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

Exemption from Section 16(b) Liability. Limestone and Peoples agree that, in order to most effectively compensate and retain those officers and directors of Limestone subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Limestone Insiders”), both before and after the Effective Time, it is desirable that Limestone 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 Limestone Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.20. Limestone shall deliver to Peoples in a reasonably timely fashion before the Effective Time accurate information regarding the Limestone Insiders, and the Boards of Directors of Peoples and of Limestone, 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 before the Effective Time take all steps as may be necessary or appropriate to cause (a) in the case of Limestone, any dispositions of Limestone Common Stock by Limestone Insiders and (b) in the case of Peoples, any acquisitions of Peoples Common Shares by any Limestone Insiders who, immediately following the Merger, will be officers or directors of Peoples 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 Section 16(b) Liability. Limestone SmartFinancial and Peoples the Company agree that, in order to most effectively compensate and retain those officers and directors of Limestone the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Limestone Insiders”)Act, both before prior to and after the Effective Time, it is desirable that Limestone Insiders such 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 Law in connection with the conversion or exchange of shares of Limestone Company Common Stock and Company Equity Awards in connection with the Mergertransactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.207.16. Limestone shall deliver to Peoples in a reasonably timely fashion before The board of directors of the Effective Time accurate information regarding the Limestone Insiders, and the Boards of Directors of Peoples and of LimestoneCompany, 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 before prior to the Effective Time take all steps such action as may be necessary or appropriate reasonably required to cause (a) in to be exempt from liability pursuant to Rule 16b-3 under the case of LimestoneExchange Act, to the fullest extent permitted by applicable Law, any dispositions of Limestone shares of Company Common Stock or Company Equity Awards that are treated as dispositions under such rule and result from the transactions contemplated by Limestone Insiders and (b) in this Agreement by each officer or director of the case of Peoples, any acquisitions of Peoples Common Shares by any Limestone Insiders who, immediately following the Merger, will be officers or directors of Peoples Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant Act with respect to the transactions contemplated by this AgreementCompany immediately prior to the Effective Time. The board of directors of SmartFinancial, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall prior to the Effective Time take all such action as may be reasonably required to cause to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act Act, to the fullest extent permitted by applicable lawLaw, any acquisitions of shares of SmartFinancial Common Stock (including derivative securities with respect to such shares) that are treated as acquisitions under such rule and result from the transactions contemplated by this Agreement by each individual who may become or is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SmartFinancial immediately after the Effective Time.

Exemption from Section 16(b) Liability. Limestone Premier Financial and Peoples agree that, in order to most effectively compensate and retain those officers and directors of Limestone Premier Financial subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Limestone Premier Financial Insiders”), both before and after the Effective Time, it is desirable that Limestone Premier Financial 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 Limestone Premier Financial Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.20. Limestone Premier Financial shall deliver to Peoples in a reasonably timely fashion before the Effective Time accurate information regarding the Limestone Premier Financial Insiders, and the Boards of Directors of Peoples Board and of LimestonePremier Financial 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 before the Effective Time take all steps as may be necessary or appropriate to cause (a) in the case of LimestonePremier Financial, any dispositions of Limestone Premier Financial Common Stock by Limestone Premier Financial Insiders and (b) in the case of Peoples, any acquisitions of Peoples Common Shares by any Limestone Premier Financial Insiders who, immediately following the Merger, will be officers or directors of Peoples 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 Section 16(b) Liability. Limestone Premier Financial and Peoples agree that, in order to most effectively compensate and retain those officers and directors of Limestone Premier Financial subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Limestone Premier Financial Insiders”), both before and after the Effective Time, it is desirable that Limestone Premier Financial 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 Limestone Premier Financial Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.20. Limestone Premier Financial shall deliver to Peoples in a reasonably timely fashion before the Effective Time accurate information regarding the Limestone Premier Financial Insiders, and the Boards of Directors of Peoples Board and of LimestonePremier Financial 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 before the Effective Time take all steps as may be necessary or appropriate to cause (a) in the case of LimestonePremier Financial, any dispositions of Limestone Premier Financial Common Stock by Limestone Premier Financial Insiders and (b) in the case of Peoples, any acquisitions of Peoples Common Shares by any Limestone Premier Financial Insiders who, immediately following the Merger, will be officers or directors of Peoples subject to the reporting Table of Contents 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.