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

Exemption from Liability Under Section 16(b). CenterState and South State agree that, in order to most effectively compensate and retain CenterState Insiders, both prior to and after the Effective Time, it is desirable that CenterState 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 CenterState Common Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.18. CenterState shall deliver to South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”), and the Board of Directors of South State and of CenterState, 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 CenterState) any dispositions of CenterState Common Stock or CenterState Equity Awards by the CenterState Insiders, and (in the case of South State) any acquisitions of South State Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following the Merger, will be officers or directors of the Surviving 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). CenterState Each of the CBC Board and South State agree thatthe SCB Board shall, in order to most effectively compensate and retain CenterState Insiders, both prior to and after the Effective Time, it is desirable that CenterState Insiders not take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to a risk the reporting requirements of liability under Section 16(b16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the fullest extent permitted by applicable law in connection with reporting requirements of Section 16(a) of the conversion of shares of CenterState Common Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.18Exchange Act. CenterState CBC shall deliver to South State SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState CBC Insiders”), and the Board of Directors of South State SCB and of CenterStateCBC, 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 CenterStateCBC) any dispositions of CenterState CBC Common Stock or CenterState CBC Equity Awards by the CenterState CBC Insiders, and (in the case of South StateSCB) any acquisitions of South State SCB Common Stock or South State SCB Equity Awards by any CenterState CBC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState Discover and South State Capital One agree that, in order to most effectively compensate and retain CenterState Discover Insiders, both prior to and after the Effective Time, it is desirable that CenterState Discover 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 CenterState Discover Common Stock and Discover Preferred Stock into shares of South State Capital One Common Stock and New Capital One Preferred Stock in the Merger Mergers and the conversion of CenterState Discover Equity Awards into corresponding South State Capital One Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.19. CenterState Discover shall deliver to South State Capital One in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Discover Insiders”), and the Board of Directors of South State Capital One and of CenterStateDiscover, 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 CenterStateDiscover) any dispositions of CenterState Discover Common Stock, Discover Preferred Stock or CenterState Discover Equity Awards by the CenterState Discover Insiders, and (in the case of South StateCapital One) any acquisitions of South State Capital One Common Stock Stock, New Capital One Preferred Stock, or South State Capital One Equity Awards by any CenterState Discover Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving 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). CenterState Synovus and South State Pinnacle agree that, in order to most effectively compensate and retain CenterState Synovus Insiders and Pinnacle Insiders, both prior to and after the Effective Time, it is desirable that CenterState Synovus Insiders and Pinnacle 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 CenterState Synovus Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Preferred Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Pinnacle Equity Awards into corresponding South State Equity shares of Newco Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards, as the case may be, in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.188.20. CenterState Synovus and Pinnacle shall deliver to South State Newco in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers Synovus Insiders and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Pinnacle Insiders”), and the Board of Directors of South State and of CenterStateNewco, 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 receipt by the Synovus Insiders and Pinnacle Insiders of CenterState) any dispositions of CenterState Newco Common Stock or CenterState in exchange for shares of Synovus Common Stock and Pinnacle Common Stock, Newco Preferred Stock in exchange for shares of Synovus Preferred Stock and Pinnacle Preferred Stock, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards upon conversion of Synovus Equity Awards by the CenterState Insiders, and (in the case of South State) any acquisitions of South State Common Stock or South State Pinnacle Equity Awards by any CenterState Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange ActAwards, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule Section 16b-3 under of the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). CenterState Udemy and South State Coursera agree that, in order to most effectively compensate and retain CenterState the officers and directors of Udemy subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Udemy Insiders”), both prior to and after the Effective Time, it is desirable that CenterState Udemy 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 Law in connection with the conversion of shares of CenterState Udemy Common Stock into shares of South State Coursera Common Stock in the Merger and the conversion of CenterState Udemy Equity Awards into corresponding South State Coursera Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.17. CenterState Udemy shall deliver to South State Coursera in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Udemy Insiders”), and the Board Boards of Directors of South State Udemy, Coursera, and of CenterStatethe Combined Company, as applicable, 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 CenterStateUdemy) any dispositions of CenterState Udemy Common Stock or CenterState Udemy Equity Awards by the CenterState Udemy Insiders, and (in the case of South StateCoursera) any acquisitions of South State Coursera Common Stock or South State Coursera Equity Awards by any CenterState Udemy Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity Combined Company 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 lawLaw.

Exemption from Liability Under Section 16(b). CenterState SunTrust and South State BB&T agree that, in order to most effectively compensate and retain CenterState SunTrust Insiders, both prior to and after the Effective Time, it is desirable that CenterState SunTrust 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 CenterState SunTrust Common Stock and SunTrust Preferred Stock and SunTrust PSU Awards into shares of South State BB&T Common Stock and New BB&T Common Stock in the Merger and the conversion of CenterState SunTrust Equity Awards into corresponding South State BB&T Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.20. CenterState SunTrust shall deliver to South State BB&T in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState SunTrust subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState SunTrust Insiders”), and the Board of Directors of South State BB&T and of CenterStateSunTrust, 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 CenterStateSunTrust) any dispositions of CenterState SunTrust Common Stock, SunTrust Preferred Stock or CenterState SunTrust Equity Awards by the CenterState SunTrust Insiders, and (in the case of South StateBB&T) any acquisitions of South State BB&T Common Stock Stock, New BB&T Preferred Stock, or South State BB&T Equity Awards by any CenterState SunTrust Insiders who, immediately following the Merger, will be officers or directors of the Surviving 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). CenterState Fifth Third and South State First National Bankshares agree that, in order to most effectively compensate and retain CenterState InsidersFirst National Bankshares Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState First National Bankshares 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 CenterState First National Bankshares Common Stock and First National Bankshares Stock Options into shares of South State and options for Fifth Third Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.13. CenterState shall deliver Assuming that First National Bankshares delivers to South State Fifth Third the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”)fashion, and the Board of Directors of South State and of CenterStateFifth Third, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by First National Bankshares Insiders of Fifth Third Common Stock in exchange for shares of First National Bankshares Common Stock, and of options for Fifth Third Common Stock upon conversion of options for First National Bankshares Common Stock, in any event prior each case pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of CenterState) any dispositions shares of CenterState First National Bankshares Common Stock or CenterState Equity Awards held by the CenterState Insiders, each such First National Bankshares Insider and (in the case of South State) any acquisitions of South State expected to be exchanged for Fifth Third Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following in the Merger, will and the number and description of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers or and directors of the Surviving Entity First National Bankshares who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 lawSection 16 Information.

Exemption from Liability Under Section 16(b). CenterState NewBridge and South State Yadkin agree that, in order to most effectively compensate and retain CenterState InsidersNewBridge Insiders (as defined below), both prior to and after the Effective Time, it is desirable that CenterState NewBridge 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 CenterState NewBridge Common Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State NewBridge Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.17. CenterState shall deliver Assuming NewBridge delivers to South State Yadkin in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState NewBridge subject to the reporting requirements of Section 16(a16 (a) of the Exchange Act (the “CenterState NewBridge Insiders”), and the Board of Directors of South State Yadkin and of CenterStateNewBridge, 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 CenterStateNewBridge) any dispositions of CenterState NewBridge Common Stock or CenterState NewBridge Equity Awards by the CenterState NewBridge Insiders, and (in the case of South StateYadkin) any acquisitions of South State Yadkin Common Stock or South State Equity Awards by any CenterState NewBridge Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState Berkshire and South State Brookline agree that, in order to most effectively compensate and retain CenterState Brookline Insiders, both prior to and after the Effective Time, it is desirable that CenterState Brookline 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 CenterState Brookline Common Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Brookline Equity Awards into corresponding South State Berkshire Common Stock or Berkshire Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.20. CenterState Brookline shall deliver to South State Berkshire in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Brookline subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Brookline Insiders”), and the Board of Directors of South State Berkshire and of CenterStateBrookline, 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 CenterStateBrookline) any dispositions of CenterState Brookline Common Stock or CenterState Brookline Equity Awards by the CenterState Brookline Insiders, and (in the case of South StateBerkshire) any acquisitions of South State Berkshire Common Stock or South State Berkshire Equity Awards by any CenterState Brookline Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState FirstMerit and South State Huntington agree that, in order to most effectively compensate and retain CenterState those officers and directors of FirstMerit subject to the reporting requirements of Section 16(a) of the Exchange Act (the “FirstMerit Insiders”), both prior to and after the Effective Time, it is desirable that CenterState FirstMerit 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 CenterState FirstMerit Common Stock into shares of South State Common Stock and FirstMerit Equity Awards in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards FirstMerit Preferred Stock in the Second Step Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.18. CenterState shall deliver to South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”), and the Board The Boards of Directors of South State Huntington and of CenterStateFirstMerit, 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 thereafterafter the date of this Agreement, and in any event prior to (i) the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of CenterStatex) any dispositions of CenterState FirstMerit Common Stock or CenterState FirstMerit Equity Awards by the CenterState Insiders, and (in the case of South Statey) any acquisitions of South State Huntington Common Stock and (ii) the Second Effective Time, take all such steps as may be necessary or South State Equity Awards appropriate to cause (x) any dispositions of FirstMerit Preferred Stock and (y) any acquisitions of New Huntington Preferred Stock, in each case pursuant to the transactions contemplated by this Agreement and by any CenterState FirstMerit Insiders who, immediately following the Merger, will be officers or directors of Huntington or of the Surviving Entity Company 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). CenterState IBKC and South State First Horizon agree that, in order to most effectively compensate and retain CenterState IBKC Insiders, both prior to and after the Effective Time, it is desirable that CenterState IBKC 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 CenterState IBKC Common Stock and IBKC Preferred Stock and IBKC PSU Awards into shares of South State First Horizon Common Stock and New First Horizon Preferred Stock in the Merger and the conversion of CenterState IBKC Equity Awards into corresponding South State First Horizon Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.22. CenterState IBKC shall deliver to South State First Horizon in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState IBKC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState IBKC Insiders”), and the Board of Directors of South State First Horizon and of CenterStateIBKC, 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 CenterStateIBKC) any dispositions of CenterState IBKC Common Stock, IBKC Preferred Stock or CenterState IBKC Equity Awards by the CenterState IBKC Insiders, and (in the case of South StateFirst Horizon) any acquisitions of South State First Horizon Common Stock Stock, New First Horizon Preferred Stock, or South State First Horizon Equity Awards by any CenterState IBKC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case 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). CenterState Susquehanna and South State Parent agree that, in order to most effectively compensate and retain CenterState those officers and directors of Susquehanna subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Susquehanna Insiders”), both prior to and after the Effective Time, it is desirable that CenterState Susquehanna 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 CenterState Susquehanna Common Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Susquehanna Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.17. CenterState shall deliver to South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”), and the The Board of Directors of South State Parent and of CenterStateSusquehanna, 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 thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of CenterStatei) any dispositions of CenterState Susquehanna Common Stock or CenterState Susquehanna Equity Awards by the CenterState Insiders, and (in the case of South Stateii) any acquisitions of South State Parent Common Stock or South State Equity Awards and/or Susquehanna Stock Options exercisable for shares of Parent Common Stock converted at the Effective Time pursuant to Section 1.7(a), in each case, pursuant to the transactions contemplated by this Agreement and by any CenterState Susquehanna Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState and South State agree that, in order (a) Prior to most effectively compensate and retain CenterState Insiders, both prior to and after the Effective Time, it is desirable (i) assuming that CenterState Insiders not be subject aaiPharma delivers to a risk of liability under Holding Company the Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of CenterState Common Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.18. CenterState shall deliver to South State 16 Information in a reasonably timely fashion prior to and accurate manner before the Effective Time accurate information regarding those officers and directors of CenterState subject to Time, the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”), and the Board of Directors of South State and of CenterStateHolding Company Board, or a committee of "non-employee directors directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall reasonably promptly thereafter, and in any event prior to adopt a resolution consistent with the Effective Time, take all such steps as interpretive guidance of the SEC providing that the receipt by the aaiPharma Insiders who may be required to cause (in the case a covered Person of CenterState) any dispositions of CenterState Common Stock or CenterState Equity Awards by the CenterState Insiders, and (in the case of South State) any acquisitions of South State Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements Holding Company for purposes of Section 16(a) 16 of the Exchange ActAct (together with the rules and regulations promulgated thereunder, "Section 16") of HoldCo Common Stock in exchange for shares of aaiPharma Common Stock, and of options to purchase shares of HoldCo Common Stock upon conversion of options to purchase shares of aaiPharma Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are approved by this Agreementthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act, such that any such receipt will be so exempt and (ii) the aaiPharma Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of aaiPharma who is a aaiPharma Insider of shares of aaiPharma Common Stock or aaiPharma Stock Options pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16. (b) Prior to the fullest Effective Time, (i) assuming that CIMA delivers to Holding Company the Section 16 Information in a timely and accurate manner before the Effective Time, the Holding Company Board, or a committee of "non-employee directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall adopt a resolution consistent with the interpretive guidance of the SEC providing that the receipt by the CIMA Insiders who may be a covered Person of Holding Company for purposes of Section 16 of HoldCo Common Stock in exchange for shares of CIMA Common Stock, and of options to purchase shares of HoldCo Common Stock upon conversion of options to purchase shares of CIMA Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent permitted such securities are listed in the Section 16 Information, are approved by applicable lawthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act, such that any such receipt will be so exempt and (ii) the CIMA Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of CIMA who is a CIMA Insider of shares of CIMA Common Stock or CIMA Stock Options pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16.

Exemption from Liability Under Section 16(b). CenterState Huntington and South State Unizan agree that, in order to most effectively compensate and retain CenterState InsidersUnizan Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState Unizan 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 CenterState Unizan Common Stock and Unizan Stock Options into shares of South State Huntington Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards Assumed Stock Options, as applicable, in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.12. CenterState shall deliver Assuming that Unizan delivers to South State Huntington the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”)fashion, and the Board of Directors of South State and of CenterStateHuntington, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by Unizan Insiders of Huntington Common Stock in exchange for shares of Unizan Common Stock, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CenterState) any dispositions of CenterState options on Huntington Common Stock or CenterState Equity Awards by the CenterState Insiders, and (in the case upon conversion of South State) any acquisitions of South State options on Unizan Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange ActStock, in each case pursuant to the transactions contemplated by this AgreementAgreement and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act. “Section 16 Information” shall mean information accurate in all material respects regarding Unizan Insiders, the number of shares of Unizan Common Stock held by each such Unizan Insider and expected to be exchanged for Huntington Common Stock in the fullest extent permitted Merger, and the number and description of the options on Unizan Common Stock held by applicable law.each such Unizan Insider and expected to be converted into options on Huntington Common Stock in connection with the

Exemption from Liability Under Section 16(b). CenterState Old National and South State First Midwest agree that, in order to most effectively compensate and retain CenterState InsidersFirst Midwest Section 16 Individuals, both prior to and after the Effective Time, it is desirable that CenterState Insiders First Midwest 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 CenterState First Midwest Common Stock, First Midwest Preferred Stock into shares of South State Common Stock in the Merger and the conversion of CenterState First Midwest Equity Awards into corresponding South State Old National Common Stock, New Old National Preferred Stock or Old National Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.19. CenterState First Midwest shall deliver to South State Old National in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState First Midwest subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState InsidersFirst Midwest Section 16 Individuals”), and the Board of Directors of South State Old National and of CenterStateFirst Midwest, 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 CenterStateFirst Midwest) any dispositions of CenterState First Midwest Common Stock, First Midwest Preferred Stock or CenterState First Midwest Equity Awards by the CenterState InsidersFirst Midwest Section 16 Individuals, and (in the case of South StateOld National) any acquisitions of South State Old National Common Stock Stock, New Old National Preferred Stock, or South State Old National Equity Awards by any CenterState Insiders First Midwest Section 16 Individuals who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState Cadence and South State ▇▇▇▇▇▇▇▇▇▇ agree that, in order to most effectively compensate and retain CenterState those officers and directors of Cadence subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Cadence Insiders”), both prior to and after the Effective Time, it is desirable that CenterState Cadence 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 CenterState Cadence Common Stock, Cadence Preferred Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Cadence Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.19. CenterState shall deliver to South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”), and the Board The Boards of Directors of South State Huntington and of CenterStateCadence, 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 necessary or appropriate to cause (x) in the case of CenterState) Cadence, any dispositions of CenterState Cadence Common Stock, Cadence Preferred Stock or CenterState Cadence Equity Awards by the CenterState Insiders, Cadence Insiders and (y) in the case of South State) Huntington, any acquisitions of South State Huntington Common Stock, New Huntington Preferred Stock (or South State depositary shares in respect thereof) or equity awards of Huntington into which the Cadence Equity Awards awards are converted by any CenterState Cadence Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity Huntington 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). CenterState The Seller and South State the Company agree that, in order to most effectively compensate and retain CenterState InsidersInsiders in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState Insiders not be subject to a relieved of the risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of CenterState Seller Common Stock Stock, Options, Seller stock-based awards into shares of South State Company Common Stock and Company rollover options and other awards denominated in the Merger and the conversion shares of CenterState Equity Awards into corresponding South State Equity Awards Company Common Stock in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.8. CenterState shall deliver Following the delivery to South State the Company of the Section 16 Information in a reasonably timely fashion prior to fashion, the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”), and the Board of Directors of South State and of CenterStateCompany Board, or a committee of non“Non-employee directors Employee Directors” thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and will adopt a resolution providing that the receipt by Insiders of Company Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for or satisfaction of CenterState) any dispositions shares of CenterState Company Common Stock or CenterState Equity Awards Company stock-based awards, and of Company rollover options upon conversion of Options, in each case, pursuant to the transactions contemplated by this Agreement and to the CenterState extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. “Section 16 Information” will mean information accurate in all material respects regarding Insiders, the number of shares of Seller Common Stock held by each such Insider and (expected to be exchanged for Company Common Stock in the case Merger, and the number and description of South State) any acquisitions of South State Options and Seller stock-based awards held by each such Insider and expected to be converted into Company rollover options and exchanged for Company Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following awards denominated therein in connection with the Merger; provided, however, that the requirement for a description of any Options and Seller stock-based awards will be deemed to be satisfied if copies of all Seller stock plans and other Seller benefit plans, and forms of agreements evidencing grants thereunder, under which such Options and Seller stock-based awards, respectively, have been granted to Insiders, have been made available to the Company. “Insiders” will mean those officers or and directors of the Surviving Entity Seller who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 lawSection 16 Information.

Exemption from Liability Under Section 16(b). CenterState The Company and South State Parent agree that, in order to most effectively compensate and retain CenterState InsidersCompany Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that CenterState Company 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 Law in connection with the conversion of shares of CenterState Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs into Parent Common Stock into shares of South State Common Stock and Parent options, restricted shares, performance stock units and restricted stock units, as the case may be, in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the MergerMergers, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.185.15. CenterState shall deliver Assuming the Company delivers to South State Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState the Company who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Company Insiders”), the number of shares of Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs held by each such Company Insider expected to be exchanged in the Board of Directors of South State and of CenterStateMergers, Parent Board, 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 (adopt a resolution providing in substance that the case of CenterState) any dispositions of CenterState Common Stock or CenterState Equity Awards receipt by the CenterState InsidersCompany Insiders of Parent Common Stock, Parent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of South State) any acquisitions of South State exchange for Company Common Stock, Company Stock or South State Equity Awards by any CenterState Insiders whoOptions, immediately following the MergerCompany Restricted Shares, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange ActCompany PSUs and Company RSUs, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw. Prior to the Effective Time, the Company shall take all actions necessary or appropriate to ensure that the dispositions of equity securities of the Company (including derivative securities) pursuant to the transactions contemplated by this Agreement by any officer or director of the Company who is subject to Section 16 of the Exchange Act are exempt under Rule 16b-3 promulgated under the Exchange Act.

Exemption from Liability Under Section 16(b). CenterState William Penn and South State Mid Penn agree that, in order to most effectively compensate and retain CenterState InsidersWilliam Penn Insiders (as defined below), both prior to and after the Effective Time, it is desirable that CenterState William Penn 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 CenterState William Penn Common Stock into shares of South State Mid Penn Common Stock in the Merger and the conversion of CenterState Equity Awards any William Penn Options or William Penn Restricted Stock into corresponding South State Equity Awards stock options or shares of restricted stock of Mid Penn in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.188.6. CenterState William Penn shall deliver to South State Mid Penn in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState William Penn subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState William Penn Insiders”), and the Board of Directors of South State William Penn and of CenterStateMid Penn, 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 CenterStateWilliam Penn) any dispositions of CenterState William Penn Common Stock, William Penn Options or William Penn Restricted Stock or CenterState Equity Awards by the CenterState William Penn Insiders, and (in the case of South StateMid Penn) any acquisitions of South State Mid Penn Common Stock or South State Equity Awards stock options or shares of restricted stock of Mid Penn by any CenterState William Penn Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState CIT and South State BancShares agree that, in order to most effectively compensate and retain CenterState CIT Insiders, both prior to and after the Effective Time, it is desirable that CenterState CIT 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 CenterState CIT Common Stock and CIT Preferred Stock into shares of South State BancShares Class A Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards New BancShares Preferred Stock in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.17. CenterState CIT shall deliver to South State BancShares in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState CIT subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState CIT Insiders”), and the Board of Directors of South State BancShares and of CenterStateCIT, 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 CenterStateCIT) any dispositions of CenterState CIT Common Stock, CIT Preferred Stock or CenterState CIT Equity Awards by the CenterState CIT Insiders, and (in the case of South StateBancShares) any acquisitions of South State BancShares Class A Common Stock or South State Equity Awards New BancShares Preferred Stock by any CenterState CIT Insiders who, immediately following the Mergertransactions contemplated by this Agreement, will be officers or directors of the Surviving Entity BancShares 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). CenterState Webster and South State Sterling agree that, in order to most effectively compensate and retain CenterState Sterling Insiders, both prior to and after the Effective Time, it is desirable that CenterState Sterling 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 CenterState Sterling Common Stock, Sterling Series A Preferred Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Sterling Equity Awards into corresponding South State Webster Common Stock, New Webster Preferred Stock or W▇▇▇▇▇▇ Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.19. CenterState Sterling shall deliver to South State Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Sterling Insiders”), and the Board of Directors of South State Webster and of CenterStateSterling, 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 CenterStateSterling) any dispositions of CenterState Sterling Common Stock, Sterling Series A Preferred Stock or CenterState Sterling Equity Awards by the CenterState Sterling Insiders, and (in the case of South StateWebster) any acquisitions of South State Webster Common Stock Stock, New Webster Preferred Stock, or South State W▇▇▇▇▇▇ Equity Awards by any CenterState Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState Webster and South State Sterling agree that, in order to most effectively compensate and retain CenterState Sterling Insiders, both prior to and after the Effective Time, it is desirable that CenterState Sterling 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 CenterState Sterling Common Stock, Sterling Series A Preferred Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Sterling Equity Awards into corresponding South State Webster Common Stock, New Webster Preferred Stock or ▇▇▇▇▇▇▇ Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.19. CenterState Sterling shall deliver to South State Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Sterling Insiders”), and the Board of Directors of South State Webster and of CenterStateSterling, 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 CenterStateSterling) any dispositions of CenterState Sterling Common Stock, Sterling Series A Preferred Stock or CenterState Sterling Equity Awards by the CenterState Sterling Insiders, and (in the case of South StateWebster) any acquisitions of South State Webster Common Stock Stock, New Webster Preferred Stock, or South State ▇▇▇▇▇▇▇ Equity Awards by any CenterState Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState PNFP and South State CAVB agree that, in order to most effectively compensate and retain CenterState InsidersCAVB Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState CAVB 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 CenterState CAVB Common Stock and CAVB Stock Options into shares of South State PNFP Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.11. CenterState shall deliver Assuming that CAVB delivers to South State PNFP the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”)fashion, and the Board of Directors of South State and of CenterStatePNFP, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by CAVB Insiders of PNFP Common Stock in exchange for shares of CAVB Common Stock, and of options on PNFP Common Stock upon conversion of options on CAVB Common Stock, in any event prior each case pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term "Section 16 Information" shall mean information accurate in all material respects regarding CAVB Insiders, the number of CenterState) any dispositions shares of CenterState CAVB Common Stock or CenterState Equity Awards held by the CenterState Insiders, each such CAVB Insider and (in the case of South State) any acquisitions of South State expected to be exchanged for PNFP Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following in the Merger, will and the number and description of the options on CAVB Common Stock held by each such CAVB Insider and expected to be converted into options on PNFP Common Stock in connection with the Merger; provided that the requirement for a description of any CAVB Stock Options shall be deemed to be satisfied if copies of all CAVB Stock Plans, and forms of agreements evidencing grants thereunder, under which such CAVB Stock Options have been granted, have been made available to PNFP. The term "CAVB Insiders" shall mean those officers or and directors of the Surviving Entity CAVB who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 lawSection 16 Information.

Exemption from Liability Under Section 16(b). CenterState IBTX and South State SouthState agree that, in order to most effectively compensate and retain CenterState IBTX Insiders, both prior to and after the Effective Time, it is desirable that CenterState IBTX 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 CenterState IBTX Common Stock into shares of South State SouthState Common Stock in the Merger and the conversion of CenterState IBTX Equity Awards into corresponding South State SouthState Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.186.19. CenterState IBTX shall deliver to South State SouthState in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState IBTX subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState IBTX Insiders”), and the Board of Directors of South State SouthState and of CenterStateIBTX, 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 CenterStateIBTX) any dispositions of CenterState IBTX Common Stock or CenterState IBTX Equity Awards by the CenterState IBTX Insiders, and (in the case of South StateSouthState) any acquisitions of South State SouthState Common Stock or South State SouthState Equity Awards by any CenterState IBTX Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case 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). CenterState Acquiror and South State Target agree that, in order to most effectively compensate and retain CenterState InsidersTarget Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState 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 of shares of CenterState Target Common Stock and Target Stock Options into shares of South State Acquiror Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.11. CenterState shall deliver Assuming that Target delivers to South State Acquiror the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”)fashion, and the Board of Directors of South State and of CenterStateAcquiror, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by Target Insiders of Acquiror Common Stock in exchange for shares of Target Common Stock, and of options on Acquiror Common Stock upon assumption of options to purchase Target Common Stock, in any event prior each case pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding Target Insiders, the number of CenterState) any dispositions shares of CenterState Target Common Stock or CenterState Equity Awards held by the CenterState Insiders, each such Target Insider and (in the case of South State) any acquisitions of South State expected to be exchanged for Acquiror Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following in the Merger, will and the number and description of the options on Target Common Stock held by each such Target Insider and expected to be assumed by Acquiror in connection with the Merger; provided that the requirement for a description of any Target Stock Options shall be deemed to be satisfied if copies of all Target Stock Plans, and forms of agreements evidencing grants thereunder, under which such Target Stock Options have been granted, have been made available to Acquiror. The term “Target Insiders” shall mean those officers or and directors of the Surviving Entity Target who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 lawSection 16 Information.

Exemption from Liability Under Section 16(b). CenterState Sterling and South State Provident agree that, in order to most effectively compensate and retain CenterState InsidersSterling Insiders (as defined below), both prior to and after the Effective Time, it is desirable that CenterState Sterling 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 CenterState Sterling Common Stock into shares of South State Provident Common Stock in the Merger and the conversion of CenterState Equity Sterling Stock Options and Sterling Restricted Stock Awards into corresponding South State Equity Provident Stock Options or Provident Restricted Stock Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.18. CenterState shall deliver Assuming Sterling delivers to South State Provident in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Sterling Insiders”), and the Board of Directors of South State Provident and of CenterStateSterling, 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 CenterState) any dispositions of CenterState Sterling Common Stock, Sterling Restricted Stock Awards or CenterState Equity Awards Sterling Stock Options by the CenterState Sterling Insiders, and (in the case of South State) any acquisitions of South State Provident Common Stock, Provident Restricted Stock Awards or South State Equity Awards Provident Stock Options by any CenterState Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState LNKB and South State BHRB agree that, in order to most effectively compensate and retain CenterState LNKB Insiders, both prior to and after the Effective Time, it is desirable that CenterState LNKB 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 CenterState LNKB Common Stock into shares of South State BHRB Common Stock or shares underlying LNKB Restricted Stock Awards or LNKB RSUs into shares of BHRB Common Stock in the Merger Merger, and the conversion of CenterState any LNKB Equity Awards into corresponding South State BHRB Equity Awards in the Merger, as contemplated by this Agreement, and for that compensatory and retentive purposes agree to the provisions of this Section 6.186.17. CenterState LNKB shall deliver to South State BHRB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState LNKB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState LNKB Insiders”), and the Board of Directors of South State BHRB and of CenterStateLNKB, 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 CenterStateLNKB) any dispositions of CenterState LNKB Common Stock or CenterState LNKB Restricted Stock Awards, LNKB RSUs or LNKB Equity Awards by the CenterState LNKB Insiders, and (in the case of South StateBHRB) any acquisitions of South State BHRB Common Stock or South State BHRB Equity Awards by any CenterState LNKB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState Parent and South State the Company agree that, in order to most effectively compensate and retain CenterState Insidersthe Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState the Company 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 law. Assuming that the conversion of shares of CenterState Common Stock into shares of South State Common Stock in Company delivers to Parent the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Company Section 6.18. CenterState shall deliver to South State 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”), and the Board of Directors of South State and of CenterStateParent, 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, thereafter and in any event prior to the Effective Time, take all Time adopt a resolution providing in substance that the receipt by the Company Insiders (as defined below) of Parent Common Stock in exchange for shares of Company Common Stock pursuant to the transactions contemplated hereby and to the extent such steps as may be required to cause (securities are listed in the case Company Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Company Insiders, the number of CenterState) any dispositions shares of CenterState Company Common Stock or CenterState Equity Awards held by the CenterState Insiders, each such Company Insider and (in the case of South State) any acquisitions of South State expected to be exchanged for Parent Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following in the Merger, will and the number and description of the options to purchase shares of Company Common Stock held by each such Company Insider and expected to be converted into options to purchase shares of Parent Common Stock in connection with the Merger; provided that the requirement for a description of any Company Options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such Options have been granted have been made available to Parent. “Company Insiders” shall mean those present or former officers or and directors of the Surviving Entity Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 lawCompany Section 16 Information.

Exemption from Liability Under Section 16(b). CenterState PNC and South State the Company agree that, in order to most effectively compensate and retain CenterState Insidersthe Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState the Company 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 CenterState Company Common Stock and Company Options into shares or options of South State Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards PNC in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.185.14. CenterState shall deliver Assuming that the Company delivers to South State PNC the Company Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”), and the Board of Directors of South State and of CenterStatePNC, 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, thereafter and in any event prior to the Effective Time, take all Time adopt a resolution providing in substance that the receipt by the Company Insiders (as defined below) of PNC Common Stock in exchange for shares of Company Common Stock pursuant to the transactions contemplated hereby and to the extent such steps as may be required to cause (securities are listed in the case Company Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Company Insiders, the number of CenterState) any dispositions shares of CenterState Company Common Stock or CenterState Equity Awards held by the CenterState Insiders, each such Company Insider and (in the case of South State) any acquisitions of South State expected to be exchanged for PNC Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following in the Merger, will and the number and description of the options to purchase shares of Company Common Stock held by each such Company Insider and expected to be converted into options to purchase shares of PNC Common Stock in connection with the Merger; provided that the requirement for a description of any Company Options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such Options have been granted have been made available to PNC. “Company Insiders” shall mean those present or former officers or and directors of the Surviving Entity Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Company Section 16 Information. Prior to the Effective Time, the board of directors of the Company, 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 adopt a resolution providing in each case substance that the disposition by the Company Insiders of Company Common Stock in exchange for the Consideration pursuant to the transactions contemplated by this Agreement, hereby us intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). CenterState Cadence and South State BancorpSouth agree that, in order to most effectively compensate and retain CenterState Cadence Insiders, both prior to and after the Effective Time, it is desirable that CenterState Cadence 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 CenterState Cadence Common Stock into shares of South State BancorpSouth Common Stock in the Merger and the conversion of CenterState Cadence Equity Awards into corresponding South State BancorpSouth Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.20. CenterState Cadence shall deliver to South State BancorpSouth in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Cadence subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Cadence Insiders”), and the Board of Directors of South State BancorpSouth and of CenterStateCadence, 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 CenterStateCadence) any dispositions of CenterState Cadence Common Stock or CenterState Cadence Equity Awards by the CenterState Cadence Insiders, and (in the case of South StateBancorpSouth) any acquisitions of South State BancorpSouth Common Stock or South State BancorpSouth Equity Awards by any CenterState Cadence Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case 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). CenterState HTLF and South State UMB agree that, in order to most effectively compensate and retain CenterState HTLF Insiders, both prior to and after the Effective Time, it is desirable that CenterState HTLF 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 CenterState HTLF Common Stock into shares of South State UMB Common Stock or shares of HTLF Series E Preferred Stock(or depositary shares in respect thereof) into shares of UMB Series A Preferred Stock (or depositary shares in respect thereof), as applicable, in the Merger and the conversion of CenterState any HTLF Equity Awards into corresponding South State UMB Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.18‎Section 6.19. CenterState HTLF shall deliver to South State UMB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState HTLF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState HTLF Insiders”), and the Board of Directors of South State UMB and of CenterStateHTLF, 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 CenterStateHTLF) any dispositions of CenterState HTLF Common Stock, HTLF Series E Preferred Stock (or CenterState depositary shares in respect thereof) or HTLF Equity Awards by the CenterState HTLF Insiders, and (in the case of South StateUMB) any acquisitions of South State UMB Common Stock, UMB Series A Preferred Stock (or South State depositary shares in respect thereof) or UMB Equity Awards by any CenterState HTLF Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving Entity 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). CenterState Washington Banking and South State Heritage agree that, in order to most effectively compensate and retain CenterState InsidersWashington Banking Insiders (as defined below), both prior to and after the Effective Time, it is desirable that CenterState Washington Banking 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 CenterState Washington Banking Common Stock into shares of South State Heritage Common Stock in the Merger and the conversion of CenterState Equity Washington Banking Stock Options and Washington Banking Restricted Stock Unit Awards into corresponding South State Equity the right to receive Heritage Common Stock subject to the terms and conditions of such Washington Banking Options and Washington Banking Restricted Stock Unit Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.186.17. CenterState shall deliver Assuming Washington Banking delivers to South State Heritage in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Washington Banking subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Washington Banking Insiders”), and the Board of Directors of South State Heritage and of CenterStateWashington Banking, 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 CenterState) any dispositions of CenterState Washington Banking Common Stock, Washington Banking Restricted Stock Unit Awards or CenterState Equity Awards Washington Banking Stock Options by the CenterState Washington Banking Insiders, and (in the case of South State) any acquisitions of South State Heritage Common Stock or South State Equity Awards pursuant to Article I by any CenterState Washington Banking Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState HTLF and South State UMB agree that, in order to most effectively compensate and retain CenterState HTLF Insiders, both prior to and after the Effective Time, it is desirable that CenterState HTLF 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 CenterState HTLF Common Stock into shares of South State UMB Common Stock or shares of HTLF Series E Preferred Stock(or depositary shares in respect thereof) into shares of UMB Series A Preferred Stock (or depositary shares in respect thereof), as applicable, in the Merger and the conversion of CenterState any HTLF Equity Awards into corresponding South State UMB Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.186.19. CenterState HTLF shall deliver to South State UMB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState HTLF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState HTLF Insiders”), and the Board of Directors of South State UMB and of CenterStateHTLF, 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 CenterStateHTLF) any dispositions of CenterState HTLF Common Stock, HTLF Series E Preferred Stock (or CenterState depositary shares in respect thereof) or HTLF Equity Awards by the CenterState HTLF Insiders, and (in the case of South StateUMB) any acquisitions of South State UMB Common Stock, UMB Series A Preferred Stock (or South State depositary shares in respect thereof) or UMB Equity Awards by any CenterState HTLF Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving Entity 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). CenterState Hexcel and South State Woodward agree that, in order to most effectively compensate and retain CenterState the officers and directors of Hexcel subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Hexcel Insiders”), both prior to and after the Effective Time, it is desirable that CenterState Hexcel 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 Law in connection with the conversion of shares of CenterState Hexcel Common Stock into shares of South State Woodward Common Stock in the Merger and the conversion of CenterState Hexcel Equity Awards into corresponding South State Woodward Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.18. CenterState Hexcel shall deliver to South State Woodward in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Hexcel Insiders”), and the Board Boards of Directors of South State Hexcel, Woodward, and of CenterStatethe Combined Company, as applicable, 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 CenterStateHexcel) any dispositions of CenterState Hexcel Common Stock or CenterState Hexcel Equity Awards by the CenterState Hexcel Insiders, and (in the case of South StateWoodward) any acquisitions of South State Woodward Common Stock or South State Woodward Equity Awards by any CenterState Hexcel Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity Combined Company 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 lawLaw.

Exemption from Liability Under Section 16(b). CenterState Atlantic Capital and South State agree that, in order to most effectively compensate and retain CenterState Atlantic Capital Insiders, both prior to and after the Effective Time, it is desirable that CenterState Atlantic Capital 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 CenterState Atlantic Capital Common Stock into shares of South State Common Stock in the Merger and the conversion of CenterState Atlantic Capital Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.186.19. CenterState Atlantic Capital shall deliver to South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Atlantic Capital subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Atlantic Capital Insiders”), and the Board of Directors of South State and of CenterStateAtlantic Capital, 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 CenterStateAtlantic Capital) any dispositions of CenterState Atlantic Capital Common Stock or CenterState Atlantic Capital Equity Awards by the CenterState Atlantic Capital Insiders, and (in the case of South State) any acquisitions of South State Common Stock or South State Equity Awards by any CenterState Atlantic Capital Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case 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). CenterState BANC and South State PACW agree that, in order to most effectively compensate and retain CenterState PACW Insiders, both prior to and after the Effective Time, it is desirable that CenterState 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 CenterState PACW Common Stock into shares of South State Common Stock in the Merger and the conversion of CenterState PACW Equity Awards into corresponding South State BANC Common Stock or BANC Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.22. CenterState PACW shall deliver to South State BANC in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState PACW subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState PACW Insiders”), and the Board of Directors of South State BANC and of CenterStatePACW, 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 CenterStatePACW) any dispositions of CenterState PACW Common Stock or CenterState PACW Equity Awards by the CenterState PACW Insiders, and (in the case of South StateBANC) any acquisitions of South State BANC Common Stock or South State BANC Equity Awards by any CenterState PACW Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity 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). CenterState GWB and South State FIBK agree that, in order to most effectively compensate and retain CenterState GWB Insiders, both prior to and after the Effective Time, it is desirable that CenterState GWB 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 CenterState GWB Common Stock into shares of South State FIBK Class A Common Stock in the Merger and the conversion of CenterState GWB Equity Awards into corresponding South State FIBK Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.18. CenterState GWB shall deliver to South State FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState GWB Insiders”), and the Board of Directors of South State FIBK and of CenterStateGWB, 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 CenterStateGWB) any dispositions of CenterState GWB Common Stock or CenterState GWB Equity Awards by the CenterState GWB Insiders, and (in the case of South StateFIBK) any acquisitions of South State FIBK Class A Common Stock or South State FIBK Equity Awards by any CenterState GWB Insiders who, immediately following the Merger, will be officers or directors of the Surviving 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). CenterState TCBI and South State IBTX agree that, in order to most effectively compensate and retain CenterState TCBI Insiders, both prior to and after the Effective Time, it is desirable that CenterState 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 CenterState TCBI Common Stock and TCBI Preferred Stock into shares of South State IBTX Common Stock and New IBTX Preferred Stock in the Merger and the conversion of CenterState TCBI Equity Awards into corresponding South State IBTX Equity Awards in the MergerMerger consistent with Section 1.8 of this Agreement, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.18. CenterState TCBI shall deliver to South State IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState TCBI Insiders”), and the Board of Directors of South State IBTX and of CenterStateTCBI, 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 CenterStateTCBI) any dispositions of CenterState TCBI Common Stock, TCBI Preferred Stock or CenterState TCBI Equity Awards by the CenterState TCBI Insiders, and (in the case of South StateIBTX) any acquisitions of South State IBTX Common Stock Stock, New IBTX Preferred Stock, or South State IBTX Equity Awards by any CenterState TCBI Insiders who, immediately following the Merger, will be officers or directors of the Surviving 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). CenterState Green Dot and South State CommerceOne agree that, in order to most effectively compensate and retain CenterState Green Dot Insiders, both prior to and after the Second Effective Time, it is desirable that CenterState Green Dot 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 CenterState Green Dot Common Stock into shares of South State New CommerceOne Common Stock in the Merger Mergers and the conversion of CenterState Equity Green Dot RSU Awards into corresponding South State Equity New CommerceOne RSU Awards in the MergerMergers, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.15. CenterState Green Dot shall deliver to South State CommerceOne in a reasonably timely fashion prior to the First Effective Time accurate information regarding those officers and directors of CenterState Green Dot subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Green Dot Insiders”), and the Board of Directors of South State CommerceOne and of CenterStateGreen Dot, 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 First Effective Time, take all such steps as may be required to cause (in the case of CenterStateGreen Dot) any dispositions of CenterState Green Dot Common Stock or CenterState Equity Green Dot RSU Awards by the CenterState Green Dot Insiders, and (in the case of South StateCommerceOne) any acquisitions of South State New CommerceOne Common Stock or South State CommerceOne Equity Awards by any CenterState Green Dot Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving Entity CommerceOne 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). CenterState SunTrust and South State GB&T agree that, in order to most effectively compensate and retain CenterState InsidersGB&T Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState GB&T 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 CenterState GB&T Common Stock Stock, GB&T Options and GB&T Stock-Based Awards into shares of South State SunTrust Common Stock in the Merger Stock, Adjusted Options and the conversion of CenterState Equity Awards into corresponding South State Equity Awards Assumed Stock-Based Awards, respectively, in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.13. CenterState shall deliver Assuming that GB&T delivers to South State SunTrust the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Insiders”)fashion, and the Board of Directors of South State and of CenterStateSunTrust, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by GB&T Insiders of SunTrust Common Stock in exchange for shares of GB&T Common Stock, of Adjusted Options upon conversion of GB&T Options, and of Assumed Stock-Based Awards upon conversion of GB&T Stock-Based Awards, in any event prior each case pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term "Section 16 Information" shall mean information accurate in all material respects regarding GB&T Insiders, the number of CenterState) any dispositions shares of CenterState GB&T Common Stock or CenterState Equity Awards held by the CenterState Insiders, each such GB&T Insider and (in the case of South State) any acquisitions of South State expected to be exchanged for SunTrust Common Stock or South State Equity Awards by any CenterState Insiders who, immediately following in the Merger, will and the number and description of the GB&T Options and GB&T Stock-Based Awards held by each such GB&T Insider and expected to be converted into Adjusted Options and Assumed Stock-Based Awards, respectively, in connection with the Merger. The term "GB&T Insiders" shall mean those officers or and directors of the Surviving Entity GB&T who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed 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 lawSection 16 Information.

Exemption from Liability Under Section 16(b). CenterState GWB and South State FIBK agree that, in order to most effectively compensate and retain CenterState GWB Insiders, both prior to and after the Effective Time, it is desirable that CenterState GWB 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 CenterState GWB Common Stock into shares of South State FIBK Class A Common Stock in the Merger and the conversion of CenterState GWB Equity Awards into corresponding South State FIBK Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.18‎6.18. CenterState GWB shall deliver to South State FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState GWB Insiders”), and the Board of Directors of South State FIBK and of CenterStateGWB, 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 CenterStateGWB) any dispositions of CenterState GWB Common Stock or CenterState GWB Equity Awards by the CenterState GWB Insiders, and (in the case of South StateFIBK) any acquisitions of South State FIBK Class A Common Stock or South State FIBK Equity Awards by any CenterState GWB Insiders who, immediately following the Merger, will be officers or directors of the Surviving 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). CenterState TSYS and South State Global Payments agree that, in order to most effectively compensate and retain CenterState TSYS Insiders, both prior to and after the Effective Time, it is desirable that CenterState TSYS 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 CenterState TSYS Common Stock into shares of South State Global Payments Common Stock in the Merger and the conversion of CenterState TSYS Equity Awards into corresponding South State Global Payments Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.186.19. CenterState TSYS shall deliver to South State Global Payments in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState TSYS subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState TSYS Insiders”), and the Board of Directors of South State Global Payments and of CenterStateTSYS, 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 CenterStateTSYS) any dispositions of CenterState TSYS Common Stock or CenterState TSYS Equity Awards by the CenterState TSYS Insiders, and (in the case of South StateGlobal Payments) any acquisitions of South State Global Payments Common Stock or South State Global Payments Equity Awards by any CenterState TSYS Insiders who, immediately following the Merger, will be officers or directors of the Surviving 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). CenterState Allegiance and South State CBTX agree that, in order to most effectively compensate and retain CenterState Allegiance Insiders, both prior to and after the Effective Time, it is desirable that CenterState 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 CenterState Allegiance Common Stock into shares of South State CBTX Common Stock in the Merger and the conversion of CenterState Allegiance Equity Awards into corresponding South State CBTX Equity Awards in the MergerMerger consistent with Section 1.7 of this Agreement, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.18. CenterState Allegiance shall deliver to South State CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CenterState Allegiance Insiders”), and the Board of Directors of South State CBTX and of CenterStateAllegiance, 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 CenterStateAllegiance) any dispositions of CenterState Allegiance Common Stock or CenterState Allegiance Equity Awards by the CenterState Allegiance Insiders, and (in the case of South StateCBTX) any acquisitions of South State CBTX Common Stock or South State CBTX Equity Awards by any CenterState Allegiance Insiders who, immediately following the Merger, will be officers or directors of the Surviving 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). CenterState The Company and South State MTR agree that, in order to most effectively compensate and retain CenterState InsidersCompany Insiders and MTR Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that CenterState Company Insiders and MTR 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 Law in connection with the conversion of shares of CenterState MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Company Membership Interests into Parent Common Stock, Parent options, restricted shares of South State Common Stock and units, as the case may be, in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the MergerMergers, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.185.20. CenterState shall Assuming the Company and MTR deliver to South State Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState the Company and MTR who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (respectively, the “CenterState Company Insiders” and the “MTR Insiders”), the number of shares of MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Company Membership Interests be held by each such Company Insider or MTR Insider expected to be exchanged in the Board of Directors of South State and of CenterStateMergers, Parent Board, 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 (adopt a resolution providing in substance that the case of CenterState) any dispositions of CenterState Common Stock or CenterState Equity Awards receipt by the CenterState InsidersCompany Insiders and MTR Insiders of Parent Common Stock, Parent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of South State) any acquisitions of South State exchange for MTR Common Stock, MTR Stock or South State Equity Awards by any CenterState Insiders whoOptions, immediately following the MergerMTR Restricted Shares, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange ActMTR RSUs, and Company Membership Interests, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). CenterState Regions and South State AmSouth agree that, in order to most effectively compensate and retain CenterState InsidersAmSouth Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that CenterState AmSouth Insiders not be subject to a risk of liability under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of CenterState AmSouth Common Stock into shares of South State Regions Common Stock in the Merger and the conversion of CenterState Equity AmSouth Stock Options and AmSouth Stock-Based Awards into corresponding South State Equity Regions Stock Options or Regions Stock-Based Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.184.13. CenterState shall deliver Assuming AmSouth delivers to South State Regions in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CenterState AmSouth subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act (the “CenterState AmSouth Insiders”), the number of shares of AmSouth Common Stock to be held by each such AmSouth Insider expected to be exchanged for Regions Common Stock in the Merger, and the number and description of AmSouth Stock Options and AmSouth Stock-Based Awards held by each such AmSouth Insider and expected to be converted into Regions Stock Options or Regions Stock-Based Awards, the Board of Directors of South State and of CenterStateRegions, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the AmSouth Insiders of CenterState) any dispositions of CenterState Regions Common Stock or CenterState Equity Awards by the CenterState Insidersin exchange for shares of AmSouth Common Stock, and (in the case of South State) any acquisitions Regions Stock Options upon conversion of South State Common AmSouth Stock Options, or South State Equity Regions Stock-Based Awards by any CenterState Insiders who, immediately following the Merger, will be officers or directors upon conversion of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange ActAmSouth Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreement, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability Liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable lawLaw.