Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (e) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act FRB and approval of such applications, filings applications and notices, (b) the filing of applications, filings applications and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, FDIC and approval of such applications, filings applications and notices, (c) the filing of any required applications, filings or applications and notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) New Jersey Department and the approval of such applications, filings applications and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby S-4 (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a /prospectus, to be filed ) with the SEC and the declaration by CenterState in connection with the transactions contemplated by this Agreement and declaration SEC of effectiveness of the Registration StatementS-4, (ef) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates/Articles Certificates of Merger with the Florida Secretary of State of the State of New York pursuant to the FBCA NYBCL and the Maryland State Department of Assessments and Taxation the Treasury of the State of New Jersey pursuant to the MGCL NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the extent requiredMerger on the NASDAQ Global Select Market, and (fi) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained under the securities commissions, and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 4.04 of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Authority are necessary Entity in connection with (i1) the execution and delivery by Charter Parent of this Agreement or Agreement, (ii2) the consummation by Charter Parent of the Merger and the other transactions contemplated hereby hereby, (including 3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by CharterBank Parent’s Bank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthe other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (cii) the filing of any required applications, filings or notices, as applicable, notices with the Financial Industry Regulatory Authority (“FINRA”) any Governmental Entity and the approval Other Regulatory Approvals listed in Section 6.4 of such applications, filings and noticesthe Parent Disclosure Schedule, (diii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Proxy Statement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement filing and declaration of effectiveness of the Registration StatementF-4, (eiv) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State of the State of Delaware pursuant to the FBCA DGCL and the Maryland State Department filing of Assessments articles of merger and Taxation pursuant articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the MGCL regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the extent requiredregulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (fvii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “Regulatory ApprovalsNSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Charter Parent of this Agreement or (ii) the consummation by Charter of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisAgreement.

Consents and Approvals. (a) Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardFRB”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings applications and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, FDIC and approval of such applications, filings applications and notices, (c) the filing of any required applications, filings or applications and notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) OCC, and the approval of such applications, filings applications and notices, (d) the filing of applications and notices, as applicable, with the SEC New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting meetings of Charterthe Company's shareholders and Parent’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and the filing with the SEC and the declaration of effectiveness by the SEC of the Registration Statement registration statement on Form S-4 (the “S-4”) in which the Proxy Statement-Prospectus Statement will be included as a joint proxy statement and prospectus, to be filed with (f) the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness approval of the Registration StatementCompany Shareholder Matters by the requisite vote of the shareholders of the Company, (eg) the filing of the Certificates/Articles Certificates of Merger with the Florida Secretary of State of the State of New York pursuant to the FBCA NYBCL and the Maryland State Department of Assessments and Taxation the Treasury of the State of New Jersey pursuant to the MGCL NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the extent requiredMerger on the NASDAQ Global Select Market, and (fi) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained under the securities commissions, and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.04 of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority are necessary Entity”) in connection with (i1) the execution and delivery by Charter the Company of this Agreement or Agreement, (ii2) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby hereby, (including 3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by CharterBank the Company’s Bank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthe other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Federal Reserve Board under the BHC Act, with the FDIC, with the MDOFR under Subtitle 7 of Governors Title 3 and Subtitle 9 of Title 5 of the Federal Reserve System MCFI, and with the Office of the Comptroller of the Currency (the “Federal Reserve BoardOCC”) under the BHC National Bank Act and the Home Owners’ Loan Act Bank Merger Act, and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, Securities and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC Exchange Commission of a proxy statement in definitive form relating to the meeting of CharterHBI’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 (the “Registration Statement Statement”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with and the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (ec) the filing of the Certificates/Maryland Articles of Merger with with, and its acceptance for record by, the Florida Secretary of State of the State of Maryland pursuant to the FBCA MGCL, the filing of the Pennsylvania Articles of Merger with, and its acceptance for record by, the Maryland Secretary of State Department of Assessments and Taxation the Commonwealth of Pennsylvania pursuant to the MGCL to the extent requiredETL, and the filing of the Bank Merger Certificates and (fd) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FNB Common Stock pursuant to this Agreement (and approval of the “Regulatory Approvals”)listing on the NYSE of such shares of FNB Common Stock issuable in the Merger, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Authority Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with (i) the execution and delivery by Charter HBI of this Agreement or and (ii) the consummation by Charter HBI of the Merger and the other transactions contemplated hereby (including this Agreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the consummation by CharterBank knowledge of HBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Requisite Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisbasis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, any required applications or notices with the OCC in connection with the Bank Merger, under the Bank Merger Act, any state or foreign agencies and approval of such applications, filings applications and noticesnotices (the "State Approvals"), (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a joint proxy statement in definitive form relating to the meeting meetings of Charter’s stockholders the Company's and Parent's shareholders (the "Company Meeting" and "Parent Meeting," respectively) to be held in connection with this Agreement Plan and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement-Prospectus”), ") and of the Registration Statement registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (ed) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary Michigan Department of State Consumer and Industry Services, Corporation, Securities and Land Development Bureau pursuant to the FBCA MBCA and the Maryland State Wisconsin Department of Assessments and Taxation Financial Institutions pursuant to the MGCL to the extent requiredWBCL, and (fe) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock pursuant to this Agreement Plan, and (f) the “Regulatory Approvals”)approval of this Plan by the requisite vote of the shareholders of the Company, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity") or with any third party are necessary in connection with (i) the execution and delivery by Charter the Company of this Agreement or Plan and (ii) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for No consent, waiver, authorization or approval of any Governmental Entity, and no declaration or notice to or filing or registration with any Governmental Entity, is necessary or required in connection with the execution and delivery of this Agreement by the Company or the performance by the Company or its Subsidiaries of their obligations hereunder, except for: (ai) the filing of applications, filings and notices, as applicable, the Certificate of Merger with the Board Secretary of Governors of State in accordance with the Federal Reserve System DGCL; (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (bii) the filing of applications, filings and notices, as applicable, the Subsequent Certificate of Merger with the OCC Secretary of State in connection accordance with the Bank Merger, under DGCL and the Bank Merger Act, and approval of such applications, filings and notices, DLLCA; (ciii) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) the filing of applications or notices regarding the transaction that is the subject of this Agreement (including the financing thereof) jointly by the parties with the FCC and State Regulators for, in the case of applications, approval of the transfer of control of the Company, and receipt of such approvals; (v) if applicable, notification to and clearance by CFIUS under Section 721 of the United States Defense Production Act of 1950, as amended (codified at 50 U.S.C. § 4565), and the regulations promulgated thereunder (31 C.F.R. Part 800) (“Section 721”); (vi) the filing of a notice by the Company with the U.S. Departments of Defense, Homeland Security, and Justice (the “Team Telecom Agencies”) pursuant to the terms of the September 26, 2011, network security agreement by and between the Company and the Team Telecom Agencies (the “2011 NSA”) regarding a planned change in control of the Company and amendment or termination of the 2011 NSA or negotiation of a new mitigation instrument with the Team Telecom Agencies; (vii) the filing of an updated certificate pertaining to foreign interests by the Company with the Defense Security Service (“DSS”) regarding a planned change in foreign ownership, control, and influence (“FOCI”) of Parent; (viii) applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (ix) such consents, waivers, authorizations or approvals of any required applicationsGovernmental Entity set forth on Schedule 3.4 of the Company Disclosure Schedule; and (x) such other consents, waivers, authorizations, approvals, declarations, notices, filings or notices, registrations as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating will be obtained or made prior to the meeting Closing or which, if not obtained or made, would not have a Company Material Adverse Effect or prevent or materially delay the consummation of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (e) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisAgreement.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (cii) the filing of any required applications, filings applications or notices, as applicable, notices with the Financial Industry Regulatory Authority (“FINRA”) any state or foreign agencies and the approval of such applications, filings applications and noticesnotices (the "State Approvals"), (diii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meeting meetings of Charter’s BANC ONE's shareholders and FCN's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement-Prospectus”), ") and of the Registration Statement registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eiv) the filing of the Certificates/Articles Certificate of Merger with the Florida Delaware Secretary of State pursuant to the FBCA DGCL, and certificate of merger with the Maryland State Department of Assessments and Taxation Ohio Secretary pursuant to the MGCL OGCL and a certificate of merger with the Delaware Secretary pursuant to the extent requiredDGCL in respect of the First Step Merger, (v) any notices to or filings with the Small Business Administration ("SBA"), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers or investment advisers, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (f"SRO"), and the rules of the NYSE, or which are required under consumer finance, mortgage banking and other similar laws, (vii) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of CenterState Newco Common Stock pursuant to this Agreement and (viii) the “Regulatory Approvals”)approval of this Agreement by the requisite vote of the stockholders of BANC ONE and FCN, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity") or with any third party are necessary in connection with (iA) the execution and delivery by Charter FCN of this Agreement or and (iiB) the consummation by Charter FCN of the Second Step Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (cii) the filing of any required applications, filings or notices, as applicable, notices with the United Kingdom Financial Industry Regulatory Services Authority (the “FINRAFSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and the any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and noticesnotices (the “Other Regulatory Approvals”), (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement Proxy Statement in definitive form relating to the meeting of CharterMBNA’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 (the Registration Statement “Form S-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (eiv) the filing of the Certificates/Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of the Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL MGCL, (v) any notices to or filings with the extent requiredSmall Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Bank of America Common Stock pursuant to this Agreement (and approval of listing of such Bank of America Common Stock on the “Regulatory Approvals”)NYSE, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter MBNA of the Merger and the other transactions contemplated hereby (including by this Agreement or the consummation Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by CharterBank MBNA of this Agreement or the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisStock Option Agreement.

Consents and Approvals. (a) Except for (ai) the filing of applications, filings applications and notices, as applicable, as to the Merger with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) OTS under the BHC Act HOLA and the Home Owners’ Loan Bank Merger Act and approval of such applications, filings applications and notices, (bii) the obtaining of a waiver from the Federal Reserve Board ("FRB") pursuant to the exception provided in 12 CFR Part 225.12(d), (iii) the filing of applications, filings applications and notices, as applicable, notices with the OCC in connection with Banking Commissioner of the Bank Merger, under State of Connecticut (the Bank Merger Act, "Connecticut Commissioner") and approval of such applications, filings applications and noticesnotices as to the Merger (the "State Banking Approvals"), (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (div) the filing with the SEC of a registration statement on Form S-4, which will include the proxy statement in definitive form relating to the meeting of Charter’s stockholders statement/prospectus to be held used in connection with this Agreement and soliciting the transactions contemplated hereby approval of Nutmeg's shareholders at the Special Meeting (including any amendments or supplements thereto, the “"Proxy Statement-Prospectus”"), and to register the shares of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, NewMil Common Stock to be filed with the SEC by CenterState issued in connection with the transactions contemplated by Merger (including the shares of NewMil Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof) (the "Registration Statement"), (v) the approval of this Agreement and declaration of effectiveness by the requisite vote of the Registration Statementshareholders of Nutmeg, (evi) the filing of the Certificates/Articles of Merger filings with the Florida OTS and the Connecticut Secretary of State pursuant to required in connection with the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredBank Merger Agreement, and (fvii) such filings filings, authorizations and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states or with The NASDAQ Stock Market, Inc. (or such other exchange as may be applicable) in connection with the issuance of the shares of CenterState NewMil Common Stock pursuant to this Agreement Agreement, and (viii) such notices, filings, authorizations, approvals or consents that are set forth in Section 3.4(a) of the “Regulatory Approvals”)Nutmeg Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity") or with any third party are necessary in connection with (i1) the execution and delivery by Charter Nutmeg of this Agreement, the Bank Merger Agreement or and the Option Agreement, and (ii2) the consummation by Charter Nutmeg of the Merger Merger, the Option Agreement and the other transactions contemplated hereby and thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect (including as defined in Section 9.13 hereof) on the consummation by CharterBank ability of NewMil to consummate the Bank Merger). As of the date hereof, Charter is not aware transactions contemplated hereby or thereby. (b) Nutmeg hereby represents to NewMil that it has no knowledge of any reason why approval or effectiveness of any of the necessary Regulatory Approvals and consents will applications, notices or filings referred to in Section 3.4(a) hereof cannot be received in order to permit consummation of the Merger and Bank Merger obtained or granted on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act FRB and approval of such applications, filings applications and notices, (b) the filing of applicationsapplications and notices, filings as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings applications and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (de) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Proxy Statement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and filing of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed S-4 with the SEC and the declaration by CenterState in connection with the transactions contemplated by this Agreement and declaration SEC of effectiveness of the Registration StatementS-4, (ef) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates/Articles Certificate of Merger and the Amended and Restated Certificate of Incorporation with the Florida Secretary Department of the Treasury of the State of New Jersey pursuant to the FBCA and BCA, (h) approval of the Maryland State Department listing of Assessments and Taxation pursuant the Parent Common Stock to be issued in the MGCL to Merger on the extent requiredNASDAQ Global Select Market, and (fi) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (j) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (k) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 4.4 of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Authority Entity or with any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on Parent) are necessary on behalf of Parent or Parent’s Bank in connection with (i1) the execution and delivery by Charter Parent of this Agreement or Agreement, (ii2) the consummation by Charter Parent of the Merger and the other transactions contemplated hereby hereby, (including 3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by CharterBank Parent’s Bank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthe other transactions contemplated thereby.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), the NYSE, state securities authorities, the Financial Industry Regulatory Authority, the Securities Investor Protection Corporation, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings and notices, as applicable, or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), the OTS, the FDIC, the Office of the State Bank Commissioner of the State of Delaware, the New Jersey Department of Banking and Insurance, the New York State Banking Department, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each, a “Governmental Entity”) under the BHC Act and the Home Owners’ Loan Act and approval of or non-objection to such applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (diii) the filing with the SEC of a proxy statement Proxy Statement in definitive form relating to the meeting of Charterthe Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including together with any supplements or amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 with respect to the Registration Statement Merger (the “Form S-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4, (eiv) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State of the State of Delaware pursuant to the FBCA and DGCL, (v) any notices to or filings with the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredSmall Business Administration, and (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NYSE, and (viii) the “Regulatory Approvals”)consents and approvals of third parties that are not Governmental Entities required to consummate the Merger, no consents or approvals of or notices to or filings or registrations with any Governmental Authority Entity or other third party are necessary in connection with the (iA) the execution and delivery by Charter of this Agreement or and (iiB) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger)this Agreement. As of the date hereof, Charter the Company is not aware of any reason why the necessary Requisite Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (cii) the filing of any required applications, filings or notices, as applicable, requisite applications with the Financial Industry Regulatory Authority Office of the Comptroller of the Currency (“FINRA”the "OCC") and the approval of such applications, filings (iii) the filing of any required applications or notices with any state agencies and noticesapproval of such applications and notices (the "State Approvals"), (div) the filing of any requisite applications with the Office of Thrift Supervision and the approval of such applications, (v) approval of the listing of the Parent Capital Stock to be issued in the Merger on the NYSE, (vi) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meeting meetings of Charter’s Parent's and Subject Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement-Prospectus”), ") and the filing and declaration of effectiveness of the Registration Statement registration statement on Form S- 4 (the "S-4") in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (evii) the filing of the Certificates/Articles Certificate of Merger with the Florida Delaware Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredDGCL, and (fviii) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of CenterState Common Parent Capital Stock pursuant to this Agreement, (ix) the adoption of the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement by the requisite vote of the stockholders of Subject Company and the approval of the Parent Vote Matters (as defined below) by the “Regulatory Approvals”requisite votes of the stockholders of Parent, (x) the consents and approvals set forth in Section 3.4 of the Subject Company Disclosure Schedule, and (xi) the consents and approvals of third parties which are not Governmental Entities (as defined below), the failure of which to obtain will not have and would not be reasonably expected to have a Material Adverse Effect, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any Governmental Authority third party are necessary in connection with (iA) the execution and delivery by Charter Subject Company of this Agreement or the Subject Company Documents and (iiB) the consummation by Charter Subject Company of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthereby.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRB”), Federal Reserve BoardDeposit Insurance Corporation (the “FDIC”), the Tennessee Department of Financial Institutions (the “TDFI”) under the BHC Act and the Home Owners’ Loan Act and approval North Carolina Office of such applications, filings and notices, the Commissioner of Banks (b) the filing of applications, filings and notices, as applicable“NCCOB”), with respect to the OCC in connection with Merger, the Second Step Merger and the Bank Merger, under the Bank Merger Actas applicable, and approval of such applications, filings applications and notices, (cii) the filing of any required applications, filings or noticesnotices with any other federal, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) state or foreign agencies or regulatory authorities and the approval or grant of such applications, filings and noticesnotices (the “Other Regulatory Approvals”), (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement Joint Proxy Statement/Prospectus in definitive form relating to the meeting meetings of CharterParent’s stockholders and Target’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-/Prospectus”), and of the Registration Statement registration statement on Form S-4 (the “Form S-4”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in which the Joint Proxy Statement-/Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4 by the SEC, (eiv) the filing of the Certificates/Articles of Merger and the North Carolina Articles of Merger with the Florida North Carolina Secretary of State pursuant to the FBCA and NCBCA, the Maryland State Department filing of Assessments and Taxation the Tennessee Articles of Merger with the Tennessee Secretary pursuant to the MGCL TBCA and the filing of the Bank Merger Certificates, (v) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the extent requiredregulation of broker-dealers, investment advisers or transfer agents, and the rules of Nasdaq, or which are required under consumer finance, insurance, mortgage banking and other similar laws, (fvii) compliance with the applicable requirements of the Exchange Act and such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock constituting the Merger Consideration pursuant to this Agreement Agreement, and (viii) the “Regulatory Approvals”)approval of the listing on Nasdaq of the shares of Parent Common Stock to be issued as the Merger Consideration, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) or Regulatory Agency are necessary in connection with (iA) the execution and delivery by Charter Parent and Merger Sub of this Agreement or (iiB) the consummation by Charter Parent or any of its Subsidiaries, as applicable, of the Merger Mergers and the other transactions contemplated hereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the Parent Disclosure Schedule, receipt of the Requisite Parent Vote and adoption and approval of the Bank Merger Agreement by Parent as the sole shareholder of Parent Bank, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary in connection with (x) the execution and delivery by Parent or Merger Sub of this Agreement or (y) the consummation by CharterBank Parent or any of its Subsidiaries, as applicable, of the Mergers and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (bc) the filing of applications, filings and notices, as applicable, with the OCC Idaho Department of Finance (the “Idaho Department”), and the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger, under Merger or the Bank Merger Acttransfer of the Shared-Loss Agreements, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of CharterHome’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 (the “S-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Cascade in connection with the transactions contemplated by this Agreement, to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the Registration StatementS-4, (e) any filings or notices with the U.S. Department of Justice under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL and the Oregon Secretary pursuant to the extent requiredOBCA, and the filing of the Bank Merger Certificates, and (fg) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of various states in connection with the issuance by Cascade of any securities pursuant to this Agreement and the approval of the listing of the shares of CenterState Cascade Common Stock pursuant to issued in conjunction with the transactions contemplated by this Agreement (on the “Regulatory Approvals”)NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter Home of this Agreement or (iiB) the consummation by Charter Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter Home is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act (including with respect to the qualification of TopCo and IntermediateCo as bank holding companies and the Home Owners’ Loan Act indirect acquisition by Parent of the Company’s interest in Pennsylvania Commerce), the New Jersey Department of Banking and approval Insurance, the Pennsylvania Department of such applications, filings Banking and notices, the Superintendent of Financial Institutions (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”Canada) and the approval of such applications, filings applications and notices, (dii) approval of the listing on the Toronto Stock Exchange and the New York Stock Exchange of the Parent Common Shares to be issued in the Merger and to be reserved for issuance upon exercise of the Parent Options issued in substitution for Company Options pursuant to Section 2.4, (iii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders the shareholders of the Company to be held in connection with to vote on the approval of this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-/Prospectus”), ) and the filing and declaration of effectiveness of the Registration Statement registration statement on Form F-4 (the “Form F-4”) in which the Proxy Statement-/Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement prospectus and declaration of effectiveness of the Registration Statementany filings or approvals under applicable state securities Laws, (eiv) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary New Jersey Department of State the Treasury, Division of Commercial Recording pursuant to the FBCA NJBCA and such other Governmental Entities as required by the NJBCA, (v) the approval of this Agreement by the Required Company Vote, (vi) the consents and approvals set forth in Section 4.4 of the Company Disclosure Schedule, (vii) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the Maryland State Department expiration or termination of Assessments and Taxation pursuant to any applicable waiting periods thereunder, (viii) the MGCL to the extent requiredconsents, and (f) such authorizations, approvals, filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states exemptions in connection with the issuance applicable provisions of federal or state securities Laws or the shares rules or regulations of CenterState Common Stock pursuant any applicable self-regulatory organization, in any such case relating to this Agreement the regulation of broker-dealers, investment companies and investment advisors, (ix) the “Regulatory Approvals”)consents, authorizations, approvals, filings or exemptions in connection with the applicable provisions of insurance Laws and (x) the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”) or of or with any Governmental Authority other third party by and on behalf of the Company (or by or on behalf of any acquiror of the Company) are necessary in connection with (iA) the execution and delivery by Charter the Company of this Agreement or and (iiB) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act and the Home Owners’ Loan Act Act”), and approval of such applications, filings and notices, (biii) the filing of applications, filings and notices, as applicable, with the OCC Office of the Comptroller of the Currency (the “OCC”), the Connecticut Department of Banking (“CDOB”) and the FDIC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (civ) the filing of any required applications, filings or notices, as applicable, and notices with the Financial Industry Regulatory Authority Massachusetts Board of Bank Incorporation (the “FINRABBI”) to become a Massachusetts bank holding company and the approval of such applications, filings and notices, (dv) the filing with the SEC of a joint proxy statement in definitive form relating to the meeting meetings of CharterUnited’s and Rockville’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Rockville in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (evi) the filing of the Certificates/Articles Certificates of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL and the Connecticut Secretary pursuant to the extent requiredCBCA and the filing of the Bank Merger Certificates, and (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Rockville Common Stock pursuant to this Agreement and the approval of the listing of such Rockville Common Stock on NASDAQ and (viii) and the “Regulatory Approvals”)execution and delivery by United and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of United’s trust preferred securities instruments and United and its Subsidiaries’ debt indentures set forth on Section 6.17 of the United Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter United of this Agreement or (iiB) the consummation by Charter United of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter United is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of state insurance authorities the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) which is required for the filing consummation of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Actthis Agreement, and approval of such applications, filings applications and notices, (cii) the filing of any required applications, filings applications or notices, as applicable, notices with the Financial Industry Regulatory Authority (“FINRA”) any state or foreign agencies and the approval of such applications, filings applications and noticesnotices (the “State and Foreign Approvals”), (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting meetings of CharterRadian’s and MGIC’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eiv) the filing of the Certificates/Articles of Merger with the Florida Secretary of State Wisconsin Department pursuant to the FBCA WBCL and the Maryland State Department filing of Assessments and Taxation the Certificate of Merger with the Delaware Secretary pursuant to the MGCL to DGCL, (v) the extent requiredfilings required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended, and the rules and regulations promulgated thereunder (fthe “HSR Act”), (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common MGIC Capital Stock pursuant to this Agreement, and (vii) the approval of this Agreement (by the “Regulatory Approvals”)requisite vote of the stockholders of Radian, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter Radian of this Agreement or and (iiB) the consummation by Charter Radian of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. (a) Except for (ai) the filing of applications, filings applications and notices, as applicable, as to the Merger and the Bank Merger with the Board FRB under the BHCA and the Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”"OTS") under the BHC Home Owners Loan Act of 1933 ("HOLA") and the Home Owners’ Loan Bank Merger Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (cii) the filing of any required applications, filings applications or notices, as applicable, notices with the Financial Industry Regulatory Authority (“FINRA”) FDIC and OTS as to the subsidiary activities of Derby which become service corporation or operating subsidiaries of Xxxxxxx Bank and approval of such applications, filings applications and notices, (diii) the filing of applications and notices with the Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner") and approval of such applications and notices as to the Merger and the Bank Merger (the "State Banking Approvals"), (iv) the filing with the Connecticut Commissioner of an acquisition statement pursuant to Section 36a-184 of the Banking Law of the State of Connecticut prior to the acquisition of more than 10% of the DS Bancor Common Stock pursuant to the Option Agreement, if not exempt, (v) the filing with the SEC of a registration statement on Form S-4 to register the shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the shares of Xxxxxxx Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), which will include the joint proxy statement statement/prospectus to be used in definitive form relating to soliciting the approval of DS Bancor's shareholders at a special meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Proxy Statement-/Prospectus”"), and (vi) the approval of this Agreement by the requisite vote of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration shareholders of effectiveness of the Registration StatementDS Bancor, (evii) the approval for the issuance of Webster Common Stock hereunder by a majority of shares of Webster Common Stock voted at a meeting of Xxxxxxx shareholders at which a quorum is present, (viii) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State pursuant to the FBCA and DGCL, (ix) the Maryland State Department of Assessments and Taxation pursuant to filings required by the MGCL to Bank Merger Agreement, (x) the extent requiredfilings required for the Subsidiary Merger, and (fxi) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)DS Bancor Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity"), or with any third party are necessary in connection with (i1) the execution and delivery by Charter DS Bancor of this Agreement or and the Option Agreement, (ii2) the consummation by Charter DS Bancor of the Merger and the other transactions contemplated hereby hereby, (including 3) the execution and delivery by Derby of the Bank Merger Agreement, (4) the consummation by CharterBank DS Bancor of the Option Agreement; and (5) the consummation by Derby of the Bank Merger). As Merger and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a material adverse effect on the date hereof, Charter is not aware ability of Webster to consummate the transactions contemplated hereby. (b) DS Bancor hereby represents to Webster that it has no knowledge of any reason why approval or effectiveness of any of the necessary Regulatory Approvals and consents will applications, notices or filings referred to in Section 3.4(a) cannot be received in order to permit consummation of the Merger and Bank Merger obtained or granted on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardFRB”) under the BHC Act and the Home Owners’ Loan Act Department of Banking and Insurance of the State of New Jersey and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with Securities and Exchange Commission (the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRASEC”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charterthe Company’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and the filing and declaration of effectiveness of the Registration Statement registration statement on Form S-4 (the “S-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with (c) the SEC by CenterState in connection with the transactions contemplated by approval of this Agreement and declaration of effectiveness the Merger by the requisite vote of the Registration Statementshareholders of the Company, (ed) the filing of the Certificates/Certificate of Merger with the Department of the Treasury of the State of New Jersey pursuant to the BCA and of the Articles of Merger with the Florida Secretary Department of State of the Commonwealth of Pennsylvania pursuant to the FBCA and BCL, (e) approval of the Maryland State Department listing of Assessments and Taxation pursuant the Parent Common Stock to be issued in the MGCL to the extent requiredMerger on NASDAQ, and (f) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (g) such consents, authorizations, approvals or exemptions under the securities or “Blue Sky” laws of various states Environmental Laws (as defined in connection Section 3.17) and notices and filings with the issuance of the shares of CenterState Common Stock pursuant to this Agreement Internal Revenue Service (the “Regulatory ApprovalsIRS”)) or the Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are described in Section 3.4 of the Company Disclosure Schedule and (h) such other filings, authorizations or approvals as may be set forth in Section 3.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority Entity”) or with any third party are necessary in connection with (i1) the execution and delivery by Charter the Company of this Agreement or and (ii2) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (bc) the filing of applications, filings and notices, as applicable, with the OCC Idaho Department of Finance (the “Idaho Department”), and the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger, under Merger or the Bank Merger Acttransfer of the Shared-Loss Agreements, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of CharterHome’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 (the “S-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Cascade in connection with the transactions contemplated by this Agreement, to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the Registration StatementS-4, (e) any filings or notices with the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL and the Oregon Secretary pursuant to the extent requiredOBCA, and the filing of the Bank Merger Certificates, and (fg) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of various states in connection with the issuance by Cascade of any securities pursuant to this Agreement and the approval of the listing of the shares of CenterState Cascade Common Stock pursuant to issued in conjunction with the transactions contemplated by this Agreement (on the “Regulatory Approvals”)NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter Home of this Agreement or (iiB) the consummation by Charter Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter Home is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), The NASDAQ Stock Market, state securities authorities, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings and notices, as applicable, or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), the United States Office of the Comptroller of the Currency (the “OCC”), any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each of the bodies set forth in clauses (i) and (ii), a “Governmental Entity”) under the BHC Act and the Home Owners’ Loan Act and approval of or non-objection to such applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (diii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby Shareholders’ Meeting (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 (or such other applicable form) (the Registration Statement “Form S-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4, (eiv) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to and the MGCL to Certificate of Merger with the extent requiredDelaware Secretary, (v) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement (and approval of listing of such Purchaser Common Stock on the “Regulatory Approvals”)Nasdaq, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Company of the Merger, the consummation by Advantage Bank, an Ohio bank regulated by the State of Ohio Department of Commerce, Division of Financial Institutions (“Company Bank”), of the Bank Merger and the other transactions contemplated hereby (including by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation execution and delivery by CharterBank Company of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthis Agreement.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, (b) (i) the filing of applications, filings and notices, as applicable, compliance with the OCC premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period in connection with relation thereto or (ii) receipt of an ARC pursuant to section 102 of the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and noticesCompetition Act (Canada), (c) the filing of any required applications, filings or notices, as applicable, with a notification under the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and noticesInvestment Canada Act, (d) the filing of applications with, and the approval of such applications by, the appropriate financial regulatory authorities in the provinces, states and countries in which CIT or any CIT Subsidiary conducts business, (e) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of and first trade in CIT Common Stock, (f) the filing with the SEC Court, the SEC, the OSC and other Canadian securities regulatory authorities of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Proxy Circular and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement filing and declaration of effectiveness of the Registration Statement, (eg) the filing approval of the Certificates/Articles CIT Shareholder Matters, (h) approval of Merger with the Florida Secretary listing of State pursuant the CIT Common Stock to be issued in the FBCA Arrangement, upon exchange of the Exchangeable Shares and upon exercise of the Maryland State Department Replacement Options on the NYSE, (i) approvals or orders in respect of Assessments and Taxation pursuant to CIT and/or DKB under section 518 or 521 of the MGCL to the extent requiredBank Act (Canada), and (fj) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance approvals, if applicable, of the shares Ministry of CenterState Common Stock pursuant to this Agreement (Finance of Japan and the “Regulatory Approvals”)Financial Supervisory Agency of Japan, no consents consents, orders or approvals of or filings or registrations with any Governmental Authority Entity or with any third party are necessary in connection with (i1) the execution and delivery by Charter CIT of this Agreement or Agreement, the Arrangement Documents and the Plan of Arrangement and by Newco and Exchangeco of the Arrangement Documents and (ii2) the consummation by Charter CIT, Newco and Exchangeco of the Merger Arrangement and the other transactions contemplated hereby (including and by the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisArrangement Documents.

Consents and Approvals. Except for (ai) the approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote, (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote, (iii) approval of the listing of the TD Common Shares to be issued in the Acquisition Merger on the Toronto Stock Exchange and the New York Stock Exchange, (iv) approval of the listing of the Banknorth Delaware Common Stock to be issued in the Migratory Merger on the New York Stock Exchange, (v) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, ; (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dvi) the filing with the SEC United States Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Charter’s stockholders the shareholders of Banknorth to be held in connection with to vote on the adoption of this Agreement and with respect to the transactions contemplated hereby Migratory Merger (including any amendments or supplements thereto, the “Proxy Statement-/Prospectus”)) and the filing with, and declaration of effectiveness by, the SEC of the combined registration statement on Form F-4 relating to the TD Common Shares to be issued in the Acquisition Merger and on Form S-4 with respect to the shares of Banknorth Delaware Common Stock to be issued in the Migratory Merger (the “Registration Statement Statement”) in which the Proxy Statement-/Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statementany related filings or approvals under applicable state securities or blue sky laws, (evii) the filing of the Certificates/Articles Migratory Merger Certificates and the Certificate of Merger with the Florida Secretary Secretaries of State of the States of Maine and Delaware, as applicable, pursuant to the FBCA MBCA and the Maryland DGCL, as applicable, (viii) the consents and approvals set forth in Section 3.4 of the Banknorth Disclosure Schedule, (ix) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (x) approval by the Superintendent of Financial Institutions (Canada) under the Bank Act (Canada) of (1) the acquisition by TD of a substantial investment in each direct subsidiary of Banknorth that carries on a financial services activity and (2) the issuance of the TD Common Shares constituting the TD Stock Consideration (the “OSFI Approval”), (xi) such applications, filings, authorizations, orders and approvals as may be required under the banking laws of the states listed in Section 3.4 of the Banknorth Disclosure Schedule (the “State Department Banking Approvals”), (xii) consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of Assessments and Taxation pursuant federal or state securities laws relating to the MGCL to the extent requiredregulation of broker-dealers, investment companies and investment advisors, (fxiii) such filings filings, notifications and approvals as are required under the Small Business Investment Act of 1958 (“SBIA”) and the rules and regulations of the Small Business Administration (“SBA”) thereunder and (xiv) the consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under in the securities aggregate, a Material Adverse Effect on Banknorth or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)TD, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”) or with any Governmental Authority other third party are necessary in connection with (iA) the execution execution, delivery and delivery performance by Charter Banknorth and Banknorth Delaware of this Agreement or and the Stockholders Agreement and (iiB) the consummation by Charter Banknorth and Banknorth Delaware of the Migratory Merger, the consummation by Banknorth Delaware of the Acquisition Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthereby.

Consents and Approvals. Except for (a) the filing by FNB of applications, filings applications and notices, as applicable, with the Federal Reserve Board of Governors of under the BHC Act, and the Federal Reserve System (Act, as amended, and the “Federal Reserve Board”) Pa DOB under the BHC Act and the Home Owners’ Loan Act Pennsylvania Banking Code of 1965, and approval of such applicationsapplications and notices, filings and, in connection with the Bank Merger, the filing of applications and notices, as applicable, with the FDIC and the Office of the Comptroller of the Currency (“OCC”), and approval of such applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, Securities and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC Exchange Commission of a joint proxy statement in definitive form relating to the meeting of CharterMBI’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 (the “Registration Statement Statement”) in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with and the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (ec) the filing of a Statement of Merger with, and its acceptance for record by, the Certificates/Secretary of State of the Commonwealth of Pennsylvania pursuant to the ETL, the filing of Articles of Merger with with, and their acceptance for record by, the Florida Secretary of State of the State of Florida pursuant to the FBCA FBCA, and the Maryland State Department filing of Assessments and Taxation pursuant to the MGCL to the extent requiredBank Merger Certificates, and (fd) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such shares of FNB Common Stock issuable in the Merger and (e) the “Regulatory Approvals”)receipt of the Requisite MBI Vote, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Authority Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with (i) the execution and delivery by Charter MBI of this Agreement or and (ii) the consummation by Charter MBI of the Merger and the other transactions contemplated hereby (including this Agreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the consummation by CharterBank knowledge of MBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Requisite Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisbasis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or other Person are required to be obtained, given, or made by the Company or the Bank, or any of their Subsidiaries, in connection with the execution, delivery, or performance of this Agreement by the Company, or the execution, delivery, or performance of the Bank Merger Agreement by the Bank, or the consummation by the Company and the Bank of the transactions contemplated hereby and thereby, including without limitation the Mergers and the Bank Merger, except (ai) applications, notices, and waiver requests required to be filed with or given or made to and consents, approvals, and waivers required from, and the expiration of related waiting periods imposed by, the Federal Reserve, the FDIC, the NCCOB, and the United States Department of Justice (collectively, the “Regulatory Approvals”); (ii) the filing of applications, filings and notices, as applicable, the Articles of Merger with the Board North Carolina Secretary of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applicationsState, filings and notices, (b) the filing of applications, filings and notices, as applicable, the Second Step North Carolina Articles of Merger with the OCC in connection with North Carolina Secretary of State, and the Bank Merger, under filing of the Bank Merger Act, and approval of such applications, filings and notices, Certificates; (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (diii) the filing with the SEC of a proxy statement the Proxy Statement in definitive form form, and such other filings and reports as are required under the Exchange Act; (iv) the approval of this Agreement by the shareholders of the Company in accordance with the articles of incorporation and bylaws of the Company and applicable Law and the approval of the Bank Merger Agreement by the Company as the sole shareholder of the Bank in accordance with the articles of incorporation and bylaws of the Bank and applicable Law; (v) such as may be required in connection with BancShares acquiring from and succeeding to all rights, title, and interests of the Company in the TPS Trust, including the issued and outstanding common securities of the TPS Trust, and BancShares’ assumption of the Company’s covenants, agreements, and obligations under and relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Trust Preferred Securities and the transactions contemplated hereby Trust Debentures, in each case subject to the terms and conditions of the TPS Documents; and (including any amendments or supplements theretovi) consents, the “Proxy Statement-Prospectus”)approvals, waivers, notices, filings, and registrations the failure of which to obtain, give, or make would not, individually or in the Registration Statement in which aggregate, have a material impact on the Proxy Statement-Prospectus will be included as a prospectusCompany or the Bank or their Subsidiaries or, to be filed with after the SEC by CenterState in connection with the transactions contemplated by this Agreement Mergers and declaration of effectiveness of the Registration Statement, (e) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger), the Surviving Corporation or the Surviving Bank or their Subsidiaries. As of the date hereofof this Agreement, Charter is the Company does not aware have Knowledge of any reason why any of the necessary Regulatory Approvals and consents consents, approvals, or waivers referred to in this Section 4.2(f) will not be obtained or received in order to permit consummation of the Merger and Bank Merger on a timely basismanner.

Consents and Approvals. Except for (a) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), state securities authorities, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (b) the filing of any other required applications, filings and notices, as applicable, or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), the United States Office of the Comptroller of the Currency (the “OCC”), the FDIC, the Pennsylvania Department of Banking and Securities (the “Banking Department”) under and any other foreign, federal or state banking agency, other regulatory, self-regulatory or enforcement authorities, or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each of the BHC Act bodies set forth in clauses (a) and the Home Owners’ Loan Act (b), a “Governmental Entity”) and approval of or non-objection to such applications, filings and notices, notices (b) the filing of applications, filings and notices, as applicable, taken together with the OCC items listed in connection with clause (a), the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices“Regulatory Approvals”), (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby Company Shareholders’ Meeting (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 (or such other applicable form) (the Registration Statement “Form S-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4, (ed) the filing of the Certificates/Articles Statement of Merger with the Florida Pennsylvania Department and the Certificate of Merger with the Ohio Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredState, and (fe) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock Shares pursuant to this Agreement (and approval of listing of such Purchaser Common Shares on the “Regulatory Approvals”)Nasdaq, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Company of the Merger or the Bank Merger and the other transactions contemplated hereby (including by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation execution and delivery by CharterBank Company of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthis Agreement.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), NYSE, non-U.S. and state securities authorities, the Financial Industry Regulatory Authority (“FINRA”), the Commodities and Futures Trading Commission (“CFTC”), the Federal Energy Regulatory Commission (“FERC”), applicable securities, commodities and futures exchanges, the United Kingdom Financial Services Authority (“FSA”), and other industry self-regulatory organizations (“SRO”), (ii) the filing of applications, filings and notices, as applicable, an application (the “BHCA Application”) with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under Section 4 of the Bank Holding Company Act of 1956, as amended (the “BHC Act and the Home Owners’ Loan Act Act”) and approval of such applications, filings and noticesapplication, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (ciii) the filing of any required applications, filings or notices, as applicable, applications with the Federal Deposit Insurance Corporation (the “FDIC”), the Utah Department of Financial Industry Regulatory Authority Institutions, the New York State Banking Division and any other non-U.S., federal or state banking, consumer finance, mortgage banking, insurance or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “FINRAGovernmental Entity”) and the approval of or non-objection to such applications, filings and noticesnotices (taken together with the items listed in clauses (i) and (ii), the “Regulatory Approvals”), (div) the filing with the SEC of a proxy statement Proxy Statement in definitive form relating to the meeting respective meetings of CharterCompany’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 (the Registration Statement “Form S-4”) in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4, (ev) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State of the State of Delaware pursuant to the FBCA DGCL, (vi) any notices to or filings with the Small Business Administration (the “SBA”), (vii) any notices or filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the Maryland State Department antitrust laws and regulations of Assessments and Taxation pursuant to the MGCL to the extent required, any non-U.S. jurisdiction and (fviii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock pursuant to this Agreement (and approval of listing of such Parent Common Stock on the “Regulatory Approvals”)NYSE, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Company of the Merger and the other transactions contemplated hereby (including by this Agreement or the consummation Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by CharterBank Company of this Agreement or the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisStock Option Agreement.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the Board of Governors of FRB, the Federal Reserve System (FDIC, the “Federal Reserve Board”) under Massachusetts Department, the BHC Act Connecticut Banking Department, and the Home Owners’ Loan Act and approval of such applications, filings and noticesRhode Island Division, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC of a proxy statement Proxy Statement-Prospectus in definitive form relating to the meeting of Charterthe Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the such Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eiii) the filing of the Certificates/Articles Delaware Certificate of Merger with the Florida Delaware Secretary of State pursuant to the FBCA and DGCL, the filing of the Maryland Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL MGCL, the filing of a certificate for the Bank Merger with the Massachusetts Department and the filing of a notice for the Bank Merger with the Connecticut Banking Department, (iv) filing with the New York Stock Exchange of a notification of the listing of the shares of Purchaser Common Stock to be issued in the extent requiredMerger, and (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Agreement, no consents or approvals of of, or filings or registrations with with, any Governmental Authority Entity or any third party are necessary required to be made or obtained in connection with (i) the execution and delivery by Charter Purchaser of this Agreement or (ii) the consummation by Charter Purchaser of the Merger and the other transactions contemplated hereby (by this Agreement, including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the necessary Regulatory Approvals and consents will approvals referred to in this Section 3.3(f) should not be received obtained without the imposition of any material condition or restriction described in order to permit consummation of the Merger and Bank Merger on a timely basisSection 6.2(e).

Consents and Approvals. Except for (a) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (“SEC”), the Nasdaq Stock Exchange (“Nasdaq”), state securities authorities and other industry self-regulatory organizations (each, an “SRO”), (b) the filing of any other required applications, filings and notices, as applicable, or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), the Oregon Department of Consumer and Business Services, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) under the BHC Act and the Home Owners’ Loan Act and approval of or non-objection to such applications, filings and notices, notices (b) the filing of applications, filings and notices, as applicable, taken together with the OCC items listed in connection with clause (i), the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices“Regulatory Approvals”), (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of CharterCompany’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Company Proxy Statement-Prospectus”), which shall also serve as the proxy statement relating to the meeting of Purchaser’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and of a registration statement on Form S-4 (or such other applicable form) (the Registration Statement “Form S-4”) in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1, (ed) the filing of the Certificates/Washington Articles of Merger with the Florida Washington Secretary of State pursuant to the FBCA and the Maryland State Department Oregon Articles of Assessments and Taxation pursuant to Merger with the MGCL to the extent requiredOregon Secretary, and (fe) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement (and approval of listing of such Purchaser Common Stock on the “Regulatory Approvals”)Nasdaq, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Company of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthis Agreement.

Consents and Approvals. Except for (a) the filing of applications, filings filings, certificates and notices, as applicable, with the Board of Governors NASDAQ and the approval of the Federal Reserve System (listing on the “Federal Reserve Board”) under NASDAQ of the BHC Act and shares of Parent Common Stock to be issued as the Home Owners’ Loan Act and approval of such applications, filings and noticesStock Consideration pursuant to this Agreement, (b) the filing of applications, filings filings, certificates and notices, as applicable, with the OCC in connection with the Bank Merger, Federal Reserve Board under the Bank Merger Act, BHC Act and approval or waiver of such applications, filings and notices, (c) the filing of any required applications, filings or filings, certificates and notices, as applicable, with the Financial Industry Regulatory Authority Office of the Comptroller of the Currency (the “FINRAOCC”) in connection with the Bank Merger, including filing of the notice of consummation with the OCC pursuant to the National Bank Act, and the approval of such applications, filings and notices, (d) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a (i) any filings that are necessary under applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) the registration statement on Form S-4 in which both the proxy statement in definitive form relating to the meeting of Charterthe Company’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments amendment or supplements supplement thereto, the “Proxy Statement”) and a prospectus relating to the shares of Parent Common Stock to be issued in the First-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus Step Merger will be included as a prospectusincluded, to be filed with the SEC by CenterState Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (e) the filing of the Certificates/Articles of Merger applications, filings, certificates and notices, as applicable, with the Florida Secretary New Jersey Department of State Banking and Insurance (the “NJ Department”), (f) the filing of the First-Step Merger Certificate with the New Jersey Department of Treasury pursuant to the FBCA BCA, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and the Maryland State New Jersey Department of Assessments Treasury in accordance with the DGCL and Taxation pursuant to the MGCL to BCA, respectively, (h) the extent required, filing of the Bank Merger Certificate and (fi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Agreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission, regulatory agency or other federal, state or foreign governmental authority or instrumentality or any self-regulatory organization (each, a “Governmental Authority Entity”) or any other third party are necessary in connection with (iA) the execution and delivery by Charter the Company of this Agreement or Agreement, (iiB) the consummation by Charter the Company of the Merger Integrated Mergers and the other transactions contemplated hereby hereby, (including C) the execution and delivery by Company Bank of the Bank Merger Agreement or (D) the consummation by CharterBank Company Bank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the Board of Governors of NASDAQ and the Federal Reserve System New York Stock Exchange (the “Federal Reserve BoardNYSE”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices), (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with Securities and Exchange Commission (the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRASEC”) and the approval of such applications, filings and notices, either (di) the filing with the SEC of a proxy joint proxy/consent solicitation statement in definitive form relating to the meeting of CharterParent’s stockholders shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the solicitation by the Company of written consents from the Company’s stockholders for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy/Consent Solicitation Statement”) or (ii) a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Parent Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), in each case of clause (i) and (ii), in definitive form, and of the Registration Statement registration statement on Form S-4 in which the Joint Proxy/Consent Solicitation Statement or the Joint Proxy Statement-Prospectus , as applicable (either, a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by CenterState Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the filing applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, Company Disclosure Schedule and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the “Regulatory Approvals”)approval of the listing of such Parent Common Stock on the NASDAQ, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO (each a “Governmental Authority Entity”) are necessary in connection with (i) the execution and delivery by Charter the Company of this Agreement or (ii) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby hereby. As used in this Agreement, “SRO” means (including the consummation by CharterBank A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Bank Merger). As Securities Exchange Act of 1934 (the date hereof“Exchange Act”) and (B) any other United States or foreign securities exchange, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisfutures exchange, commodities exchange or contract market.

Consents and Approvals. (a) Except for (ai) the required adoption of this Agreement by the shareholders of NPB, (ii) the required adoption of this Agreement by the shareholders of KNBT, (iii) the filing of applicationsa notice by NPB of the issuance of shares of NPB Common Stock pursuant to this Agreement with Nasdaq, filings (iv) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) FRB under the BHC Act and the Home Owners’ Loan OCC under the National Bank Act and approval of such applications, filings applications and notices, ; (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dv) the filing with the SEC of a proxy statement in definitive form relating to of the meeting of Charter’s stockholders to be held in connection with this Agreement Prospectus/Proxy Statement, and the transactions contemplated hereby (including any amendments or supplements theretofiling with, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness by, the SEC of the Registration Statement, (evi) the filing of the Certificates/Articles of Merger with the Florida Secretary PDS in accordance with the BCL, (vii) any notices or filings under the HSR Act, (viii) any application, notice or filing with the Pennsylvania Department of State pursuant Banking, (ix) a post-Bank Merger notice to the FBCA FDIC to be filed by NPBank, (x) the consents and approvals set forth in Section 4.04 of the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, KNBT Disclosure Schedule and (fxi) such filings the consents and approvals as of third parties which are required not Regulatory Authorities, the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)aggregate, a Material Adverse Effect on NPB, no consents or approvals of of, or filings or registrations with, any Regulatory Authority or with any Governmental Authority other third party are necessary in connection with (iA) the execution execution, delivery and delivery performance by Charter NPB of this Agreement or and (iiB) the consummation by Charter NPB of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank NPBank of the Bank Merger). . (b) As of the date hereofof this Agreement, Charter is not aware NPB knows of no reason relating to it why all regulatory approvals from any reason why Regulatory Authority required to consummate the necessary Regulatory Approvals and consents will transactions contemplated hereby should not be received in order to permit consummation of the Merger and Bank Merger obtained on a timely basisbasis without the imposition of a condition or restriction of the type referred to in Sections 6.01(d) and Section 6.02(d).

Consents and Approvals. Except for (ai) the filing of applications, filings the applications and notices, as applicable, with the Board of Governors notices listed on Section 3.4 of the Federal Reserve System (Anchor Disclosure Schedule or Section 4.4 of the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act Old National Disclosure Schedule and approval of or non-objection to such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement Proxy Statement in definitive form relating to the meeting of CharterAnchor’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Old National in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (eiii) the filing of the Certificates/Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Articles of Merger with the Florida Indiana Secretary of State pursuant to the FBCA and the Maryland State Department filing of Assessments and Taxation pursuant to the MGCL to Bank Merger Certificates, (iv) the extent requiredfiling of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Old National Common Stock pursuant to this Agreement and the approval of the listing of such Old National Common Stock on the NASDAQ Global Market (the “Regulatory ApprovalsStock Exchange”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter Anchor of this Agreement or (iiB) the consummation by Charter Anchor of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As used in this Agreement, “SRO” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the date hereofSecurities Exchange Act of 1934, Charter is not aware of as amended (the “Exchange Act”) and (ii) any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisother United States securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardFRB”) under ), the BHC Act FDIC, and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicableMDBCF, with respect to the OCC in connection with Share Exchange, the Corporate Merger and the Bank Merger, under the Bank Merger Actas applicable, and approval of such applications, filings applications and notices, (cii) the filing of any required applications, filings or noticesnotices with any other federal, as applicable, with the Financial Industry Regulatory Authority state or foreign agencies or regulatory (“FINRA”including self-regulatory) authorities and the approval or grant of such applications, filings and noticesnotices (the “Other Regulatory Approvals”), (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement Proxy Statement/Prospectus in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”) relating to (a) the approval of this Agreement and the transactions contemplated hereby by the shareholders of FTC at a meeting at which a quorum consisting of at least a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan exists (the “Requisite FTC Approval”), and (b) the registration of the Registration Statement in which shares of BancPlus Common Stock constituting the Proxy Statement-Prospectus will be included Aggregate Stock Consideration on Form S-4 (the “Form S-4”) pursuant to the Securities Act of 1933, as a prospectusamended (the “Securities Act”), to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4 by the SEC, (eiv) compliance with the filing applicable requirements of the Certificates/Articles Securities Exchange Act of Merger with 1934, as amended (the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required“Exchange Act”), and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState BancPlus Common Stock constituting a portion of the Share Exchange Consideration pursuant to this Agreement Agreement, and (v) the “Regulatory Approvals”)filing of the Articles of {JX489484.11} PD.35183901.7 Share Exchange and Articles of Merger with the Mississippi Secretary and Louisiana Secretary pursuant to the MBCA and LBCA, and the filing of the Bank Merger Certificates, as required under applicable law, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (an “SRO”) (each a “Governmental Authority Entity”) or Regulatory Agency are necessary by BancPlus or BankPlus in connection with (iA) the execution and delivery by Charter BancPlus and BankPlus of this Agreement or (iiB) the consummation by Charter BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware BancPlus has no knowledge of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Share Exchange, the Corporate Merger, the Bank Merger and Bank Merger the other transactions contemplated herein on a timely basis. Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the BancPlus Disclosure Schedule and adoption and approval of the Bank Merger by BancPlus as the sole shareholder of BankPlus, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by BancPlus or BankPlus in connection with (x) the execution and delivery by BancPlus and BankPlus of this Agreement or (y) the consummation by BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger, and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and noticesFederal Reserve Act, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Actamended, and approval of such applications, filings applications and notices, (cii) the filing of any required applications, filings applications or notices, as applicable, notices with the Financial Industry Regulatory Authority (“FINRA”) any state or foreign agencies and the approval of such applications, filings applications and noticesnotices (the "State Approvals"), (diii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meeting meetings of Charter’s stockholders CCB's and NCBC's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement-Prospectus”"), and of the Registration Statement registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eiv) the filing of the Certificates/Articles of Merger with the Florida North Carolina Secretary of State and the Tennessee Secretary pursuant to the FBCA NCBCA and TBCA, respectively, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the Maryland State Department rules and regulations thereunder and of Assessments and Taxation pursuant to the MGCL to the extent requiredany applicable industry self- regulatory organization ("SRO"), and the rules of The New York Stock Exchange, Inc. (f"NYSE"), or which are required under consumer finance, mortgage banking and other similar laws, (vi) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of CenterState Common NCBC Capital Stock pursuant to this Agreement and (vii) the “Regulatory Approvals”approval of this Agreement by the requisite vote of the shareholders of CCB and NCBC (including the approval of the amendment of the NCBC Charter contemplated by Section 1.7), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity") are necessary in connection with (iA) the execution and delivery by Charter NCBC of this Agreement or and (iiB) the consummation by Charter NCBC of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (ai) the filing of applications, filings and noticesnotices with the applicable Governmental Entities (including with Insurance Regulators under applicable Insurance Laws), as applicable, with the Board of Governors set forth in Section 4.4 of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applicationsParent Disclosure Schedule and, filings and noticeswhere noted therein, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Joint Proxy Statement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement S-4 in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementS-4, (eiii) the filing of the Certificates/Articles Certificate of Merger with the Florida New Jersey Secretary of State pursuant to the FBCA and NJBCA, (iv) the Maryland State Department filing of Assessments and Taxation pursuant to any notices or other filings under the MGCL to the extent required, HSR Act and (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock Shares pursuant to this Agreement (and the “Regulatory Approvals”)approval of the listing of such Parent Common Shares on the NYSE, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (iA) the execution and delivery by Charter each of Parent and Merger Sub of this Agreement or (iiB) the consummation by Charter each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger)hereby. As of the date hereof, Charter neither Parent nor Merger Sub is not aware of any reason why the all necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (di) the filing with the SEC of a joint proxy statement in definitive form form, or an amendment to the joint proxy statement previously delivered to shareholders of MCC and SIC (such proxy statement, whether new or an amendment to the existing proxy statement, the “Joint Proxy Statement/Prospectus”) relating to the special meeting of CharterMCC’s stockholders to be held in connection with this Agreement order to obtain MCC Stockholder Approval (the “MCC Stockholder Meeting”) and the transactions contemplated hereby special meeting of SIC’s stockholders to be held to vote on the SIC Matters (including any amendments the “SIC Stockholder Meeting”) and of a registration statement on Form N- 14, or supplements theretoan amendment to the registration statement on Form N-14 previously filed with the SEC (such registration statement, whether new or amended, the “Proxy Form N-14 Registration Statement-Prospectus”), and of the Registration Statement in which the Joint Proxy Statement-/Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Form N-14 Registration StatementStatement by the SEC, (eii) the filing of the Certificates/Certificate of Merger with the Delaware Secretary pursuant to the DGCL and the filing of the Articles of Merger with SDAT, (iii) any notices, consents, authorizations, approvals, filings or exemptions in connection with compliance with the Florida Secretary rules and regulations of State pursuant to the FBCA NYSE, or any other applicable self-regulatory organization (“SRO”), (iv) any notices or filings under the HSR Act and the Maryland State Department expiration of Assessments and Taxation pursuant to the MGCL to the extent requiredapplicable waiting periods, and (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState SIC Common Stock pursuant to this Agreement Agreement, (vi) receipt of the SEC Exemptive Relief, or (vii) as set forth on Section 4.4(a) of MCC Disclosure Schedule (the foregoing (i) through (vii) referred to collectively as the “Regulatory MCC Required Approvals”), no consents other consents, authorizations, approvals, or approvals of exemptions from, or notices to, or filings or registrations with with, any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter MCC of this Agreement or (ii) the consummation by Charter MCC of the Merger and the other transactions contemplated hereby by this Agreement. (including b) Except for (i) receipt of MCC Stockholder Approval, (ii) receipt of the relevant consents or releases, or the taking of other actions, under MCC Debt Documents, (iii) receipt of the relevant consents or releases, or the taking of other actions, under MCC Contracts set forth in Section 4.4(b) of MCC Disclosure Schedule, and (iv) matters covered in the immediately preceding Section 4.4(a), no consents or approvals of any Person are necessary in connection with the execution and delivery by MCC of this Agreement or the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation MCC of the Merger and Bank Merger on a timely basisthe other transactions contemplated by this Agreement.

Consents and Approvals. (a) Except for (ai) the filing of applications, filings applications and notices, as applicable, as to the Merger and the Institution Merger with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act OTS and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC of a registration statement (the "Registration Statement") to register the shares of Sterling Common Stock to be issued in connection with the Merger which Registration Statement will include the proxy statement statement/prospectus (the "Proxy Statement/Prospectus") to be used in definitive form relating to soliciting the requisite approval of Empire stockholders at a meeting of Charter’s such stockholders to be held in connection with this Agreement and the transactions contemplated hereby (hereby, including any amendments or supplements thereto, adjournments thereof (the “Proxy Statement-Prospectus”"Empire Meeting"), and (iii) approval of the Registration Statement in which listing of the Proxy Statement-Prospectus will be included as a prospectus, Sterling Common Stock to be filed with the SEC by CenterState issued in connection with the transactions contemplated by Merger on NASDAQ or a national securities exchange, (iv) the approval of this Agreement and declaration of effectiveness by the requisite vote of the Registration Statementstockholders of Empire pursuant to the Empire Certificate of Incorporation and the DGCL, (ev) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State of Delaware pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, DGCL and (fvi) such the filings and Empire Bank Board of Directors and Empire Bank shareholder approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Institution Merger Agreement and the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Institution Merger, no consents or approvals of or filings or registrations with any Governmental Authority Entity, or with any third party are necessary in connection with (i1) the execution and delivery by Charter Empire of this Agreement or Agreement; (ii2) the consummation by Charter Empire of the Merger and the other transactions contemplated hereby hereby; (including 3) the consummation execution and delivery by CharterBank Empire Bank of the Institution Merger Agreement; and (4) the performance by Empire Bank Merger). As of the date hereofInstitution Merger Agreement and the transactions contemplated thereby, Charter is except, in each case, for such consents, approvals or filings, the failure of which to obtain will not aware have a Material Adverse Effect on the ability to consummate the transactions contemplated hereby. (b) Empire has no knowledge of any reason why approval or effectiveness of any of the necessary Regulatory Approvals and consents will applications, notices or filings referred to in Section 3.4(a) cannot be received in order to permit consummation of the Merger and Bank Merger obtained or granted on a timely basis.

Consents and Approvals. Except for (a) any applicable filing with, the Nasdaq Stock Market (the “Nasdaq”), (b) the filing with the Securities and Exchange Commission (“SEC”) of a proxy statement in definitive form relating to the meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Proxy Statement will be included, and declaration of effectiveness of the Form S-4, (c) the filing of applications, filings and notices, as applicable, a notice and/or an application with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) under pursuant to the BHC Bank Holding Company Act of 1956, as amended, or regulations promulgated by the Federal Reserve thereunder, (d) filings of applications and notices to the Idaho Department of Finance in accordance with Section 26-2605 of the Idaho Banking Act and Section 16-1604 of the Idaho Interstate Branching Act and the Home Owners’ Loan Act Washington State Department of Financial Institutions pursuant to Sections 30.49.040, 30.49.125 and 30.04.405 of the Revised Code of Washington and approval of or non-objection to such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (e) the filing of a bank merger application with the Certificates/FDIC pursuant to the Bank Merger Act of 1960, as amended, (f) the filing of the Washington Articles of Merger with the Florida Washington Secretary, the Statement of Merger with the Idaho Secretary of State pursuant to the FBCA and the Maryland State Department filings of Assessments and Taxation pursuant to the MGCL to the extent required, Bank Merger Certificates and (fg) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws Laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Agreement, no consents or approvals of or filings or registrations with any foreign, federal or state banking or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Authority Entity”), are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter the Company of the Merger, the Bank Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthis Agreement.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and with the Home Owners’ Loan Act Kentucky Department of Financial Institutions (“KDFI”) in connection with the Merger and approval of such applications, filings and notices, (biii) the filing of applications, filings and notices, as applicable, with the OCC Office of the Comptroller of the Currency (the “OCC”) and the KDFI in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (civ) the filing of any required applications, filings or notices, as applicable, notices with any state banking authorities listed on Section 3.4 of the HopFed Disclosure Schedule or Section 4.4 of the First Financial Industry Regulatory Authority (“FINRA”) Disclosure Schedule and the approval of such applications, filings and notices, (dv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting meetings of CharterHopFed’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 (including any amendments and supplements thereto) in which the Proxy Statement-Prospectus Statement will be included as a prospectusprospectus (“Prospectus/Proxy Statement”), to be filed with the SEC by CenterState First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (evi) the filing of the Certificates/Articles Certificates of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department filing of Assessments and Taxation pursuant to the MGCL to the extent requiredBank Merger Certificates, and (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState First Financial Common Stock pursuant to this Agreement (and the “Regulatory Approvals”)approval of the listing of such First Financial Common Stock on NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter HopFed of this Agreement or (iiB) the consummation by Charter HopFed of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter HopFed is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applicationsNo consents or approvals of, or filings and noticesor registrations with, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC any Governmental Authority are necessary in connection with (i) the Bank Mergerexecution and delivery by the ENP Parties of this Agreement or (ii) the consummation by the ENP Parties of the transactions contemplated by this Agreement, under the Bank Merger Act, and approval of such applications, filings and notices, except for (cA) the filing of any required applications, filings applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dB) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders matters to be held submitted to the ENP Unitholders at the ENP Meeting, a proxy statement relating to the matters to be submitted to the VNR Unitholders at the VNR Meeting and a registration statement on Form S-4 with respect to the issuance of the New Common Units in connection with this Agreement the Merger (such registration statement and any amendments or supplements thereto, the “Registration Statement,” and the transactions contemplated hereby (including joint proxy statement/prospectus included in such Registration Statement and any amendments or supplements thereto, the “Proxy Statement-/Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eC) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State pursuant to of the FBCA and State of Delaware, (D) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Maryland State Department rules of Assessments and Taxation pursuant to the MGCL to the extent requiredNYSE, and (fE) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState VNR Common Stock Units pursuant to this Agreement Agreement, (F) such filings and approvals as may be required to be made or obtained under the “Regulatory Approvals”)HSR, no consents or approvals of or and (G) such other consents, authorizations, approvals, filings or registrations with any Governmental Authority are necessary the absence or unavailability of which could not, either individually or in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereofaggregate, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not reasonably be received in order expected to permit consummation of the Merger and Bank Merger have a Material Adverse Effect on a timely basisENP.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Bank Merger Act and the Home Owners’ Loan BHC Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, a notice with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and noticesOTS pursuant to 12 C.F.R. § 563.22(h)(1), (c) the filing receipt of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and noticesthe Director of the New Mexico Financial Institutions Division to convert the Bank from a federal savings association to a New Mexico state bank, (d) the filing and approval of applications with the Director of the New Mexico Financial Institutions Division to, among other things, merge the Bank into the Buyer Bank immediately upon conversion of the Bank to a New Mexico state bank, (e) filings under state securities and “blue sky” Laws, (f) the filing of Articles of Merger with the Public Regulation Commission of the State of New Mexico pursuant to the NMBCA and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (g) the authorization to list shares of Buyer Common Stock to be issued in the Merger on the NASDAQ, (h) the filing of this Agreement and the Bank Merger Agreement together with copies of the resolutions approving this Agreement and the Bank Merger Agreement and a certificate of the appropriate officers of the Company that shareholders voted to approve this Agreement and a certificate evidencing approval of the subsidiary Merger by the sole shareholder of the Buyer Bank with the Director of Financial Institutions Division pursuant to the NMBA and the Public Regulation Commission of the State of New Mexico, (i) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-/Prospectus will be included as a prospectus, to be filed with and the SEC by CenterState in connection with the transactions contemplated by this Agreement filing and declaration of effectiveness of the Registration StatementS-4 and any filings or approvals under applicable state securities laws and (j) such filings, (e) the filing authorizations or approvals as may be set forth in Section 4.4 of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Buyer Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Authority Entity or with any third party are necessary in connection with (i) the execution and delivery by Charter the Buyer of this Agreement or and (ii) the consummation by Charter Buyer of the Merger and the other transactions contemplated hereby (including hereby, other than consents, approvals, filings or registrations which have been obtained or made or which, if not obtained or made, would not have, individually or in the consummation by CharterBank of aggregate, a Material Adverse Effect on the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisBuyer.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Nasdaq and the Home Owners’ Loan Act and approval of such applications, filings and noticesNew York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the OCC Federal Reserve Board in connection with the Bank Merger, under the Bank Merger Act, and approval or waiver of such applications, filings and notices, (c) the filing of any required applications, filings or and notices, as applicable, with the Financial Industry Regulatory Authority Office of the Comptroller of the Currency (the “FINRAOCC”) in connection with the Bank Merger and the approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the TCF Disclosure Schedule or Section 4.4 of the Chemical Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting meetings of CharterTCF’s stockholders and Chemical’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Chemical in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration by the SEC of the effectiveness of the Registration StatementS-4, (ef) the filing of the Certificates/Articles Certificate of Merger with the Florida Delaware Secretary of State pursuant to the FBCA DGCL and the Maryland State Department of Assessments and Taxation Michigan DLRA pursuant to the MGCL to the extent requiredMBCA, and the filing of the Bank Merger Certificates, (fg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and (h) the “Regulatory Approvals”)approval of the listing of such Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) on Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (i) the execution and delivery by Charter TCF of this Agreement or (ii) the consummation by Charter TCF of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware TCF has no knowledge of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardFRB”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings applications and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, FDIC and approval of such applications, filings applications and notices, (c) the filing of any required applications, filings or applications and notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) New Jersey Department and the approval of such applications, filings applications and notices, (d) the filing with and declaration of effectiveness by the SEC Securities and Exchange Commission (the “SEC”) of a the registration statement on Form S-4 (the “S-4”) in which the proxy statement in definitive form relating to the meeting of Charter’s stockholders the holders of the Company Common Stock to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus ) will be included as a proxy statement and prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (e) the approval of this Agreement and the Merger by the requisite vote of the holders of the Company Common Stock, (f) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary Department of the Treasury of the State of New Jersey pursuant to the FBCA and BCA, (g) approval of the Maryland State Department listing of Assessments and Taxation pursuant the Parent Common Stock to be issued in the MGCL to Merger on the extent requiredNASDAQ Global Select Market, and (fh) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (i) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.4 of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority Entity”) or with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (i1) the execution and delivery by Charter the Company of this Agreement or Agreement, (ii2) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby hereby, (including 3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by CharterBank the Company’s Bank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthe other transactions contemplated thereby.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), TSX, NYSE, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings and notices, as applicable, or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”), the United States Office of the Comptroller of the Currency (the “OCC”), any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) under the BHC Act and the Home Owners’ Loan Act and approval of or non-objection to such applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (diii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of CharterCompany’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and of a registration statement on Form F-4 (or such other applicable form) (the Registration Statement “Form F-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm F-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(a), (eiv) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA DFI and the Maryland State Department Certificate of Assessments and Taxation pursuant to Merger with the MGCL to Delaware Secretary, (v) any notices or filings under the extent requiredXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement (and approval of listing of such Purchaser Common Stock on the “Regulatory Approvals”)TSX and NYSE, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Company of the Merger and the other transactions contemplated hereby (including by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation execution and delivery by CharterBank Company of this Agreement and the Bank Merger)Option Agreement. As of the date hereof, Charter Company is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and noticesNASDAQ, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, Federal Reserve Board and approval of such applications, filings and notices, (c) the filing of any required applications, filings or and notices, as applicable, with the Financial Industry Regulatory Authority Office of the Comptroller of the Currency (the “FINRAOCC”) ), and the approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with the SEC Department of Banking and Insurance of the State of New Jersey and where appropriate, with the Commissioner of the Department of Banking and Insurance of the State of New Jersey (collectively, the “NJ Department”) in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing of a joint proxy statement in definitive form relating to the meeting meetings of Charterthe Company’s stockholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of (ii) the Registration Statement registration statement on Form S-4 in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (ef) the filing of the Certificates/Articles of Merger with the Florida Secretary of State SDAT pursuant to the FBCA MGCL, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and the Maryland State Department SDAT in accordance with the DGCL and the MGCL, respectively, (i) the filing of Assessments and Taxation pursuant to the MGCL to the extent required, Bank Merger Certificate and (fh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock pursuant to this Agreement (and the “Regulatory Approvals”)approval of the listing of such Parent Common Stock on the NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter the Company of this Agreement or (iiB) the consummation by Charter the Company of the Merger Integrated Mergers and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for No consents, approvals or authorizations of, or filings or registrations with, or notifications to, any Governmental Authority are necessary in connection with (a) the filing execution and delivery by the Company of applications, filings and notices, as applicable, with this Agreement or the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, Voting Agreements or (b) the filing consummation by the Company of applicationsthe Merger Transactions, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, except for (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (di) the filing with the SEC of the Joint Proxy Statement/Prospectus in a proxy statement in definitive form relating to the meeting of Charter’s stockholders matters to be held submitted to the Company Stockholders at the Company Stockholders Meeting and to the Parent Stockholders at the Parent Stockholders Meeting and of a registration statement on Form S-4 in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with this Agreement the registration under the Securities Act of the New Common Stock to be issued as Merger Consideration (such registration statement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Registration Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness by the SEC of the Registration Statement, (eii) the filing of the Certificates/Articles Certificates of Merger with the Florida Secretary of State pursuant to of the FBCA and State of Delaware, (iii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Maryland State Department rules of Assessments and Taxation pursuant to the MGCL to the extent requiredNYSE, and (fiv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState New Common Stock pursuant to this Agreement Agreement, (v) any notices or filings under the “Regulatory Approvals”)HSR Act, no consents or any notices, filings or approvals of under any other applicable competition, merger control, antitrust or similar Law or regulation, and (vi) such other consents, authorizations, approvals, filings or registrations the absence or unavailability of which would not reasonably be expected to have a Material Adverse Effect with any Governmental Authority are necessary in connection with (i) respect to the execution and delivery by Charter of this Agreement Company or (ii) the consummation by Charter of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisits Subsidiaries.

Consents and Approvals. (a) Except for (ai) the filing of applications, filings and noticesnotices or waiver requests, as applicable, as to the Merger and the Bank Merger with the Board of Governors of FRB under the Federal Reserve System BHCA and the FDIC under the Bank Merger Act and FDIC regulations, and with the Nevada Financial Institutions Division (“NFID”) under Nevada banking laws or regulations (the “Federal Reserve BoardState Banking Approvals”) under the BHC Act and the Home Owners’ Loan Act ), and approval of such applications, filings the foregoing applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC Securities and Exchange Commission (“SEC”) of a proxy statement in definitive form relating Registration Statement on Form S-4 to register the meeting shares of Charter’s stockholders to WAL Common Stock that may be held issued in connection with this Agreement the Merger (such Form S-4, and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Registration Statement-Prospectus”), and which will include the proxy statement/prospectus to be used in soliciting the approval of Target’s stockholders at the Special Meeting (such proxy statement as amended or supplemented is referred to herein as the “Proxy Materials”), (iii) the approval of this Agreement by the requisite vote of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration stockholders of effectiveness of the Registration StatementTarget, (eiv) the filing of the Certificates/Articles of Merger with the Florida Nevada Secretary of State pursuant to Nevada law, (v) the FBCA and filing of the Maryland Certificate of Merger with the Secretary of State Department of Assessments and Taxation the State of Delaware pursuant to the MGCL to DGCL, (vi) the extent requiredfilings required by the Bank Merger Agreement, if applicable, (vii) such consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the securities or antitrust laws of any foreign country, and (fviii) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Target Disclosure Schedule, no consents or approvals of or filings or registrations by Target with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority Entity”), or with any third party are necessary in connection with (i1) the execution and delivery by Charter Target of this Agreement or Agreement, (ii2) the consummation by Charter Target of the Merger and the other transactions contemplated hereby hereby, (including 3) the execution and delivery by Target Bank of the Bank Merger Agreement, and (4) the consummation by CharterBank Target Bank of the Bank Merger). As Merger and the transactions contemplated thereby, except for such consents, approvals or filings with any non-Governmental Entity, the failure of which to obtain will not have a Material Adverse Effect on Target. (b) Except as may be set forth in Schedule 3.4(b) of the Target Disclosure Schedule, Target has no Knowledge as of the date hereof, Charter is not aware of this Agreement of any reason why approval or effectiveness of any of the necessary Regulatory Approvals and consents will consents, approvals, authorizations, applications, notices, filings or waivers thereof from any Governmental Entity referred to in Section 3.4(a) required to be obtained by Target or Target Bank cannot be received in order to permit consummation of the Merger and Bank Merger obtained or granted on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications, filings applications and notices, as applicable, as to the Merger with the Board FRB under the BHCA and with the Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”"OTS") under the BHC Act and the Home Owners’ ' Loan Act of 1933 ("HOLA") and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and noticesas to the Bank Merger with the OTS, (cii) the filing of applications and notices with the Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner"), as well as any other applications and notices to state officials related to the Merger and the Bank Merger (the "State Banking Approvals"), (iii) the filing with the Connecticut Commissioner of an acquisition statement pursuant to Section 36a-184 of the Banking Law of the State of Connecticut prior to the acquisition of more than 10% of MECH Common Stock pursuant to the Option Agreement, if not exempt, (iv) the filing of any required applications, filings applications or notices, as applicable, notices with the Financial Industry Regulatory Authority (“FINRA”) FDIC and the OTS as to any subsidiary activities of MS Bank which becomes a service corporation or operating subsidiary of Xxxxxxx Bank and approval of such applications, filings applications and notices, (dv) the filing with the SEC of a registration statement on Form S-4 to register the shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the shares of Xxxxxxx Common Stock that may be issued upon the exercise of the options referred to in Section 1.5 hereof), which will include the proxy statement statement/prospectus to be used in definitive form relating to soliciting the approval of MECH's shareholders at a meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Proxy Statement-/Prospectus”"), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (evi) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State of Connecticut pursuant to the FBCA and Connecticut Corporation Law; (vii) the Maryland filing of the Certificate of Merger with the Secretary of State Department of Assessments and Taxation Delaware pursuant to the MGCL to DGCL, (viii) the extent requiredfiling of the Bank Merger Agreement with the OTS and the Secretary of State of Connecticut, and (fix) such filings and approvals approval as are may be required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection or with Nasdaq (or such other exchange as may be applicable), (x) the issuance filing of the shares required application and notices to National Association of CenterState Common Stock pursuant to this Agreement Securities Dealers, Inc. ("NASD") regarding the “Regulatory Approvals”)change of control of MIS and (x) such filings, authorizations or approvals as may be set forth in Section 3.4(a) of the MECH Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity"), or with any third party are necessary in connection with (i1) the execution and delivery by Charter MECH of this Agreement or and the Option Agreement, (ii2) the consummation by Charter MECH of the Merger and the other transactions contemplated hereby hereby, (including 3) the execution and delivery by MS Bank of the Bank Merger Agreement, (4) the consummation by CharterBank MECH of the Option Agreement; and (5) the consummation by MS Bank of the Bank Merger). As Merger and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a material adverse effect on the date hereof, Charter is not aware ability of Xxxxxxx to consummate the transactions contemplated hereby. (b) MECH hereby represents to Xxxxxxx that it has no knowledge of any reason why approval or effectiveness of any of the necessary Regulatory Approvals and consents will applications, notices or filings referred to in Section 3.4(a) cannot be received in order to permit consummation of the Merger and Bank Merger obtained or granted on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications, filings and notices, as applicable, with the Board of Governors receipt of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and noticesSEC Exemptive Relief, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC of (A) a joint proxy statement in definitive form form, or an amendment to the joint proxy statement previously delivered to stockholders of MDLY and SIC in connection with the Original Merger Agreement (such proxy statement, whether new or an amendment to the existing proxy statement, the “Joint Proxy Statement/Prospectus”), relating to the special meeting of CharterMDLY’s stockholders to be held in connection with this Agreement order to obtain MDLY Stockholder Approval (the “MDLY Stockholder Meeting”) and the transactions contemplated hereby special meeting of SIC’s stockholders to be held to vote on the SIC Matters (including any amendments the “SIC Stockholder Meeting”), (B) a registration statement on Form N- 14, or supplements theretoan amendment to the registration statement on Form N-14 previously filed with the SEC (such registration statement, whether new or amended, the “Proxy Form N-14 Registration Statement-Prospectus”), and of the Registration Statement in which the Joint Proxy Statement-/Prospectus will be included as a prospectus, and (C) a Rule 13E-3 Transaction Statement on Schedule 13E-3 relating to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement (the “Schedule 13E-3”), and declaration of effectiveness of the Form N-14 Registration StatementStatement by the SEC, (eiii) the filing of the Certificates/Articles Certificate of Merger with the Florida Delaware Secretary of State pursuant to the FBCA DGCL, (iv) any notices, consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of the NYSE, or any other applicable self-regulatory organization (“SRO”), (v) any notices or filings under the HSR Act and the Maryland State Department expiration of Assessments and Taxation pursuant to the MGCL to the extent requiredapplicable waiting periods, and (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState SIC Common Stock pursuant to this Agreement Agreement, (vii) compliance with the Investment Company Act, and the rules and regulations promulgated thereunder, or (viii) as set forth on Section 4.4(a) of the MDLY Disclosure Schedule (the foregoing (i) through (viii) referred to collectively as the “Regulatory MDLY Required Approvals”), no consents other consents, authorizations, approvals, or approvals of exemptions from, or notices to, or filings or registrations with with, any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter MDLY of this Agreement or (ii) the consummation by Charter MDLY of the Merger and the other transactions contemplated hereby by this Agreement. (including b) Except for (i) receipt of MDLY Stockholder Approval, (ii) receipt of the relevant consents or releases, or the taking of other actions, under the Medley LLC Debt Documents, (iii) receipt of the relevant consents or releases, or taking of other actions, under the MDLY Contracts set forth in Section 4.4(b) of the MDLY Disclosure Schedule, and (iv) matters covered in the immediately preceding Section 4.4(a), no consents or approvals of any Person are necessary in connection with the execution and delivery by MDLY of this Agreement or the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation MDLY of the Merger and Bank Merger on a timely basisthe other transactions contemplated by this Agreement.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of CharterSunshine’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S‑4 in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement (the “S‑4”) and declaration of effectiveness of the Registration StatementS‑4, (ed) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and (fe) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement and the approval of the listing of such CenterState Common Stock on NASDAQ (the “Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with (iA) the execution and delivery by Charter Sunshine of this Agreement or (iiB) the consummation by Charter Sunshine of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank Savings Bank of the Bank Merger). As of the date hereof, Charter Sunshine is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), New York Stock Exchange (the “NYSE”), state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings and notices, as applicable, or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), the Texas Department of Banking, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) under the BHC Act and the Home Owners’ Loan Act and approval of or non-objection to such applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (diii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of CharterCompany’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Company Proxy Statement-Prospectus”), which shall also serve as the proxy statement relating to the meeting of Purchaser’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and of a registration statement on Form S-4 (or such other applicable form) (the Registration Statement “Form S-4”) in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(b), (eiv) the filing of the Certificates/Texas Certificate of Merger with the Texas Secretary and the Maryland Articles of Merger with the Florida Secretary SDAT, (v) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of State pursuant to 1976, as amended (the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, “HSR Act”) and (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement (and approval of listing of such Purchaser Common Stock on the “Regulatory Approvals”)NYSE, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Company of the Merger and the other transactions contemplated hereby (including by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation execution and delivery by CharterBank Company of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthis Agreement.

Consents and Approvals. Except for (a) the filing of applicationsNo consents or approvals of, or filings and noticesor registrations with, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC any Governmental Authority are necessary in connection with (i) the Bank Mergerexecution and delivery by the MLP Parties of this Agreement or (ii) the consummation by the MLP Parties of the Merger Transactions, under the Bank Merger Act, and approval of such applications, filings and notices, except for (cA) the filing of any required applications, filings applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dB) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders matters to be held submitted to the MLP Unitholders at the MLP Meeting and a registration statement on Form S-4 with respect to the issuance by PAA of New Common Units in connection with this Agreement the Merger (such registration statement and any amendments or supplements thereto, the “Registration Statement,” and the transactions contemplated hereby (including proxy statement/prospectus included in such Registration Statement and any amendments or supplements thereto, the “Proxy Statement-/Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eC) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State pursuant to of the FBCA and State of Delaware, (D) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Maryland State Department rules of Assessments and Taxation pursuant to the MGCL to the extent requiredNYSE, and (fE) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of New Common Units in connection with the shares of CenterState Common Stock Merger pursuant to this Agreement Agreement, and (the “Regulatory Approvals”)F) such other consents, no consents or approvals of or authorizations, approvals, filings or registrations the absence or unavailability of which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with any Governmental Authority are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order respect to permit consummation of the Merger and Bank Merger on a timely basisMLP.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, a merger application with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act FDIC and approval or non-objection of such applications, filings applications by the FDIC and notices, any other Governmental Entity; (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, Securities and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority Exchange Commission (“FINRASEC”) and the approval of such applications, filings and notices, (di) the filing with the SEC of a joint proxy statement statement/prospectus in definitive form relating to the meeting stockholder meetings of Charter’s stockholders Pamrapo and BCB to be held in connection with this Agreement and the Merger contemplated hereby (the “Proxy Statement”) and (ii) a Registration Statement on Form S-4 (the “S-4”) registering the BCB Common Stock to be issued in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, c) the “Proxy Statement-Prospectus”), and adoption of this Agreement by the requisite vote of the Registration Statement in which stockholders of Pamrapo and the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness adoption of the Registration Statement, Bank Merger Agreement by the requisite vote of stockholders of Pamrapo Bank; (ed) the filing of the Certificates/Articles Certificate of Merger with the Florida New Jersey Secretary of State State; (e) the approval by the NASDAQ Stock Market of the listing of the additional shares of BCB Common Stock on the NASDAQ Global Market to be issued pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and Article II hereof; (f) the adoption of this Agreement by the requisite vote of the stockholders of BCB; and (i) such filings and filings, authorizations or approvals as may be set forth in Schedule 3.4 of the Pamrapo Disclosure Schedules; with a Governmental Entity to satisfy the applicable requirements of the laws of states in which Pamrapo and its Subsidiaries are required qualified or licensed to be made do business or obtained under the state securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)laws, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority Entity”) or with any third party are necessary in connection with (i1) the execution and delivery by Charter Pamrapo of this Agreement or and (ii2) the consummation by Charter Pamrapo of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (ai) filings of applications or notices with, and approvals or waivers by, the filing Office of applicationsThrift Supervision (the “OTS”), filings the Office of the Massachusetts Commissioner of Banks and notices, as applicable, with the Board of Governors Bank Incorporation of the Federal Reserve System (Commonwealth of Massachusetts relating to the “Federal Reserve Board”) under the BHC Act Merger and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under (ii) the Bank Merger Act, and approval obtaining by Acquiror of such applications, filings and noticesa letter from the MHPF to the Massachusetts Commissioner of Banks stating that Acquiror has made “satisfactory arrangements” with the MHPF, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (diii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Proxy Statement/Prospectus and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), filing and declaration of effectiveness of the Registration Statement registration statement on Form S-4 in which the Proxy Statement-/Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement prospectus and declaration of effectiveness of the Registration Statementany filings or approvals under applicable state securities laws, (eiv) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State pursuant to of the FBCA and State of Delaware, (v) the Maryland State Department adoption of Assessments and Taxation pursuant to this Agreement by the MGCL to Required Company Vote, (vi) the extent required, and (f) such filings consents and approvals as are required to be made set forth in Section 5.4 of the Acquiror Disclosure Letter, (vii) the consents, authorizations, approvals, filings or obtained under the securities or “Blue Sky” laws of various states exemptions in connection with the issuance applicable provisions of federal or state securities Laws or the shares rules or regulations of CenterState Common Stock pursuant any applicable self-regulatory organization, in any such case relating to this Agreement the regulation of broker-dealers, investment companies and investment advisors and (viii) the “Regulatory Approvals”)consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror, no consents or approvals of of, or filings or registrations with, any Governmental Entity or of or with any Governmental Authority other third party by and on behalf of Acquiror are necessary in connection with (iA) the execution and delivery by Charter Acquiror of this Agreement or and (iiB) the consummation by Charter Acquiror of the Merger, the Bank Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (bc) the filing of applications, filings and notices, as applicable, with the OCC Idaho Department of Finance (the “Idaho Department”) and the Washington State Department of Financial Institutions, Division of Banks (the “DFI”), the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger, under Merger or the Bank Merger Acttransfer of the Shared-Loss Agreements, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of CharterHome’s stockholders shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 (the “S-4”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Banner in connection with the transactions contemplated by this Agreement, to, among other things, register any securities issuable by Banner in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the Registration StatementS-4, (e) any filings or notices with the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL and the Washington Secretary pursuant to the extent requiredWBCA, and the filing of the Bank Merger Certificates, and (fg) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of various states in connection with the issuance by Banner of any securities pursuant to this Agreement and the approval of the listing of the shares of CenterState Banner Common Stock pursuant to issued in conjunction with the transactions contemplated by this Agreement (on the “Regulatory Approvals”)NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter Home of this Agreement or (iiB) the consummation by Charter Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter Home is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with receipt of approvals or no objections from, and the expiration of waiting periods required by, any agency or department of any federal or state government having supervisory jurisdiction over the Parties and the transactions contemplated by this Agreement, including the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the FDIC, the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “VBFI”) under the BHC Act and the Home Owners’ Loan Act and approval Office of such applications, filings and noticesthe Commissioner of Banks of the State of North Carolina, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with Securities and Exchange Commission (the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRASEC”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders Target Shareholder Meeting to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”) and of a registration statement on Form S-4 registering the shares of Buyer Common Stock to be issued in the Merger (the “Form S-4”), and of the Registration Statement in which the Proxy Statement-Prospectus Statement will be included as a prospectusincluded, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4 under the Securities Act, (ec) the filing of the Certificates/North Carolina Articles of Merger with the Florida North Carolina Secretary of State pursuant to the FBCA NCBCA and the Maryland Virginia Articles of Merger with the Virginia State Department of Assessments and Taxation Corporation Commission pursuant to the MGCL VSCA, (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the extent requiredregulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of The Nasdaq Global Market, or that are required under consumer finance, mortgage banking and other similar laws, and (fe) such notices or filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement 1976, as amended (the “Regulatory ApprovalsHSR Act”), if any, no consents or approvals of or filings or registrations with any federal or state court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each, a “Governmental Authority Entity”) are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Target of the Merger and the other transactions contemplated hereby (by this Agreement, including the consummation by CharterBank of the Bank Merger). As No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the date hereof, Charter is not aware execution and delivery by Target of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthis Agreement.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), NYSE, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings and notices, as applicable, or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) under the BHC Act and the Home Owners’ Loan Act and approval of or non-objection to such applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (diii) the filing with the SEC of a joint proxy statement in definitive form relating to the meeting of CharterCompany’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 (the Registration Statement “Form S-4”) in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(a), (eiv) the filing of the Certificates/Articles of Merger with the Florida Department of State of the Commonwealth of Pennsylvania and the filing of a certificate of merger with the Secretary of State pursuant to of the FBCA and State of Delaware, (v) any notices or filings under the Maryland State Department Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Assessments and Taxation pursuant to 1976, as amended (the MGCL to the extent required, “HSR Act”) and (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement (and approval of listing of such Purchaser Common Stock on the “Regulatory Approvals”)NYSE, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Company of the Merger and the other transactions contemplated hereby (including by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation execution and delivery by CharterBank Company of the Bank Merger)this Agreement. As of the date hereof, Charter Company is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisMerger.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the NYSE, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (biii) the filing of applications, filings and notices, as applicable, with the OCC Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (civ) the filing of any required applications, filings or notices, as applicable, notices with any state banking authorities listed on Section 3.4 of the Financial Industry Regulatory Authority (“FINRA”) Xxxxxx Valley Disclosure Schedule or Section 4.4 of the Sterling Disclosure Schedule and the approval of such applications, filings and notices, (dv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting meetings of CharterXxxxxx Valley’s and Sterling’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Sterling in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (evi) the filing of the Certificates/Articles Certificates of Merger with the Florida Secretary of New York State Department pursuant to the FBCA NYBCL and the Maryland State Department of Assessments and Taxation Delaware Secretary pursuant to the MGCL to DGCL and the extent requiredfiling of the Bank Merger Certificates, and (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Sterling Common Stock pursuant to this Agreement and the approval of the listing of such Sterling Common Stock on the NYSE, and (viii) the written approval of the Financial Industry Regulatory Authority, Inc. (“FINRA”), for the transactions contemplated by this Agreement pursuant to NASD Rule 1017 (the “Regulatory ApprovalsFINRA Approval”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter Xxxxxx Valley of this Agreement or (iiB) the consummation by Charter Xxxxxx Valley of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter Xxxxxx Valley is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the Board of Governors of Federal Reserve, the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act OCC and the Home Owners’ Loan Act and approval of such applications, filings and noticesBanking Commissioner, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC of a joint proxy statement in definitive form relating to the meeting meetings of Charterthe Company’s and Purchaser’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus such proxy statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eiii) the filing of the Certificates/Articles of Merger with the Florida Secretary of State Maryland Department pursuant to the FBCA and MGCL, (iv) filing with the Maryland State Department Nasdaq Stock Market of Assessments and Taxation pursuant a notification of the listing of the shares of Purchaser Common Stock to be issued in the MGCL to the extent required, and Merger; (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement Agreement; and (vi) and the “Regulatory Approvals”)execution and delivery by the Company and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of the Company’s trust preferred securities instruments and the Company and its Subsidiaries’ debt indentures set forth on Section 5.17 of the Company’s Disclosure Schedules, no consents or approvals of of, or filings or registrations with with, any Governmental Authority Entity or any third party are necessary required to be made or obtained by the Company in connection with (i) the execution and delivery by Charter the Company of this Agreement or (ii) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby (by this Agreement, including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware the Company has no knowledge of any reason pertaining to the Company why any of the necessary Regulatory Approvals and consents will approvals referred to in this Section 3.2(f) should not be received obtained without the imposition of any material condition or restriction described in order to permit consummation of the Merger and Bank Merger on a timely basisSection 6.2(e).

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, applicable with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Bank Holding Company Act of 1956, as amended and Bank Merger Act and the Home Owners’ Loan approval of such applications and notices, (ii) the filing of applications with the F.D.I.C. under the Bank Merger Act and approval of such applications, filings and notices(iii) state banking approvals, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (div) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementS-4, (ev) the approval of this agreement by Purchaser as the sole stockholder of Newco, (vi) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to of the FBCA and the Maryland State Department Commonwealth of Assessments and Taxation pursuant to the MGCL to the extent requiredMassachusetts, and (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” blue sky laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement Agreement; (viii) such filings, authorizations or approvals as may be set forth in Section 3.21 of the “Regulatory Approvals”)Purchaser Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Authority governmental entity or any third party are necessary in connection with (i1) the execution and delivery by Charter Purchaser and Newco of this Agreement or Agreement, (ii2) the consummation by Charter Purchaser and Newco of the Merger and the other transactions contemplated hereby hereby, (including 3) the consummation execution and delivery by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation Newco of the Merger Agreement and Bank (4) consummation of transactions contemplated by the Merger Agreement. The affirmative vote of the holders of the shares of Purchaser Common Stock is not required to approve this Agreement or the transactions contemplated hereby. Purchaser hereby represents to Company that it has no reason to believe that it would be unable to obtain each and every required consent and approval referred to in this SECTION 3.21. The Purchaser will endeavor to obtain such consents and approvals so that the transactions contemplated by this Agreement and the Merger Agreement may be consummated on a timely basisor prior to February 28, 1996.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Bank Merger Act and the Home Owners’ Loan BHC Act and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and noticesCompany Stockholder Approval, (c) the filing of any required applications, filings or notices, as applicable, a notice with the Financial Industry Regulatory Authority OTS pursuant to 12 C.F.R. § 563.22(h)(1), (“FINRA”d) and the receipt of the approval of such applications, filings and noticesthe Director of the New Mexico Financial Institutions Division to convert the Bank from a federal savings association to a New Mexico state bank, (de) the filing and approval of applications with the Director of the New Mexico Financial Institutions Division to, among other things, merge the Bank into the Buyer Bank immediately upon conversion of the Bank to a New Mexico state bank, (f) the filing of Articles of Merger with the Public Regulation Commission of the State of New Mexico pursuant to the NMBCA and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (g) the authorization to list shares of Buyer Common Stock to be issued in the Merger on the NASDAQ, (h) the filing of this Agreement and the Bank Merger Agreement together with copies of the resolutions approving this Agreement and the Bank Merger Agreement, a certificate of the appropriate officers of the Company that shareholders voted to approve this Agreement and a certificate evidencing approval of the Subsidiary Merger by the sole shareholder of the Bank with the Director of Financial Institutions Division pursuant to the NMBA and the Public Regulation Commission of the State of New Mexico, (i) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s the stockholders to be held in connection with this Agreement and of the transactions contemplated hereby Company (including any amendments or supplements thereto, the “Proxy Statement-/Prospectus”), ) and the filing and declaration of effectiveness of the Registration Statement registration statement on Form S-4 covering all of the shares of Buyer Common Stock to be issued in the Merger in which the Proxy Statement-/Prospectus will be included as a prospectusprospectus (“S-4”) and any filings or approvals under applicable state securities laws, to (j) such filings, authorizations or approvals as may be filed with the SEC by CenterState set forth in connection with the transactions contemplated by this Agreement and declaration of effectiveness Section 3.4 of the Registration Statement, (e) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredCompany Disclosure Schedule, and (fk) such consents, approvals, filings and approvals as are required or registrations the failure of which to be obtained or made will not have and would not reasonably be expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with aggregate, a Material Adverse Effect on the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Company, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority Entity”) or with any third party are necessary in connection with (i) the execution and delivery by Charter the Company or the Bank of this Agreement or (ii) the consummation by Charter the Company or the Bank of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (ai) the filing approvals of applications, filings and notices, as applicable, with (A) the Board of Governors of Merger by the Federal Reserve System (the “Federal Reserve Board”) OTS under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and noticesHOLA, (bB) the filing of applications, filings and notices, as applicable, with Savings Bank Merger by the OCC in connection with the Bank Merger, FDIC under the Bank Merger ActAct and by the Superintendent under the New York banking law and (C) the payment of a dividend from Independence Bank to ICBC in an amount sufficient to pay the aggregate cash consideration and related payments by the Superintendent under Section 112 of the New York banking law and by the OTS under 12 C.F.R. Section 563.143, and (ii) approval of such applications, filings and noticesthe listing of the ICBC Common Stock to be issued in the Merger on the Nasdaq National Market System, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (diii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Joint Proxy Statement/Prospectus and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement filing and declaration of effectiveness of the Registration StatementS-4, (eiv) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State of the State of Delaware pursuant to the FBCA DGCL, (v) the adoption of this Agreement by the Required SIB Vote and by the Maryland State Department Required ICBC Vote, (vi) the consents and approvals set forth in Section 5.4 of Assessments and Taxation pursuant to the MGCL to ICBC Disclosure Schedule, (vii) any notices or filings under the extent required, HSR Act and (fviii) such filings the consents and approvals as of third parties which are required not Governmental Entities, the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)aggregate, a Material Adverse Effect on ICBC, no consents or approvals of of, or filings or registrations with with, any Governmental Authority Entity or any third party are necessary in connection with (iA) the execution and delivery by Charter ICBC of this Agreement or and (iiB) the consummation by Charter ICBC of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, an application with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the Bank Holding Company Act of 1956, as amended (the "BHC Act and the Home Owners’ Loan Act Act") and approval of such applications, filings and noticesapplication, (b) the filing of applicationsan application with the FDIC under the Bank Merger Act and approval of such application, filings in the event the parties enter into the Bank Merger Agreement (as defined in Section 7.12) (c) the filing of applications and notices, as applicable, with the OCC in connection with Office of Thrift Supervision (the Bank Merger, under the Bank Merger Act, "OTS") and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings applications and notices, (d) the filing of an application with the SEC New York State Banking Department (the "Banking Department") and the approval of such application, (e) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement in definitive form relating to the meeting of Charter’s the Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Proxy Statement-Prospectus”), ") and the filing and declaration of effectiveness of the Registration Statement registration statement on Form S-4 (the "S-4") in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with (f) the SEC by CenterState in connection with the transactions contemplated by approval of this Agreement and declaration of effectiveness by the requisite vote of the Registration Statementstockholders of the Company, (eg) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredDGCL, and (fh) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” laws " Laws of various states in connection with the issuance of the shares of CenterState Buyer Common Stock pursuant to this Agreement Agreement, (i) approval of the “Regulatory Approvals”)listing of the Buyer Common Stock to be issued in the Merger on the NYSE, and (j) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity") or with any third party are necessary in connection with (i) the execution and delivery by Charter the Company of this Agreement the Company Documents or (ii) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings and notices, as applicable, with NASDAQ Stock Market LLC (“NASDAQ”) or NYSE, and the approval of the listing of the shares of BANC Common Stock to be issued pursuant to this Agreement and the New BANC Preferred Stock on the NYSE, (b) the filing of any required applications, filings, certificates and notices, as applicable, with the Board of Governors of the Federal Reserve System or Federal Reserve Bank of San Francisco (together, the “Federal Reserve BoardReserve”) under the BHC Act with respect to the Mergers, the Federal Reserve Act with respect to the FRS Membership and the Home Owners’ Loan Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications, filings and noticesfilings, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings certificates and notices, (c) the filing of any required applications, filings or filings, certificates and notices, as applicable, with the California Department of Financial Industry Regulatory Authority Protection and Innovation (the “FINRACDFPI”) ), and the approval approval, exemption or waiver of such applications, filings filings, certificates and notices, (d) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under the applicable requirements of the Exchange Act, including the filing of a joint proxy statement in definitive form relating to the meeting meetings of CharterPACW’s stockholders and BANC’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of (ii) the Registration Statement registration statement on Form S-4 in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState BANC in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of effectiveness of the Registration StatementS-4, (e) the filing of the Certificates/Delaware Merger Certificates with the Delaware Secretary pursuant to the DGCL and filing of the Articles of Merger with the Florida Secretary of State Maryland Department pursuant to the FBCA MGCL, and the Maryland State Department filing of Assessments and Taxation pursuant to the MGCL to the extent required, Bank Merger Certificates and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState BANC Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Agreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (i) the execution and delivery by Charter PACW of this Agreement or (ii) the consummation by Charter PACW of the Merger Mergers and the other transactions contemplated hereby (including the consummation by CharterBank of FRS Membership and the Bank Merger). As of the date hereof, Charter is not aware PACW has no knowledge of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger Mergers, the FRS Membership and the Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and noticesthe Merger by the Office of Thrift Supervision (the "OTS"), (dii) approval of the listing of the Washington Mutual Common Stock to be issued in the Merger on NYSE, (iii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a proxy statement in definitive form relating to the meeting of Charter’s Dime's stockholders to be held in connection with to vote on approval of this Agreement and the transactions contemplated hereby Merger (including any amendments or supplements thereto, the “"Proxy Statement-/Prospectus”), ") and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statementany filings or approvals under applicable state securities laws, (eiv) the filing of the Certificates/Articles Certificate of Merger with the Florida Delaware Secretary of State pursuant to the FBCA DGCL, (vi) the adoption of this Agreement by the requisite votes of the stockholders of Dime, (vii) the consents and approvals set forth in Section 4.4 of the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredDime Disclosure Schedule, and (fviii) such filings the consents and approvals of third parties which are not Governmental Entities (as are required hereinafter defined), the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under in the securities aggregate, a Material Adverse Effect on Dime or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Washington Mutual, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each a "Governmental Entity") or with any Governmental Authority third party are necessary required to be obtained by Dime or its Subsidiaries in connection with (iA) the execution and delivery by Charter Dime of this Agreement or and (iiB) the consummation by Charter Dime of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (a) the filing by FNB of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Act, and the Home Owners’ Loan Act Federal Reserve Act, as amended, and approval of such applicationsapplications and notices, filings and, in connection with the merger of BCSB Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the FDIC, the Office of the Comptroller of the Currency (the “OCC”), and any state regulatory authority, including but not limited to the Department of Labor, Licensing and Regulation of the State of Maryland (the “MD DLLR”), and approval of such applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with Securities and Exchange Commission (the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRASEC”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders BCSB shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), ) and of a registration statement on Form S-4 (the “Registration Statement Statement”) in which the Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (ec) the filing of the Certificates/Articles of Merger Merger, including a certificate of conveyance, with the Florida Secretary of State pursuant to the FBCA and the Maryland State acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the extent requiredFBCA, and (fd) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FNB Common Stock pursuant to this Agreement, and approval of the listing on the NYSE of such FNB Common Stock issuable in the Merger, (e) the adoption of this Agreement by the affirmative vote of at least a majority of the issued and outstanding shares of BCSB Common Stock, and (f) the “Regulatory Approvals”)execution and delivery by the Surviving Company and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of BCSB’s trust preferred securities instruments and the related debt indentures set forth on Section 3.4 of the BCSB Disclosure Schedule, no consents or approvals of or filings or registrations by BCSB with any court, administrative agency or commission or other governmental authority or instrumentality of federal, state, local or foreign government (each, a “Governmental Authority Entity”), any industry self-regulatory organization (“SRO”) or other Person are necessary in connection with (iA) the execution and delivery by Charter BCSB of this Agreement or and (iiB) the consummation by Charter BCSB of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger)this Agreement contemplates. As of the date hereofof this Agreement, Charter BCSB is not aware of any reason why the necessary Requisite Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of (i) a joint proxy statement in definitive form relating to the meeting of CharterNCC’s stockholders and the meeting of CenterState’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of (ii) the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementStatement and (iii) such reports under the Exchange Act and the Securities Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby, (e) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Certificate of Merger with the Division of Corporations in the Department of Assessments and Taxation State of the State of Delaware pursuant to the MGCL DGCL to the extent required, and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the consents and approval listed in clauses (a) and (b), the “Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with (i) the execution and delivery by Charter NCC of this Agreement or (ii) the consummation by Charter NCC or any of its Subsidiaries of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank NBC of the Bank Merger). As of the date hereofof this Agreement, Charter NCC is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the Board of Governors of FRB, the Federal Reserve System (FDIC, the “Federal Reserve Board”) under Massachusetts Department, the BHC Act Connecticut Banking Department, and the Home Owners’ Loan Act and approval of such applications, filings and noticesRhode Island Division, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC of a proxy statement Proxy Statement-Prospectus in definitive form relating to the meeting meetings of Charterthe Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the such Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eiii) the filing of the Certificates/Articles Delaware Certificate of Merger with the Florida Delaware Secretary of State pursuant to the FBCA and DGCL, the filing of the Maryland Articles of Merger with the Maryland State Department, the filing of a certificate for the Bank Merger with the Massachusetts Department and the filing of Assessments and Taxation pursuant a notice for the Bank Merger with the Connecticut Banking Department, (iv) filing with the New York Stock Exchange of a notification of the listing of the shares of Purchaser Common Stock to be issued in the MGCL to the extent required, Merger and (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Purchaser Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Agreement, no consents or approvals of of, or filings or registrations with with, any Governmental Authority Entity or any third party are necessary required to be made or obtained by the Company in connection with (i) the execution and delivery by Charter the Company of this Agreement or (ii) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby (by this Agreement, including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware the Company has no Knowledge of any reason pertaining to the Company why any of the necessary Regulatory Approvals and consents will approvals referred to in this Section 3.2(f) should not be received obtained without the imposition of any material condition or restriction described in order to permit consummation of the Merger and Bank Merger on a timely basisSection 6.2(e).

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and noticesFederal Reserve Act, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Actamended, and approval of such applications, filings applications and notices, (cii) the filing of any required applications, filings applications or notices, as applicable, notices with the Financial Industry Regulatory Authority (“FINRA”) any state or foreign agencies and the approval of such applications, filings applications and noticesnotices (the "State Approvals"), (diii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meeting meetings of Charter’s Xxxxx Fargo's and Norwest's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement-Prospectus”"), and of the Registration Statement registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eiv) the filing of the Certificates/Articles Certificate of Merger with the Florida Delaware Secretary of State pursuant to the FBCA DGCL, (v) any notices to or filings with the Small Business Administration ("SBA"), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the Maryland State Department rules and regulations thereunder and of Assessments and Taxation pursuant to the MGCL to the extent requiredany applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or which are required under consumer finance, mortgage banking and other similar laws, (fvii) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of CenterState Common Norwest Capital Stock pursuant to this Agreement and (viii) the “Regulatory Approvals”approval of this Agreement by the requisite vote of the stockholders of Xxxxx Fargo and Norwest (including the approval of the amendment of the Norwest Certificate contemplated by Section 1.7), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity") are necessary in connection with (iA) the execution and delivery by Charter Norwest of this Agreement or and (iiB) the consummation by Charter Norwest of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (ai) the filing of applications, filings and noticesnotices with the applicable Governmental Entities (including with Insurance Regulators under applicable Insurance Laws), as applicable, with the Board of Governors set forth in Section 3.4 of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applicationsCompany Disclosure Schedule and, filings and noticeswhere noted therein, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charterthe Company’s stockholders shareholders and the meeting of the Parent’s shareholders, in each case, to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (eiii) the filing of the Certificates/Articles Certificate of Merger with the Florida New Jersey Secretary of State pursuant to the FBCA and NJBCA, (iv) the Maryland State Department filing of Assessments and Taxation pursuant to any notices or other filings under the MGCL to Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the extent required“HSR Act”), and (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock Shares pursuant to this Agreement and the approval of the listing of such Parent Common Shares on the New York Stock Exchange (the “Regulatory ApprovalsNYSE”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter the Company of this Agreement or (iiB) the consummation by Charter the Company of the Merger and the other transactions contemplated hereby hereby. As used in this Agreement, “SRO” means (including the consummation by CharterBank x) any “self-regulatory organization” as defined in Section 3(a)(26) of the Bank Merger)Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (y) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date hereof, Charter the Company is not aware of any reason why the all necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Federal Reserve Board of Governors of under the BHC Act, as amended, and the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act Act, as amended, and approval of such applications, filings applications and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and noticesOther Regulatory Approvals, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy registration statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby on Form S-4 (including any amendments or supplements thereto, the “Proxy Statement-ProspectusForm S-4”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration StatementForm S-4, (d) the filing of the Articles of Merger with the Delaware Secretary of State and the North Carolina Secretary of State pursuant to the DGCL and NCBCA, (e) the filing of the Bank Merger Certificates/Articles of Merger , (f) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Florida Secretary applicable provisions of State pursuant federal and state securities laws relating to the FBCA regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the Maryland State Department rules and regulations thereunder and of Assessments any applicable SRO, and Taxation pursuant to the MGCL to rules and regulations of the extent requiredNASDAQ Global Market, or that are required under consumer finance, mortgage banking and other similar laws, (g) notices or filings under the HSR Act, if any, and (fh) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the shares of CenterState Buyer Common Stock pursuant to this Agreement (and approval of listing of such Buyer Common Stock on the “Regulatory Approvals”)NASDAQ Global Market, no consents or approvals of or filings or registrations with any Governmental Authority Entity are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Charter Buyer of the Merger and the other transactions contemplated hereby (including by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation execution and delivery by CharterBank Buyer of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisthis Agreement.

Consents and Approvals. (a) Except for (ai) the filing effectiveness of applications, filings and notices, as applicable, with a registration statement on Form S-4 to register the Board shares of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC S1 Common Stock to be issued in connection with the Bank Merger, under Merger (including the Bank Merger Actshares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and joint proxy statement/prospectus to be used in soliciting the approval of such applications, filings Edify's and notices, (d) the filing with the SEC of S1's stockholders at a proxy statement in definitive form relating to the special meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Proxy Statement-/Prospectus”"), and (ii) the approval of this Agreement by the requisite vote of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration stockholders of effectiveness of the Registration StatementEdify, (eiii) the filing of the Certificates/Articles Certificate of Merger with the Florida Secretary of State of the State of Delaware pursuant to the FBCA DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Maryland State Department securities or antitrust laws of Assessments and Taxation pursuant to the MGCL to the extent requiredany foreign country, and (fv) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Authority Entity"), or with any third party are necessary in connection with (i1) the execution and delivery by Charter Edify of this Agreement or and the Option Agreement, (ii2) the consummation by Charter Edify of the Merger and the other transactions contemplated hereby hereby, and (including 3) the consummation by CharterBank Edify of the Bank Merger). As Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time. (b) Except as set forth in Section 3.4(b) of the date hereofEdify Disclosure Schedule, Charter is not aware Edify hereby represents to S1 that it has no knowledge of any reason why approval or effectiveness of any of the necessary Regulatory Approvals and consents will applications, notices or filings referred to in Section 3.4(a) cannot be received in order to permit consummation of the Merger and Bank Merger obtained or granted on a timely basis.

Consents and Approvals. Except for (ai) the approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote, (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote, (iii) approval of the listing of the TD Common Shares to be issued in the Acquisition Merger on the Toronto Stock Exchange and the New York Stock Exchange, (iv) approval of the listing of the Banknorth Delaware Common Stock to be issued in the Migratory Merger on the New York Stock Exchange, (v) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings applications and notices, ; (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dvi) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Proxy Statement/Prospectus and the transactions contemplated hereby (including any amendments or supplements theretofiling with, and declaration of effectiveness by, the “Proxy Statement-Prospectus”), and SEC of the Registration Statement in which the Proxy Statement-/Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement prospectus and declaration of effectiveness of the Registration Statementany related filings or approvals under applicable state securities or blue sky laws, (evii) the filing of the Certificates/Articles Migratory Merger Certificates and the Certificate of Merger with the Florida Secretary Secretaries of State of the States of Maine and Delaware, as applicable, pursuant to the FBCA MBCA and the Maryland DGCL, as applicable, (viii) the consents and approvals set forth in Section 4.4 of the TD Disclosure Schedule, (ix) any notices or filings under the HSR Act, (x) the OSFI Approval, (xi) the State Department Banking Approvals, (xii) consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of Assessments and Taxation pursuant federal or state securities laws relating to the MGCL to the extent requiredregulation of broker-dealers, investment companies and investment advisors, (fxiii) such filings filings, notifications and approvals as are required under the SBIA and the rules and regulations of the SBA thereunder and (xiv) the consents and approvals of third parties which are not Governmental Entities, the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under in the securities aggregate, a Material Adverse Effect on Banknorth or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)TD, no consents or approvals of of, or filings or registrations with, any Governmental Entity or with any Governmental Authority other third party are necessary in connection with (iA) the execution and delivery by Charter TD and Berlin Mergerco of this Agreement or and the execution, delivery and performance by TD of the Stockholders Agreement and (iiB) the consummation by Charter TD and Berlin Mergerco of the Acquisition Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.

Consents and Approvals. Except for (ai) the filing requisite filings with, notices to and approval of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act BHCA and the Home Owners’ Loan Act and approval of such applicationsFederal Reserve Act, filings and noticesas amended, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (cii) the filing of any required applications, filings applications or notices, as applicable, notices with the Federal Reserve Bank of New York, the Office of the Comptroller of the Currency, the Department of Justice, the Federal Trade Commission, the New York State Banking Department, the Department of Banking of the State of Connecticut, the Florida Department of Banking and Finance, the New Jersey Department of Banking and Insurance, the North Carolina Commissioner of Banks, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking, the Delaware State Banks Commissioner, the District of Columbia Office of Banking and Financial Industry Regulatory Authority (“FINRA”) Institutions, the Cayman Islands Banking Commission, the National Association of Securities Dealers and other applicable federal, state or foreign governmental agencies or authorities as set forth in Schedule 3.4 of the UST Disclosure Schedule and approval of such applications, filings applications and notices, (diii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders UST's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Proxy Statement-Prospectus”), and of the Registration Statement in ") which the Proxy Statement-Prospectus will shall be included as a prospectus, in the SCHWAB registration statement on Form S-4 (the "S-4") and any other filings required to be filed made with the SEC by CenterState in connection with under the transactions contemplated by this Agreement and declaration Securities Exchange Act of effectiveness of 1934, as amended (the Registration Statement"Exchange Act"), (eiv) the filing of the Certificates/Articles New York Certificate of Merger with the Florida Secretary of State New York Department pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredNYBCL, and (fv) such any consent, authorizations, approvals, filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states exemptions in connection with compliance with the issuance applicable provisions of federal, state and foreign laws relating to the shares regulation of CenterState Common Stock pursuant to this Agreement broker-dealers, investment advisers (including the Investment Advisers Act of 1940, as amended (the “Regulatory Approvals”"Advisers Act")) and insurance agencies and the rules of any domestic or foreign securities, broker-dealer, investment adviser and insurance industry self-regulatory organization ("SRO") with jurisdiction over UST or any of its Subsidiaries, (vi) the consents, approvals and notices required or contemplated under the Investment Company Act of 1940, as amended (the "1940 Act"), (vii) the UST Shareholder Approval and (viii) such additional consents and approvals, the failure of which to make or obtain would not be reasonably likely to have a UST Material Adverse Effect, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a "Governmental Authority Entity") or of or with any third party are necessary in connection with (iA) the execution and delivery by Charter UST of this Agreement or and the UST Option Agreement and (iiB) the consummation by Charter UST of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger)hereby. As of the date hereof, Charter is not aware of UST has no reason to believe that any reason why the necessary Requisite Regulatory Approvals and consents (as defined in Section 7.1(c)) will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisobtained.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (bii) the filing of applications, filings and notices, as applicable, with the OCC Federal Reserve in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (ciii) the filing of any required applications, filings or and notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) Maryland Office and the Virginia Bureau in connection with the Bank Merger and approval of such applications, filings and notices, (div) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Joint Proxy Statement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement Form S-4 and declaration of effectiveness of the Registration StatementForm S-4, (ev) other filings and reports as required pursuant to the Exchange Act, (vi) the filing of the Certificates/Articles of Merger with the Florida Secretary of Virginia State Corporation Commission pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredVSCA, and (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Parent Common Stock pursuant to this Agreement and (viii) the “Regulatory Approvals”)filing with the Nasdaq Stock Market of a notification of the listing of the shares of Parent Common Stock to be issued in the First-Step Merger, no consents or approvals of of, or filings or registrations with with, any Governmental Authority Entity or any third party are necessary required to be made or obtained in connection with (i) the execution and delivery by Charter Parent or Merger Sub of this Agreement or (ii) the consummation by Charter Parent or Merger Sub of the Merger Integrated Mergers and the other transactions contemplated hereby (by this Agreement, including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware Parent has no knowledge of any reason pertaining to Parent why any of the necessary Regulatory Approvals and consents will approvals referred to in this Section 4.6 should not be received obtained without the imposition of any condition or requirement described in order to permit consummation of the Merger and Bank Merger on a timely basisSection 7.1(c).

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Home Owners’ Loan Act and approval Office of such applications, filings and notices, (b) the filing Comptroller of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, Currency under the Bank Merger Act, and approval of such applications, filings applications and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (db) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement Proxy Statement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement filing and declaration of effectiveness of the Registration StatementS-4, (ec) the approval of the Merger and this Agreement by the requisite vote of the stockholders of Buyer, (d) the filing of the Certificates/Articles of Merger with the Florida Secretary of State Department pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent requiredMGCL, and (fe) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of CenterState Buyer Common Stock pursuant to this Agreement, (f) filings required by the Bank Merger Agreement, (g) the approval of the Bank Merger Agreement by the stockholder of Buyer Bank, (h) authorization for quotation of Buyer Common Stock to be issued in the “Regulatory Approvals”)Merger on the Nasdaq/NMS, (i) approval of the transactions contemplated by this Agreement and the Bank Merger Agreement by the Maryland Commissioner of Financial Regulation and/or filings in connection therewith pursuant to the Financial Institutions Article of the Annotated Code of Maryland, (j) filings with the State Insurance Commissioner and (k) such filings, authorizations or approvals as may be set forth in Section 5.4 of the Buyer Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Authority Entity or with any third party are necessary in connection with (i1) the execution and delivery by Charter Buyer of this Agreement or Agreement, (ii2) the consummation by Charter Buyer of the Merger and the other transactions contemplated hereby hereby, (including 3) the consummation execution and delivery by CharterBank Buyer Bank of the Bank Merger). As Merger Agreement, and (4) the consummation of Buyer Bank of the date hereof, Charter is not aware of any reason why transactions contemplated by the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basisAgreement.

Consents and Approvals. Except for (a) the filing of any required applications, filings and notices, as applicable, with the NYSE, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or and notices, as applicable, with the Financial Industry Regulatory Authority Office of the Comptroller of the Currency (the “FINRAOCC”) in connection with the Bank Merger, and the approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking or insurance authorities listed on Section 3.4 of the Sterling Disclosure Schedule or Section 4.4 of the Xxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting meetings of CharterSterling’s and Xxxxxxx’x stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState Xxxxxxx in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of effectiveness of the Registration StatementS-4, (ef) the filing of the Certificates/Articles Xxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Xxxxxxx Preferred Stock with the Florida Delaware Secretary of State pursuant to the FBCA DGCL and the Maryland State Department filing of Assessments and Taxation pursuant to the MGCL to the extent required, Bank Merger Certificates and (fg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) on the “Regulatory Approvals”)NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Authority Entity”) are necessary in connection with (i) the execution and delivery by Charter Sterling of this Agreement or (ii) the consummation by Charter Sterling of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter Sterling is not aware of any reason why the necessary Regulatory Approvals regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (ai) filings with Bank Regulators, the filing of applications, filings and notices, as applicable, with the Board of Governors receipt of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Regulatory Approvals, and the Home Owners’ Loan Act and approval of such applications, filings and noticescompliance with any conditions contained therein, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (dii) the filing with the SEC Securities and Exchange Commission (“SEC”) of a proxy statement in definitive form relating Registration Statement on Form S-4 to register the meeting shares of Charter’s stockholders to Tower Common Stock that may be held issued in connection with this Agreement the Merger (such Form S-4, and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Registration Statement-Prospectus”), which will include the proxy statement/prospectus to be used in soliciting the approval of First Chester’s and Tower’s shareholders at the Special Meetings (such proxy statement as amended or supplemented is referred to herein as the “Proxy Materials”), (iii) the approval of this Agreement by the requisite vote of the Registration Statement in which shareholders of First Xxxxxxx and the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration shareholders of effectiveness of the Registration StatementTower, (eiv) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Pennsylvania Department of Assessments and Taxation pursuant to the MGCL to the extent requiredState, and (fv) such consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as may be required under applicable federal, foreign and approvals as are required to be made state securities (or obtained under related) laws and, if applicable, the securities or “Blue Sky” antitrust laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”)any foreign country, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority Entity”), or any third party are necessary in connection with (i1) the execution and delivery by Charter First Xxxxxxx of this Agreement or Agreement, and (ii2) the consummation by Charter First Xxxxxxx of the Merger and the other transactions contemplated hereby (including hereby, other than such filings, authorizations, approvals or consents as are to be obtained by First Xxxxxxx with respect to the consummation by CharterBank First Xxxxxxx Contracts as are set forth in Section 3.13(b) of the Bank Merger). As of the date hereof, Charter is not aware First Xxxxxxx Disclosure Schedules. (b) First Xxxxxxx has no Knowledge of any reason why approval or effectiveness of any of the necessary Regulatory Approvals and consents will consents, approvals, authorizations, applications, notices, filings or waivers thereof referred to in Section 3.4(a) cannot be received in order to permit consummation of the Merger and Bank Merger obtained or granted on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings applications and notices, (cii) the filing of any other required applicationsapplications or notices with any state, filings federal or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) foreign agencies and the approval of such applications, filings applications and noticesnotices (the “State Approvals”), (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting meetings of CharterLSB’s stockholders and FNB’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement-Prospectus”), and of the Registration Statement registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement-Prospectus Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (eiv) the filing of the Certificates/Articles of Merger with the Florida North Carolina Secretary of State pursuant to the FBCA NCBCA and Chapter 53 of the North Carolina General Statutes, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and the Maryland State Department of Assessments rules and Taxation pursuant to the MGCL to the extent requiredregulations thereunder, and of any applicable industry self-regulatory organization (f“SRO”), or which are required under consumer finance, mortgage banking and other similar laws, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState LSB Common Stock pursuant to this Agreement and (vii) the “Regulatory Approvals”approval of this Agreement by the requisite votes of the shareholders of FNB and LSB (including the approval of the amendments of the Charter contemplated by Sections 1.1 and 1.7), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Authority Entity”) are necessary in connection with (iA) the execution and delivery by Charter LSB of this Agreement or and (iiB) the consummation by Charter LSB of the Merger and the other transactions contemplated hereby (including the consummation by CharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basishereby.