board of directors of ReliantSmartFinancial, 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 prior to the Effective Time take all such action as may be reasonably required to cause any acquisitions of Reliant SmartFinancial Common Stock or options to acquire SmartFinancial Common Stock by TCB Holdings any Target Insiders as Merger Consideration in accordance with Article III of this Agreement to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable Law.