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

Exemption from Liability Under Section 16(b). Synovus and Pinnacle agree that, in order to most effectively compensate and retain Synovus Insiders and Pinnacle Insiders, both prior to and after the Effective Time, it is desirable that 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 Synovus Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Preferred Stock and Pinnacle Equity Awards into corresponding 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 purpose agree to the provisions of this Section 8.20. Synovus and Pinnacle shall deliver to Newco in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders and Pinnacle Insiders, and the Board of Directors of Newco, 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 the receipt by the Synovus Insiders and Pinnacle Insiders of Newco Common Stock 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 and Pinnacle Equity Awards, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Section 16b-3 of the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Synovus The Seller and Pinnacle the Company agree that, in order to most effectively compensate and retain Synovus Insiders and Pinnacle Insidersin connection with the Merger, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus Seller Common Stock, Synovus Preferred StockOptions, Synovus Equity Awards, Pinnacle Seller stock-based awards into shares of Company Common Stock, Pinnacle Preferred Stock and Pinnacle Equity Awards into corresponding Company rollover options and other awards denominated in shares of Newco Company Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards, as the case may be, Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.8. Synovus and Pinnacle shall deliver Following the delivery to Newco the Company of the Section 16 Information in a reasonably timely fashion prior to fashion, the Effective Time accurate information regarding Synovus Insiders and Pinnacle Insiders, and the Board of Directors of NewcoCompany 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 in any event prior to the Effective Time, take all such steps as may be required to cause will adopt a resolution providing that the receipt by the Synovus Insiders and Pinnacle Insiders of Newco Company Common Stock in exchange for or satisfaction of shares of Synovus Company Common Stock and Pinnacle Common Stock, Newco Preferred Stock in exchange for shares of Synovus Preferred Stock and Pinnacle Preferred Stockor Company stock-based awards, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards of Company rollover options upon conversion of Synovus Equity Awards and Pinnacle Equity AwardsOptions, in each case 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 Section 16b-3 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 Merger, and the number and description of 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 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 and directors of Seller who are subject to the reporting requirements of Section 16(a) of the Exchange Act to and who are listed in the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Synovus SunTrust and Pinnacle BB&T agree that, in order to most effectively compensate and retain Synovus Insiders and Pinnacle SunTrust Insiders, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus SunTrust Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Stock and SunTrust Preferred Stock and Pinnacle SunTrust PSU Awards into shares of BB&T Common Stock and New BB&T Common Stock in the Merger and the conversion of SunTrust Equity Awards into corresponding shares of Newco Common Stock, Newco Preferred Stock, Assumed Synovus RSU BB&T Equity Awards and Assumed Pinnacle RSU Awards, as the case may be, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.20. Synovus and Pinnacle SunTrust shall deliver to Newco BB&T in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders those officers and Pinnacle directors of SunTrust subject to the reporting requirements of Section 16(a) of the Exchange Act (the “SunTrust Insiders”), and the Board of Directors of NewcoBB&T and of SunTrust, 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 receipt by the Synovus Insiders and Pinnacle Insiders case of Newco Common Stock in exchange for shares SunTrust) any dispositions of Synovus Common Stock and Pinnacle SunTrust Common Stock, Newco SunTrust Preferred Stock or SunTrust Equity Awards by the SunTrust Insiders, and (in exchange for shares the case of Synovus Preferred Stock and Pinnacle BB&T) any acquisitions of BB&T Common Stock, New BB&T Preferred Stock, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards upon conversion of Synovus or BB&T Equity Awards and Pinnacle Equity Awardsby any 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 Section Rule 16b-3 of under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Synovus NewBridge and Pinnacle Yadkin agree that, in order to most effectively compensate and retain Synovus NewBridge Insiders and Pinnacle Insiders(as defined below), both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus NewBridge Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Preferred Stock and Pinnacle NewBridge Equity Awards into corresponding 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 purpose agree to the provisions of this Section 8.206.17. Synovus and Pinnacle shall deliver Assuming NewBridge delivers to Newco Yadkin in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders those officers and Pinnacle directors of NewBridge subject to the reporting requirements of Section 16 (a) of the Exchange Act (the “NewBridge Insiders”), and the Board of Directors of NewcoYadkin and of NewBridge, 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 receipt case of NewBridge) any dispositions of NewBridge Common Stock or NewBridge Equity Awards by the Synovus Insiders NewBridge Insiders, and Pinnacle Insiders (in the case of Newco Yadkin) any acquisitions of Yadkin Common Stock in exchange for shares by any NewBridge Insiders who, immediately following the Merger, will be officers or directors of Synovus Common Stock and Pinnacle Common Stock, Newco Preferred Stock in exchange for shares the Surviving Corporation subject to the reporting requirements of Synovus Preferred Stock and Pinnacle Preferred Stock, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards upon conversion Section 16(a) of Synovus Equity Awards and Pinnacle Equity Awardsthe Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Section Rule 16b-3 of under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Synovus William Penn and Pinnacle Mid Penn agree that, in order to most effectively compensate and retain Synovus William Penn Insiders and Pinnacle Insiders(as defined below), both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus William Penn Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Stock into shares of Mid Penn Common Stock, Pinnacle Preferred Stock in the Merger and Pinnacle Equity Awards the conversion of any William Penn Options or William Penn Restricted Stock into corresponding stock options or shares of Newco Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards, as the case may be, restricted stock of Mid Penn in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 8.208.6. Synovus and Pinnacle William Penn shall deliver to Newco Mid Penn in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders those officers and Pinnacle directors of William Penn subject to the reporting requirements of Section 16(a) of the Exchange Act (the “William Penn Insiders”), and the Board of Directors of NewcoWilliam Penn and Mid 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 receipt by the Synovus Insiders and Pinnacle Insiders case of Newco Common Stock in exchange for shares William Penn) any dispositions of Synovus Common Stock and Pinnacle William Penn Common Stock, Newco Preferred William Penn Options or William Penn Restricted Stock by the William Penn Insiders, and (in exchange for the case of Mid Penn) any acquisitions of Mid Penn Common Stock or stock options or shares of Synovus Preferred Stock and Pinnacle Preferred Stockrestricted stock of Mid Penn by any William Penn Insiders who, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards upon conversion immediately following the Merger, will be officers or directors of Synovus Equity Awards and Pinnacle Equity Awardsthe Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Section Rule 16b-3 of under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Synovus Huntington and Pinnacle Unizan agree that, in order to most effectively compensate and retain Synovus Unizan Insiders and Pinnacle Insiders(as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus Unizan Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Preferred Stock and Pinnacle Equity Awards Unizan Stock Options into corresponding shares of Newco Huntington Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards Stock and Assumed Pinnacle RSU AwardsStock Options, as the case may beapplicable, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.12. Synovus and Pinnacle shall deliver Assuming that Unizan delivers to Newco Huntington the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders and Pinnacle Insidersfashion, and the Board of Directors of NewcoHuntington, 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 thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause adopt a resolution providing that the receipt by the Synovus Insiders and Pinnacle Unizan Insiders of Newco Huntington Common Stock in exchange for shares of Synovus Common Stock and Pinnacle Unizan Common Stock, Newco Preferred and of options on Huntington Common 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 and Pinnacle Equity Awardsoptions on Unizan Common Stock, 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 Section 16b-3 16(b) under the Exchange 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 Merger, and the number and description of the Exchange Act options on Unizan Common Stock held by each such Unizan Insider and expected to the fullest extent permitted by applicable law.be converted into options on Huntington Common Stock in connection with the

Exemption from Liability Under Section 16(b). Synovus Fifth Third and Pinnacle First National Bankshares agree that, in order to most effectively compensate and retain Synovus First National Bankshares Insiders and Pinnacle Insiders(as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus First National Bankshares Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Preferred Stock and Pinnacle Equity Awards First National Bankshares Stock Options into corresponding shares of Newco and options for Fifth Third Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards, as the case may be, Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.13. Synovus and Pinnacle shall deliver Assuming that First National Bankshares delivers to Newco Fifth Third the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders and Pinnacle Insidersfashion, and the Board of Directors of NewcoFifth 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 thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause adopt a resolution providing that the receipt by the Synovus Insiders and Pinnacle First National Bankshares Insiders of Newco Fifth Third Common Stock in exchange for shares of Synovus Common Stock and Pinnacle First National Bankshares Common Stock, Newco Preferred and of options for Fifth Third Common 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 and Pinnacle Equity Awardsoptions for First National Bankshares Common Stock, 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 Section 16b-3 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 shares of First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in the Merger, 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 and directors of First National Bankshares who are subject to the reporting requirements of Section 16(a) of the Exchange Act to and who are listed in the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Synovus IBKC and Pinnacle First Horizon agree that, in order to most effectively compensate and retain Synovus Insiders and Pinnacle IBKC Insiders, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus IBKC Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Stock and IBKC Preferred Stock and Pinnacle IBKC PSU Awards into shares of First Horizon Common Stock and New First Horizon Preferred Stock in the Merger and the conversion of IBKC Equity Awards into corresponding shares of Newco Common Stock, Newco Preferred Stock, Assumed Synovus RSU First Horizon Equity Awards and Assumed Pinnacle RSU Awards, as the case may be, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.22. Synovus and Pinnacle IBKC shall deliver to Newco First Horizon in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders those officers and Pinnacle directors of IBKC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “IBKC Insiders”), and the Board of Directors of NewcoFirst Horizon and of IBKC, 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 receipt by the Synovus Insiders and Pinnacle Insiders case of Newco Common Stock in exchange for shares IBKC) any dispositions of Synovus Common Stock and Pinnacle IBKC Common Stock, Newco IBKC Preferred Stock or IBKC Equity Awards by the IBKC Insiders, and (in exchange for shares the case of Synovus Preferred Stock and Pinnacle First Horizon) any acquisitions of First Horizon Common Stock, New First Horizon Preferred Stock, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards upon conversion of Synovus or First Horizon Equity Awards and Pinnacle Equity Awardsby any 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 Section Rule 16b-3 of under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Synovus SunTrust and Pinnacle GB&T agree that, in order to most effectively compensate and retain Synovus GB&T Insiders and Pinnacle Insiders(as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus GB&T Common Stock, Synovus Preferred GB&T Options and GB&T Stock, Synovus Equity Awards, Pinnacle -Based Awards into shares of SunTrust Common Stock, Pinnacle Preferred Stock and Pinnacle Equity Awards into corresponding shares of Newco Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards Adjusted Options and Assumed Pinnacle RSU Stock-Based Awards, as the case may berespectively, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.13. Synovus and Pinnacle shall deliver Assuming that GB&T delivers to Newco SunTrust the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders and Pinnacle Insidersfashion, and the Board of Directors of NewcoSunTrust, 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 thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause adopt a resolution providing that the receipt by the Synovus Insiders and Pinnacle GB&T Insiders of Newco SunTrust Common Stock in exchange for shares of Synovus Common Stock and Pinnacle GB&T Common Stock, Newco Preferred Stock in exchange for shares of Synovus Preferred Stock and Pinnacle Preferred StockAdjusted Options upon conversion of GB&T Options, and of Assumed Synovus RSU Awards and Assumed Pinnacle RSU Stock-Based Awards upon conversion of Synovus Equity Awards and Pinnacle Equity GB&T Stock-Based Awards, 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 Section 16b-3 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 shares of GB&T Common Stock held by each such GB&T Insider and expected to be exchanged for SunTrust Common Stock in the Merger, 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 and directors of GB&T who are subject to the reporting requirements of Section 16(a) of the Exchange Act to and who are listed in the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Synovus BNY and Pinnacle Mellon agree that, in order to most effectively compensate and retain Synovus Mellon Insiders and Pinnacle InsidersBNY Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Synovus Mellon Insiders and Pinnacle BNY 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 Synovus Mellon Common Stock, Synovus Preferred Mellon Stock Options and Mellon Stock-Based Awards or ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Synovus Equity Awards, Pinnacle Common ▇▇▇ Stock Options and BNY Stock, Pinnacle Preferred Stock and Pinnacle Equity -Based Awards into corresponding shares of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Stock Options or Newco Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards and Assumed Pinnacle RSU -Based Awards, as the case may be, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.205.15. Synovus Assuming Mellon and Pinnacle shall BNY deliver to Newco in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders those officers and Pinnacle directors of Mellon and BNY subject to the reporting requirements of Section 16(a) of the 1934 Act (respectively, the “Mellon Insiders” and the “BNY Insiders”), the number of shares of Mellon Common Stock or BNY Common Stock held or to be held by each such Mellon Insider or BNY Insider expected to be exchanged for Newco Common Stock in the Merger, and the number and description of Mellon Stock Options and Mellon Stock-Based Awards or BNY Stock Options and BNY Stock-Based Awards held by each such Mellon Insider or BNY Insider and expected to be converted into Newco Stock Options or Newco Stock-Based Awards, the Board of Directors of Newco, 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 receipt by the Synovus Mellon Insiders and Pinnacle BNY Insiders of Newco Common Stock in exchange for shares of Synovus Mellon Common Stock and Pinnacle BNY Common Stock, and of Newco Preferred Stock in exchange for shares Options upon conversion of Synovus Preferred Mellon Stock and Pinnacle Preferred Options or BNY Stock Options, or Newco Stock, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU -Based Awards upon conversion of Synovus Equity Mellon Stock-Based Awards and Pinnacle Equity or BNY 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 Section 16b-3 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Synovus TCBI and Pinnacle IBTX agree that, in order to most effectively compensate and retain Synovus Insiders and Pinnacle TCBI Insiders, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus TCBI Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Stock and TCBI Preferred Stock into shares of IBTX Common Stock and Pinnacle New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into corresponding shares of Newco Common Stock, Newco Preferred Stock, Assumed Synovus RSU IBTX Equity Awards and Assumed Pinnacle RSU Awards, as the case may be, in the MergerMerger consistent with Section 1.8 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.18. Synovus and Pinnacle TCBI shall deliver to Newco IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders those officers and Pinnacle directors of TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI Insiders”), and the Board of Directors of NewcoIBTX and of TCBI, 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 receipt by the Synovus Insiders and Pinnacle Insiders case of Newco Common Stock in exchange for shares TCBI) any dispositions of Synovus Common Stock and Pinnacle TCBI Common Stock, Newco TCBI Preferred Stock or TCBI Equity Awards by the TCBI Insiders, and (in exchange for shares the case of Synovus Preferred Stock and Pinnacle IBTX) any acquisitions of IBTX Common Stock, New IBTX Preferred Stock, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards upon conversion of Synovus or IBTX Equity Awards and Pinnacle Equity Awardsby any 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 Section Rule 16b-3 of under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Synovus Washington Banking and Pinnacle Heritage agree that, in order to most effectively compensate and retain Synovus Washington Banking Insiders and Pinnacle Insiders(as defined below), both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus Washington Banking Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Stock into shares of Heritage Common Stock, Pinnacle Preferred Stock in the Merger and Pinnacle Equity the conversion of Washington Banking Stock Options and Washington Banking Restricted Stock Unit Awards into corresponding shares the right to receive Heritage Common Stock subject to the terms and conditions of Newco Common Stock, Newco Preferred Stock, Assumed Synovus RSU such Washington Banking Options and Washington Banking Restricted Stock Unit Awards and Assumed Pinnacle RSU Awards, as the case may be, in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 8.206.17. Synovus and Pinnacle shall deliver Assuming Washington Banking delivers to Newco Heritage in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders those officers and Pinnacle directors of Washington Banking subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Washington Banking Insiders”), and the Board of Directors of NewcoHeritage and of Washington 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 the receipt by the Synovus Insiders and Pinnacle Insiders any dispositions of Newco Common Stock in exchange for shares of Synovus Common Stock and Pinnacle Washington Banking Common Stock, Newco Preferred Washington Banking Restricted Stock in exchange for shares of Synovus Preferred Unit Awards or Washington Banking Stock and Pinnacle Preferred StockOptions by the Washington Banking Insiders, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards upon conversion any acquisitions of Synovus Equity Awards and Pinnacle Equity AwardsHeritage Common Stock pursuant to Article I by any Washington Banking Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Section Rule 16b-3 of under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Synovus Acquiror and Pinnacle Target agree that, in order to most effectively compensate and retain Synovus Target Insiders and Pinnacle Insiders(as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus Target Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Preferred Stock and Pinnacle Equity Awards Target Stock Options into corresponding shares of Newco Acquiror Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards, as the case may be, Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.11. Synovus and Pinnacle shall deliver Assuming that Target delivers to Newco Acquiror the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders and Pinnacle Insidersfashion, and the Board of Directors of NewcoAcquiror, 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 thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause adopt a resolution providing that the receipt by the Synovus Insiders and Pinnacle Target Insiders of Newco Acquiror Common Stock in exchange for shares of Synovus Common Stock and Pinnacle Target Common Stock, Newco Preferred and of options on Acquiror Common Stock in exchange for shares upon assumption of Synovus Preferred Stock and Pinnacle Preferred options to purchase Target Common Stock, and Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards upon conversion of Synovus Equity Awards and Pinnacle Equity Awards, 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 Section 16b-3 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 shares of Target Common Stock held by each such Target Insider and expected to be exchanged for Acquiror Common Stock in the Merger, 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 and directors of Target who are subject to the reporting requirements of Section 16(a) of the Exchange Act to and who are listed in the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Synovus PNFP and Pinnacle CAVB agree that, in order to most effectively compensate and retain Synovus CAVB Insiders and Pinnacle Insiders(as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Synovus Insiders and Pinnacle 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 Synovus CAVB Common Stock, Synovus Preferred Stock, Synovus Equity Awards, Pinnacle Common Stock, Pinnacle Preferred Stock and Pinnacle Equity Awards CAVB Stock Options into corresponding shares of Newco PNFP Common Stock, Newco Preferred Stock, Assumed Synovus RSU Awards and Assumed Pinnacle RSU Awards, as the case may be, Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 8.206.11. Synovus and Pinnacle shall deliver Assuming that CAVB delivers to Newco PNFP the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding Synovus Insiders and Pinnacle Insidersfashion, and the Board of Directors of NewcoPNFP, 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 thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause adopt a resolution providing that the receipt by the Synovus Insiders and Pinnacle CAVB Insiders of Newco PNFP Common Stock in exchange for shares of Synovus Common Stock and Pinnacle CAVB Common Stock, Newco Preferred and of options on PNFP Common 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 and Pinnacle Equity Awardsoptions on CAVB Common Stock, 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 Section 16b-3 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 shares of CAVB Common Stock held by each such CAVB Insider and expected to be exchanged for PNFP Common Stock in the Merger, 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 and directors of CAVB who are subject to the reporting requirements of Section 16(a) of the Exchange Act to and who are listed in the fullest extent permitted by applicable lawSection 16 Information.