Common use of Brokers; Fairness Opinion Clause in Contracts

Brokers; Fairness Opinion. Neither HCBF nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that HCBF has engaged, and will pay a fee or commission to Sandler X’Xxxxx and Partners (“HCBF Financial Advisor”), in accordance with the terms of a letter agreement between HCBF Financial Advisor and HCBF, a true, complete and correct copy of which has been previously delivered by HCBF to CenterState. HCBF has received the opinion of the HCBF Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to CenterState) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of HCBF Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Brokers; Fairness Opinion. Neither HCBF HSBI nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that HCBF HSBI has engaged, and will pay a fee or commission to Sandler X’Xxxxx and Partners Pxxxx Xxxxxxx & Co. (“HCBF HSBI Financial Advisor”), in accordance with the terms of a letter agreement between HCBF HSBI Financial Advisor and HCBFHSBI, a true, complete and correct copy of which has been previously delivered by HCBF HSBI to CenterStateFBMS. HCBF HSBI has received the opinion of the HCBF HSBI Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to CenterStateFBMS) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of HCBF HSBI Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Brokers; Fairness Opinion. Neither HCBF nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that HCBF has engaged, and will pay a fee or commission to Sandler X’Xxxxx O’Xxxxx and Partners (“HCBF Financial Advisor”), in accordance with the terms of a letter agreement between HCBF Financial Advisor and HCBF, a true, complete and correct copy of which has been previously delivered by HCBF to CenterState. HCBF has received the opinion of the HCBF Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to CenterState) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of HCBF Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Brokers; Fairness Opinion. Neither HCBF BBI nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that HCBF BBI has engaged, and will pay a fee or commission to Sandler X’Xxxxx and Partners Xxxxx Xxxxxxx & Co. (“HCBF BBI Financial Advisor”), in accordance with the terms of a letter agreement between HCBF BBI Financial Advisor and HCBFBBI, a true, complete and correct copy of which has been previously delivered by HCBF BBI to CenterStateFBMS. HCBF BBI has received the opinion of the HCBF BBI Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to CenterStateFBMS) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of HCBF BBI Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.