Common use of Coordination Clause in Contracts

Coordination. (a) Prior to the Effective Time, each of Sunshine and its Subsidiary shall take any action CenterState may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine and its Subsidiary with CenterState and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its Subsidiary, and Sunshine shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine or its Subsidiary prior to the Effective Time. Sunshine shall permit representatives of CenterState Bank to be onsite at Sunshine to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior to the Effective Time, Sunshine and its Subsidiary shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions between CenterState and Sunshine’s customers and suppliers. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, HCBF and its Subsidiary Subsidiaries shall take any action actions CenterState may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine HCBF and its Subsidiary Subsidiaries with CenterState and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine HCBF and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine HCBF and its SubsidiarySubsidiaries, and Sunshine HCBF shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine HCBF or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine HCBF shall permit representatives of CenterState Bank to be onsite at Sunshine HCBF to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior to the Effective Time, Sunshine subject to applicable Laws, HCBF and its Subsidiary Subsidiaries shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine HCBF Material Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine HCBF shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine HCBF and its Subsidiaries for the purpose of facilitating the integration of Sunshine HCBF and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, HCBF shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine HCBF and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine HCBF and its business into that of CenterState. Any interaction between CenterState and SunshineHCBF’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineHCBF. Sunshine HCBF shall have the right to participate in any discussions between CenterState and SunshineHCBF’s customers and suppliers. (ed) CenterState and Sunshine HCBF agree to take all action necessary and appropriate to cause Savings Harbor Community Bank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, SWGB and its Subsidiary Subsidiaries shall take any action CenterState actions FBMS may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine SWGB and its Subsidiary Subsidiaries with CenterState FBMS and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine SWGB and CenterState FBMS shall meet from time to time as CenterState FBMS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine SWGB and its SubsidiarySubsidiaries, and Sunshine SWGB shall give due consideration to CenterStateFBMS’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState FBMS nor CenterState Bank The First shall under any circumstance be permitted to exercise control of Sunshine SWGB or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine SWGB shall permit representatives of CenterState Bank The First to be onsite at Sunshine SWGB to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Southwest Georgia Bank’s business, during normal business hours and at the expense of FBMS or The First (not to include Southwest Georgia Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, SWGB and its Subsidiary Subsidiaries shall take any actions CenterState FBMS may reasonably request (at its sole cost) in connection with negotiating any amendments, modifications or terminations of any material Leases or Sunshine SWGB Material Contracts that CenterState FBMS may request, including, but not limited to, including actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState FBMS and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState FBMS in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to SWGB’s or Southwest Georgia Bank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine SWGB shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to suppliers of Sunshine SWGB and its Subsidiaries for the purpose of facilitating the integration of Sunshine SWGB and its business into that of CenterStateFBMS. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, SWGB shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to customers of Sunshine SWGB and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine SWGB and its business into that of CenterStateFBMS. Any interaction between CenterState FBMS and SunshineSWGB’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineSWGB. Sunshine SWGB shall have the right to participate in any discussions between CenterState FBMS and SunshineSWGB’s customers and suppliers. (ed) CenterState FBMS and Sunshine SWGB agree to take all action necessary and appropriate to cause Savings Southwest Georgia Bank to merge with CenterState Bank The First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, subject to applicable Laws, each of Sunshine Charter and its Subsidiary CharterBank shall take any action CenterState may reasonably request from time to time to better prepare the parties Parties for the integration of the operations of Sunshine Charter and its Subsidiary CharterBank with CenterState and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine Charter and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine Charter and its SubsidiaryCharterBank, and Sunshine Charter shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine Charter or its Subsidiary CharterBank prior to the Effective Time. Sunshine Charter shall permit representatives of CenterState Bank to be onsite at Sunshine Charter to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without disruption to CharterBank’s business with its customers. (b) Prior to the Effective Time, Sunshine subject to applicable Laws, Charter and its Subsidiary CharterBank shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Charter Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Sections 6.01(a) and 6.01(b) of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties Parties shall reasonably cooperate (provided that the Parties shall cooperate to reasonably minimize disruption to Charter’s or CharterBank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party Party and appropriate service providers) and Sunshine Charter shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine Charter and its Subsidiaries for the purpose of facilitating the integration of Sunshine Charter and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, Charter shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine Charter and its Subsidiary CharterBank for the purpose of facilitating the integration of Sunshine Charter and its business into that of CenterState. Any interaction between CenterState and SunshineCharter’s and any of its SubsidiaryCharterBank’s customers and suppliers shall be coordinated by SunshineCharter. Sunshine Charter shall have the right to participate in any discussions between CenterState and SunshineCharter’s customers and suppliers. (ed) CenterState and Sunshine Charter agree to take all action necessary and appropriate to cause Savings Bank CharterBank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Bank Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, subject to applicable Laws, each of Sunshine Charter and its Subsidiary CharterBank shall take any action CenterState may reasonably request from time to time to better prepare the parties Parties for the integration of the operations of Sunshine Charter and its Subsidiary CharterBank with CenterState and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine Charter and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine Charter and its SubsidiaryCharterBank, and Sunshine Charter shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine Charter or its Subsidiary CharterBank prior to the Effective Time. Sunshine Charter shall permit representatives of CenterState Bank to be onsite at Sunshine Charter to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without disruption to CharterBank’s business with its customers. (b) Prior to the Effective Time, Sunshine subject to applicable Laws, Charter and its Subsidiary CharterBank shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Charter Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Sections 6.01(a) and 6.01(b) of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties Parties shall reasonably cooperate (provided that the Parties shall cooperate to reasonably minimize disruption to Charter’s or CharterBank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party Party and appropriate service providers) and Sunshine Charter shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine Charter and its Subsidiaries for the purpose of facilitating the integration of Sunshine Charter and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, Charter shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine Charter and its Subsidiary CharterBank for the purpose of facilitating the integration of Sunshine Charter and its business into that of CenterState. Any interaction between CenterState and SunshineCharter’s and any of its SubsidiaryCharterBank’s customers and suppliers shall be coordinated by SunshineCharter. Sunshine Charter shall have the right to participate in any discussions between CenterState and SunshineCharter’s customers and suppliers. (ed) CenterState and Sunshine Charter agree to take all action necessary and appropriate to cause Savings Bank CharterBank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Bank Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter. Transactional Expenses. Charter has provided in Charter Disclosure Schedule Section 5.20 a reasonable good faith estimate of costs and fees that Charter and CharterBank expect to pay to retained representatives in connection with the transactions contemplated by this Agreement, exclusive of any costs that may be incurred by Charter as a result of any litigation which may arise in connection with this Agreement (collectively, “Charter Expenses”). Charter shall use its commercially reasonable efforts to cause the aggregate amount of all Charter Expenses to not exceed the total expenses disclosed in Charter Disclosure Schedule Section 5.20. Charter shall promptly notify CenterState if or when it determines that it expects to materially exceed its estimate for Charter Expenses. Notwithstanding anything to the contrary in this Section 5.21, Charter shall not incur any investment banking, brokerage, finders or other similar financial advisory fees in connection with the transactions contemplated by this Agreement other than those expressly set forth in Charter Disclosure Schedule Section 3.23.

Coordination. (a) Prior to The Parties agree on the Effective Timeimportance of coordinating their public announcements respecting the Project and this Agreement and the subject matter hereof. Xxxxxxxx and Mascoma will, each of Sunshine and its Subsidiary shall take any action CenterState may reasonably request from time to time to better prepare time, and at the parties for the integration request of the operations other Party discuss the general information content relating to the Project and this Agreement which may be publicly disclosed. The above-referenced releases may be Mascoma releases, Xxxxxxxx releases or joint Mascoma/Xxxxxxxx releases, and the Parties may agree to draft joint disclosures. The Parties shall endeavor to agree on all public announcements that are discussed; provided, however, in no event may Xxxxxxxx or Company make a public announcement regarding the Project, Site or this Agreement without the prior approval of Sunshine and its Subsidiary with CenterState and its SubsidiariesMascoma, respectivelysuch approval not to be unreasonably withheld or conditioned. Without limiting Notwithstanding the foregoing, senior officers a Party may make any disclosure where in a Party’s reasonable legal opinion it is required by applicable Law or applicable stock exchange regulation or order or other ruling of Sunshine and CenterState shall meet from time to time as CenterState may reasonably requesta competent court, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its Subsidiary, and Sunshine shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine or its Subsidiary provided that prior to the Effective Time. Sunshine shall permit representatives of CenterState Bank to be onsite at Sunshine to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior to the Effective Time, Sunshine and its Subsidiary shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upondisclosure, the Closing, and disclosing Party shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any notify the other Party prior to making such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations)disclosure, and will provide the other Party with an opportunity to review and comment prior to release, provided the disclosing Party shall not be required to delay such disclosures by more than twenty-four (ii24) hours to maximize potential benefits receive and discuss such comments, so long as the disclosing Party has provided to CenterState and its Subsidiaries the other Party as much advance notice as is reasonably practicable under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, the parties circumstances. Each Party agrees that it shall reasonably cooperate with the other in preparing for with respect to all disclosures regarding this Agreement to the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s Securities Exchange Commission and any other Governmental Authority, including requests for confidential treatment of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate proprietary information of either Party included in any discussions between CenterState and Sunshine’s customers and supplierssuch disclosure. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, SSNF and its Subsidiary Subsidiaries shall take any action CenterState actions FBMS may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine SSNF and its Subsidiary Subsidiaries with CenterState FBMS and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine SSNF and CenterState FBMS shall meet from time to time as CenterState FBMS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine SSNF and its SubsidiarySubsidiaries, and Sunshine SSNF shall give due consideration to CenterStateFBMS’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState FBMS nor CenterState Bank The First shall under any circumstance be permitted to exercise control of Sunshine SSNF or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine SSNF shall permit representatives of CenterState Bank The First to be onsite at Sunshine SSNF to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Sunshine Bank’s business, during normal business hours and at the expense of FBMS or The First (not to include Sunshine Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, SSNF and its Subsidiary Subsidiaries shall take any actions CenterState FBMS may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine SSNF Material Contracts that CenterState FBMS may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState FBMS and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState FBMS in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to SSNF’s or Sunshine Bank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine SSNF shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to suppliers of Sunshine SSNF and its Subsidiaries for the purpose of facilitating the integration of Sunshine SSNF and its business into that of CenterStateFBMS. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, SSNF shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to customers of Sunshine SSNF and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine SSNF and its business into that of CenterStateFBMS. Any interaction between CenterState FBMS and SunshineSSNF’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineSSNF. Sunshine SSNF shall have the right to participate in any discussions between CenterState FBMS and SunshineSSNF’s customers and suppliers. (ed) CenterState FBMS and Sunshine SSNF agree to take all action necessary and appropriate to cause Savings Sunshine Bank to merge with CenterState Bank The First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, TB and its Subsidiary Subsidiaries shall take any action CenterState actions BFC may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine TB and its Subsidiary Subsidiaries with CenterState BFC and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine TB and CenterState BFC shall meet from time to time as CenterState BFC may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine TB and its SubsidiarySubsidiaries, and Sunshine TB shall give due consideration to CenterStateBFC’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState BFC nor CenterState Bank First shall under any circumstance be permitted to exercise control of Sunshine TB or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine TB shall permit representatives of CenterState Bank First to be onsite at Sunshine TB to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Timberwood Bank’s business, during normal business hours and at the expense of BFC or Bank First (not to include Timberwood Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, TB and its Subsidiary Subsidiaries shall take any actions CenterState BFC may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Material Contracts that CenterState BFC may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState BFC and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState BFC in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the Parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably cooperate minimize disruption to TB’s or Timberwood Bank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party Party and appropriate service providers) and Sunshine TB shall, upon CenterStateBFC’s reasonable request, introduce CenterState BFC and its representatives to suppliers of Sunshine TB and its Subsidiaries for the purpose of facilitating the integration of Sunshine TB and its business into that of CenterStateBFC. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, TB shall, upon CenterStateBFC’s reasonable request, introduce CenterState BFC and its representatives to customers of Sunshine TB and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine TB and its business into that of CenterStateBFC. Any interaction between CenterState BFC and SunshineTB’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineTB. Sunshine TB shall have the right to participate in any discussions between CenterState BFC and SunshineTB’s customers and suppliers. (ed) CenterState BFC and Sunshine TB agree to take all action necessary and appropriate to cause Savings Timberwood Bank to merge with CenterState Bank First in accordance with applicable Laws and the terms of the Bank Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior Buyer and Seller agree that as promptly as practicable following the execution of this Agreement, meetings with employees of Seller Bank shall be held at such locations as Buyer and Seller shall mutually agree; provided that representatives of Seller shall be permitted to attend such meetings. Buyer and Seller shall mutually agree as to the Effective Timescope and content of all communications from Buyer to the employees of Seller and Seller Bank. At mutually agreed upon times following execution of this Agreement, representatives of Buyer shall be permitted to meet with the employees of Seller and Seller Bank to discuss employment opportunities with Buyer. Notwithstanding the foregoing, Buyer in this process shall have no right to exercise any management authority over employees of Seller and Seller Bank. (b) From and after the first date on which both the Requisite Seller Vote and Requisite Regulatory Approvals required under Section 7.1 (and without having to allow any waiting period under such approvals to expire) have been obtained, Buyer shall be permitted to conduct training sessions outside of normal business hours or at other times as Seller may agree with the employees of Seller and Seller Bank and may conduct such training seminars at such locations as Buyer and Seller may mutually agree; provided that such meetings or trainings will be at no cost to Seller and that Buyer will not schedule such training sessions in a manner which interferes with Seller’s and Seller Bank’s normal business operations. (c) Upon Buyer’s reasonable request, and with Buyer’s indemnification, prior to the Closing Date and following receipt of both the Requisite Seller Vote and Requisite Regulatory Approvals required under Section 7.1 (and without having to allow any waiting period under such approvals to expire), and consistent with GAAP and applicable banking laws and regulations, each of Sunshine Seller and its Subsidiary shall take any action CenterState may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine and its Subsidiary with CenterState and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its Subsidiary, and Sunshine Subsidiaries shall give due consideration to CenterStateBuyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted request to exercise control of Sunshine or its Subsidiary prior to the Effective Time. Sunshine shall permit representatives of CenterState Bank to be onsite at Sunshine to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior to the Effective Time, Sunshine and its Subsidiary shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), be applied on a basis that is consistent with that of Buyer and (ii) make such accruals under the Seller Benefit Plans as Buyer may reasonably request to maximize potential reflect the benefits to CenterState and its Subsidiaries payable under Code Section 382 in connection with such Seller Benefit Plans upon the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations completion of the SEC and applicable banking Laws and regulationsMerger; provided, however, that at Seller’s reasonable request no such changes need be made earlier than one (1) business day prior to the Closing Date. (d) From and after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterStateUpon Buyer’s reasonable request, introduce CenterState and its representatives with Buyer’s indemnification, prior to suppliers the Closing Date and following receipt of Sunshine both the Requisite Seller Vote and Requisite Regulatory Approvals required under Section 7.1 (and without having to allow any waiting period under such approvals to expire), and consistent with GAAP and subject to applicable banking laws and regulations, Seller and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into shall give due consideration to Buyer’s request that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and Seller or any of its Subsidiary’s customers Subsidiaries divest itself prior to the Effective Time of such investment securities and suppliers shall loans as are identified by Buyer in writing from time to time prior to the Closing Date; provided, however, that no such divestitures need be coordinated by Sunshine. Sunshine shall have made prior to the right to participate in any discussions between CenterState and Sunshine’s customers and suppliersClosing Date. (e) CenterState No accrual or reserve or change in policy or procedure, or any divestiture of investment securities or loans, made by Seller or any of its Subsidiaries at the request of Buyer pursuant to this Section 6.22 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustment shall not be deemed to imply any misstatement of previously furnished financial statements or information and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge shall not be construed as concurrence of Seller or its management with CenterState Bank in accordance with applicable Laws and any such adjustments. In the terms of event the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafteris not consummated, Buyer shall indemnify Seller for such actions within thirty (30) days.

Coordination. (a) Prior to the Effective Time, each of Sunshine and its Subsidiary FNB shall take any action CenterState actions Buyer may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine and its Subsidiary FNB with CenterState and its Subsidiaries, respectivelyBuyer Bank. Without limiting the foregoing, senior officers of Sunshine FNB and CenterState Buyer shall meet from time to time as CenterState Buyer may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its SubsidiaryFNB, and Sunshine FNB shall give due consideration to CenterStateBuyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState Buyer nor CenterState Buyer Bank shall under any circumstance be permitted to exercise control of Sunshine FNB or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine FNB shall permit representatives of CenterState Buyer Bank to be onsite at Sunshine FNB to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior Upon Buyer’s reasonable request, prior to the Effective Time and consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, each of FNB and its Subsidiaries shall modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied, on a basis that is consistent with that of Buyer. In order to promote a more efficient and orderly integration of operation of FNB with Buyer Bank, from the date of execution of this Agreement and prior to the Effective Time, Sunshine as more particularly set forth in and its Subsidiary subject to the provisions of Section 5.01(q), FNB shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may sell or otherwise divest itself of such investment securities and loans as are identified by Buyer and agreed to in writing between FNB and Buyer from time to time prior to the Closing Date, such identification to include a statement as to Buyer’s business reasons for such divestitures. Notwithstanding the foregoing, no such modifications, changes or divestitures of the type described in this Section 5.19(b) need be requested by CenterState made prior to the satisfaction of the conditions set forth in connection with any such amendment, modification or terminationSection 6.01(a) and Section 6.01(b). (c) CenterState FNB shall, consistent with GAAP and Sunshine regulatory accounting principles, use its commercially reasonable efforts to implement at Buyer’s request internal control procedures which are consistent with Buyer’s and Buyer Bank’s current internal control procedures to allow Buyer to fulfill its reporting requirement under Section 404 of the Xxxxxxxx-Xxxxx Act, provided, however, that no such modifications, changes or divestitures need be made prior to the satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b). (d) No accrual or reserve or change in policy or procedure made by FNB or any of its Subsidiaries pursuant to this Section 5.19 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustment shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of FNB or its management with any such adjustments. (e) Subject to Section 5.19(b), Buyer and FNB shall cooperate (i) to minimize any potential adverse impact to CenterState Buyer under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState the Buyer and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws laws and regulations. (df) From and after FNB shall use its commercially reasonable efforts to cause the date hereofRetention Agreements, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, nonNon-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions between CenterState and Sunshine’s customers and suppliers. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws Compete Agreements and the terms of Employment Agreement to be executed and delivered at the Plan of Bank Merger immediately following Closing by the Effective Time or as promptly as practicable thereafterindividuals identified on Disclosure Schedule Section 8.01.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, HSBI and its Subsidiary Subsidiaries shall take any action CenterState actions FBMS may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine HSBI and its Subsidiary Subsidiaries with CenterState FBMS and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine HSBI and CenterState FBMS shall meet from time to time as CenterState FBMS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine HSBI and its SubsidiarySubsidiaries, and Sunshine HSBI shall give due consideration to CenterStateFBMS’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState FBMS nor CenterState Bank The First shall under any circumstance be permitted to exercise control of Sunshine HSBI or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine HSBI shall permit representatives of CenterState Bank The First to be onsite at Sunshine HSBI to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Heritage Southeast Bank’s business, during normal business hours and at the expense of FBMS or The First (not to include Heritage Southeas Bank's regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, HSBI and its Subsidiary Subsidiaries shall take any actions CenterState FBMS may reasonably request (at FMBS’s sole cost) in connection with negotiating any amendments, modifications or terminations of any material Leases or Sunshine HSBI Material Contracts that CenterState FBMS may reasonably request, including, but not limited to, including actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState FBMS and will use its commercially reasonable efforts to negotiate specific provisions that may be reasonably requested by CenterState FBMS in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to HSBI’s or Heritage Southeast Bank's business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine HSBI shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to suppliers of Sunshine HSBI and its Subsidiaries for the purpose of facilitating the integration of Sunshine HSBI and its business into that of CenterStateFBMS. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, HSBI shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to customers of Sunshine HSBI and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine HSBI and its business into that of CenterStateFBMS. Any interaction between CenterState FBMS and SunshineHSBI’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineHSBI. Sunshine HSBI shall have the right to participate in any discussions between CenterState FBMS and SunshineHSBI’s customers and suppliers. (ed) CenterState FBMS and Sunshine HSBI agree to take all action necessary and appropriate to cause Savings Heritage Southeast Bank to merge with CenterState Bank The First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, subject to applicable Laws, each of Sunshine NCC and each of its Subsidiary Subsidiaries shall take any action CenterState may reasonably request from time to time to better prepare the parties Parties for the integration of the operations of Sunshine NCC and its Subsidiary Subsidiaries with CenterState and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine NCC and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine NCC and its SubsidiarySubsidiaries, and Sunshine NCC shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine NCC or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine NCC shall permit representatives of CenterState Bank to be onsite at Sunshine NCC to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without disruption to NBC’s business with its customers. (b) Prior to the Effective Time, Sunshine subject to applicable Laws, NCC and each of its Subsidiary Subsidiaries shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine NCC Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Sections 6.01(a) and 6.01(b) of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties Parties shall reasonably cooperate (provided that the Parties shall cooperate to reasonably minimize disruption to NCC’s or NBC’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party Party and appropriate service providers) ), and Sunshine NCC shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine NCC and its Subsidiaries for the purpose of facilitating the integration of Sunshine NCC and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, NCC shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine NCC and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine NCC and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of NCC and its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineNCC. Sunshine NCC shall have the right to participate in any discussions between CenterState and SunshineNCC’s customers and suppliers. (ed) CenterState and Sunshine NCC agree to take all action necessary and appropriate to cause Savings Bank NBC to merge with CenterState Bank in accordance with applicable Laws and the terms of the Bank Plan of Bank Merger immediately following (and subject to the occurrence of) the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, subject to applicable Laws, each of Sunshine NCC and each of its Subsidiary Subsidiaries shall take any action CenterState may reasonably request from time to time to better prepare the parties Parties for the integration of the operations of Sunshine NCC and its Subsidiary Subsidiaries with CenterState and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine NCC and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine NCC and its SubsidiarySubsidiaries, and Sunshine NCC shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine NCC or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine NCC shall permit representatives of CenterState Bank to be onsite at Sunshine NCC to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without disruption to NBC’s business with its customers. (b) Prior to the Effective Time, Sunshine subject to applicable Laws, NCC and each of its Subsidiary Subsidiaries shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine NCC Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Sections 6.01(a) and 6.01(b) of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties Parties shall reasonably cooperate with (provided that the other in preparing for the prompt conversion Parties shall cooperate to reasonably minimize disruption to NCC’s or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions between CenterState and Sunshine’s customers and suppliers. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.NBC’s

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, FPB and its Subsidiary Subsidiaries shall take any action CenterState actions FBMS may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine FPB and its Subsidiary Subsidiaries with CenterState FBMS and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine FPB and CenterState FBMS shall meet from time to time as CenterState FBMS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine FPB and its SubsidiarySubsidiaries, and Sunshine FPB shall give due consideration to CenterStateFBMS’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState FBMS nor CenterState Bank The First shall under any circumstance be permitted to exercise control of Sunshine FPB or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine FPB shall permit representatives of CenterState Bank The First to be onsite at Sunshine FPB to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Florida Parishes Bank’s business, during normal business hours and at the expense of FBMS or The First (not to include Florida Parishes Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, FPB and its Subsidiary Subsidiaries shall take any actions CenterState FBMS may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine FPB Material Contracts that CenterState FBMS may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState FBMS and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState FBMS in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to FPB’s or Florida Parishes Bank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine FPB shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to suppliers of Sunshine FPB and its Subsidiaries for the purpose of facilitating the integration of Sunshine FPB and its business into that of CenterStateFBMS. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, FPB shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to customers of Sunshine FPB and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine FPB and its business into that of CenterStateFBMS. Any interaction between CenterState FBMS and SunshineFPB’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineFPB. Sunshine FPB shall have the right to participate in any discussions between CenterState FBMS and SunshineFPB’s customers and suppliers. (ed) CenterState FBMS and Sunshine FPB agree to take all action necessary and appropriate to cause Savings Florida Parishes Bank to merge with CenterState Bank The First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine Company and its Subsidiary Subsidiaries shall take any action CenterState actions Buyer may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine Company and its Subsidiary Company Bank with CenterState Buyer and its SubsidiariesBuyer Bank, respectively. Without limiting the foregoing, senior officers of Sunshine Company and CenterState Buyer shall meet from time to time as CenterState Buyer may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine Company and its SubsidiarySubsidiaries, and Sunshine Company shall give due consideration to CenterStateBuyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState Buyer nor CenterState Buyer Bank shall under any circumstance be permitted to exercise control of Sunshine Company or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine Company shall permit representatives of CenterState Buyer Bank to be onsite at Sunshine Company to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Upon Buyer’s reasonable request, prior to the Effective Time and consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations, each of Company and its Subsidiaries shall modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied, on a basis that is consistent with that of Buyer. In order to promote a more efficient and orderly integration of operation of Company Bank with Buyer Bank, Company shall use commercially reasonable efforts to cause Company Bank, or any of its Subsidiaries, to sell or otherwise divest itself of such Company Investment Securities and loans as are identified by Buyer and agreed to in writing between Company and Buyer from time to time prior to the Closing Date, such identification to include a statement as to Buyer’s business reasons for such divestitures, if requested. The economic impact of such divestitures to Company’s earning shall be quantified and included in the calculation of Closing Consolidated Net Book Value. Notwithstanding the foregoing, no such modifications, changes or divestitures of the type described in this Section 5.18(b) need be made prior to the satisfaction of the conditions set forth in Section 6.01(b). (c) Company shall, consistent with GAAP and regulatory accounting principles, use its commercially reasonable efforts to adjust, at Buyer’s reasonable request, internal control procedures which are consistent with Buyer’s and Buyer Bank’s current internal control procedures to allow Buyer to fulfill its reporting requirement under Section 404 of the Xxxxxxxx-Xxxxx Act, provided, however, that no such adjustments need be made prior to the satisfaction of the conditions set forth in Section 6.01(b). (d) Prior to the Effective Time, Sunshine Company and its Subsidiary Subsidiaries shall take any actions CenterState Buyer may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Company Material Contracts that CenterState Buyer may request, including, including but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState Buyer and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState Buyer in connection with any such amendment, modification or termination. (ce) CenterState Subject to Section 5.18(b), Buyer and Sunshine Company shall cooperate (i) to minimize any potential adverse impact to CenterState Buyer under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState Buyer and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (df) From and after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine Company shall, upon CenterStateBuyer’s reasonable request, introduce CenterState Buyer and its representatives to suppliers of Sunshine Company and its Subsidiaries for the purpose of facilitating the integration of Sunshine Company and its business into that of CenterStateBuyer. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine Company shall, upon CenterStateBuyer’s reasonable request, introduce CenterState Buyer and its representatives to customers of Sunshine Company and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine Company and its business into that of CenterStateBuyer. Any interaction between CenterState Buyer and SunshineCompany’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineCompany. Sunshine Company shall have the right to participate in any discussions between CenterState Buyer and SunshineCompany’s customers and suppliers. (eg) CenterState Buyer and Sunshine Company agree to take all action necessary and appropriate to cause Savings Company Bank to merge with CenterState Buyer Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, FFB and its Subsidiary Subsidiaries shall take any action CenterState actions FBMS may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine FFB and its Subsidiary Subsidiaries with CenterState FBMS and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine FFB and CenterState FBMS shall meet from time to time as CenterState FBMS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine FFB and its SubsidiarySubsidiaries, and Sunshine FFB shall give due consideration to CenterStateFBMS’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState FBMS nor CenterState Bank The First shall under any circumstance be permitted to exercise control of Sunshine FFB or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine FFB shall permit representatives of CenterState Bank The First to be onsite at Sunshine FFB to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to First Florida Bank’s business, during normal business hours and at the expense of FBMS or The First (not to include First Florida Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, FFB and its Subsidiary Subsidiaries shall take any actions CenterState FBMS may reasonably request (at its sole cost) in connection with negotiating any amendments, modifications or terminations of any material Leases or Sunshine FFB Material Contracts that CenterState FBMS may request, including, but not limited to, including actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState FBMS and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState FBMS in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to FFB’s or First Florida Bank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine FFB shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to suppliers of Sunshine FFB and its Subsidiaries for the purpose of facilitating the integration of Sunshine FFB and its business into that of CenterStateFBMS. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, FFB shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to customers of Sunshine FFB and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine FFB and its business into that of CenterStateFBMS. Any interaction between CenterState FBMS and SunshineFFB’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineFFB. Sunshine FFB shall have the right to participate in any discussions between CenterState FBMS and SunshineFFB’s customers and suppliers. (ed) CenterState FBMS and Sunshine FFB agree to take all action necessary and appropriate to cause Savings First Florida Bank to merge with CenterState Bank The First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior Each of Tenant and Landlord shall attempt in good faith to coordinate with one another its construction activities at the Effective Time, each of Sunshine and its Subsidiary shall take any action CenterState may reasonably request from time to time to better prepare Premises or the parties for the integration of the operations of Sunshine and its Subsidiary with CenterState and its SubsidiariesProject Area, respectively. Without limiting Tenant shall (i) cause any and all work which Tenant is required to or does perform on, under or adjacent to any portion of any street situated in whole or in part in the foregoing, senior officers of Sunshine and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its Subsidiary, and Sunshine shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine or its Subsidiary prior to the Effective Time. Sunshine shall permit representatives of CenterState Bank Project Area to be onsite at Sunshine performed in a manner which does not wrongfully obstruct or materially hinder ingress to facilitate integration or egress from any portion of operations and assist with any other coordination efforts as necessary. the Project Area, (bii) Prior to not cause, permit or suffer the Effective Time, Sunshine and its Subsidiary shall take any actions CenterState may reasonably request storage of construction materials or the placement of vehicles not then being operated in connection with negotiating construction activities on any amendments, modifications or terminations portion of any Leases such street, except as may be permitted by the Requirements, (iii) undertake its construction activities in accordance with normal New York City construction rules and (iv) promptly repair or, if required by Landlord, replace any portion of Landlord’s Civic Facilities damaged by the act or Sunshine Contracts that CenterState may requestomission of Tenant or any agent, includingcontractor or employee of Tenant, but not limited to, actions necessary to cause any such amendmentsrepair or replacement, modifications or terminations as the case may be, to become effective prior tobe performed by using materials identical to those used by Landlord, or immediately uponor, the Closingif Tenant, despite its reasonable efforts, is unable to procure such materials, using materials in quality and shall cooperate with CenterState appearance similar to those used by Landlord and use commercially reasonable efforts to negotiate specific provisions that may be requested approved by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterStateLandlord. In additionthe event Tenant shall have failed to promptly repair or replace such portion of Landlord’s Civic Facilities as hereinabove provided after notice by Landlord and subject to Unavoidable Delay, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine Landlord shall have the right to participate in any discussions between CenterState do so at Tenant’s expense and SunshineTenant shall, within ten (10) days after demand, reimburse Landlord for such costs and expenses incurred by Landlord. In the event Tenant shall fail to promptly comply with the provisions of subparagraph (ii) of this Section 11.08, Landlord shall have the right after ten (10) days’ notice to Tenant to remove such construction materials or vehicles at Tenant’s customers expense and suppliers. Tenant shall, within ten (e10) CenterState days after demand, reimburse Landlord for such costs and Sunshine agree expenses incurred by Landlord. At the request of Landlord, Tenant shall promptly enclose the Land with an 8-foot high chain-mesh fence (or such other appropriate construction fence as Tenant shall propose and Landlord shall approve, such approval not to take all action necessary and appropriate be unreasonably withheld) so as to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws and separate the terms Premises from the remainder of the Plan Project Area. During construction, Tenant shall maintain Tenant’s fence in good condition and shall have the right to temporarily remove and relocate the fence as may be required to permit construction access to the Premises or construction logistics, provided the fence shall at all times remain within the boundaries of Bank Merger immediately following the Effective Time or as promptly as practicable thereafterLand. Upon Substantial Completion of the Building, Tenant shall remove Tenant’s fence. Subject to the Requirements, Tenant shall have the right to remove Tenant’s fence at an earlier date if Tenant has commenced business operations.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, SWBS and its Subsidiary Subsidiaries shall take any action CenterState actions FBMS may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine SWBS and its Subsidiary Subsidiaries with CenterState FBMS and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine SWBS and CenterState FBMS shall meet from time to time as CenterState FBMS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine SWBS and its SubsidiarySubsidiaries, and Sunshine SWBS shall give due consideration to CenterStateFBMS’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState FBMS nor CenterState Bank The First shall under any circumstance be permitted to exercise control of Sunshine SWBS or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine SWBS shall permit representatives of CenterState Bank The First to be onsite at Sunshine SWBS to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior to the Effective Time, Sunshine subject to applicable Laws, SWBS and its Subsidiary Subsidiaries shall take any actions CenterState FBMS may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine SWBS Material Contracts that CenterState FBMS may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective immediately prior to, or immediately upon, the Closing, and shall cooperate with CenterState FBMS and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState FBMS in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine SWBS shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to suppliers of Sunshine SWBS and its Subsidiaries for the purpose of facilitating the integration of Sunshine SWBS and its business into that of CenterStateFBMS. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, SWB shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to customers of Sunshine SWB and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine SWB and its business into that of CenterStateFBMS. Any interaction between CenterState FBMS and SunshineSWBS’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineSWBS. Sunshine SWBS shall have the right to participate in any discussions between CenterState FBMS and SunshineSWBS’s customers and suppliers. (ed) CenterState FBMS and Sunshine SWBS agree to take all action necessary and appropriate to cause Savings First Community Bank to merge with CenterState Bank The First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, HTB and its Subsidiary Subsidiaries shall take any action CenterState actions BFC may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine HTB and its Subsidiary Subsidiaries with CenterState BFC and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine HTB and CenterState BFC shall meet from time to time as CenterState BFC may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine HTB and its SubsidiarySubsidiaries, and Sunshine HTB shall give due consideration to CenterStateBFC’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState BFC nor CenterState Bank First shall under any circumstance be permitted to exercise control of Sunshine HTB or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine HTB shall permit representatives of CenterState Bank First to be onsite at Sunshine HTB to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Hometown Bank’s business, during normal business hours and at the expense of BFC or Bank First (not to include Hometown Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, HTB and its Subsidiary Subsidiaries shall take any actions CenterState BFC may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine HTB Material Contracts that CenterState BFC may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState BFC and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState BFC in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to HTB’s or its Subsidiaries’ respective businesses) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine HTB shall, upon CenterStateBFC’s reasonable request, introduce CenterState BFC and its representatives to suppliers of Sunshine HTB and its Subsidiaries for the purpose of facilitating the integration of Sunshine HTB and its business into that of CenterStateBFC. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, HTB shall, upon CenterStateBFC’s reasonable request, introduce CenterState BFC and its representatives to customers of Sunshine HTB and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine HTB and its business into that of CenterStateBFC. Any interaction between CenterState BFC and SunshineHTB’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineHTB. Sunshine HTB shall have the right to participate in any discussions between CenterState BFC and SunshineHTB’s customers and suppliers. (ed) CenterState BFC and Sunshine HTB agree to take all action necessary and appropriate to cause Savings Hometown Bank to merge with CenterState Bank First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine Company and its Subsidiary Subsidiaries shall take any action CenterState Purchaser may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine Company and its Subsidiary Subsidiaries with CenterState Purchaser and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine Company and CenterState Purchaser shall meet from time to time as CenterState Purchaser may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine Company and its SubsidiarySubsidiaries, and Sunshine Company shall give due consideration to CenterStatePurchaser’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState Purchaser nor CenterState Purchaser Bank shall under any circumstance be permitted to exercise control of Sunshine Company or its Subsidiary Subsidiaries prior to the Effective Time. Sunshine Company shall permit representatives of CenterState Purchaser Bank to be onsite at Sunshine Company to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior to the Effective Time, Sunshine Company and its Subsidiary Subsidiaries shall take any actions CenterState Purchaser may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Company Contracts that CenterState Purchaser may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState Purchaser and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState Purchaser in connection with any such amendment, modification or termination. (c) CenterState Purchaser and Sunshine Company shall cooperate (i) to minimize any potential adverse impact to CenterState Purchaser under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState Purchaser and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) ), and Sunshine Company shall, upon CenterStatePurchaser’s reasonable request, introduce CenterState Purchaser and its representatives to suppliers of Sunshine Company and its Subsidiaries for the purpose of facilitating the integration of Sunshine Company and its business into that of CenterStatePurchaser. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine Company shall, upon CenterStatePurchaser’s reasonable request, introduce CenterState Purchaser and its representatives to customers of Sunshine Company and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine Company and its business into that of CenterStatePurchaser. Any interaction between CenterState Purchaser and SunshineCompany’s and any of its Subsidiary’s customers and suppliers shall be coordinated by SunshineCompany. Sunshine Company shall have the right to participate in any discussions between CenterState Purchaser and SunshineCompany’s customers and suppliers. (e) CenterState Purchaser and Sunshine Company agree to take all action necessary and appropriate to cause Savings Selling Bank to merge with CenterState Purchaser Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior The Parties covenant and agree that they shall not negotiate with the Energy Provider except in conjunction with the other Parties hereto, and that each Energy Service Agreement executed after the date hereof shall be substantially in identical form and of substantially identical effect. In general, the Parties agree that they will coordinate the exercise of the rights, duties and obligations under the Energy Service Agreements by relying on the Energy Services Liaison to the Effective Time, each of Sunshine and its Subsidiary shall take any action CenterState may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine and its Subsidiary with CenterState and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine and CenterState shall meet from time to time as CenterState may reasonably request, and extent set forth in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its Subsidiary, and Sunshine shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine or its Subsidiary prior to the Effective Time. Sunshine shall permit representatives of CenterState Bank to be onsite at Sunshine to facilitate integration of operations and assist with any other coordination efforts as necessaryArticle 5. (b) Prior to the Effective Time, Sunshine and its Subsidiary shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately uponIn particular, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination.Parties agree as follows: (c) CenterState and Sunshine shall cooperate (i) The Parties will cooperate and coordinate to minimize the extent practicable to provide the Energy Provider with, or assist in the development of, any potential adverse impact Exhibits to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) the Energy Service Agreements to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and be completed after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time ; (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providersii) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction Each of the conditions Parties shall have "first call" on Services produced by the Plant, as set forth in Section 6.01(a2.1(c) of the Energy Service Agreements; provided, however, that (A) a Party's demand for Services may equal but shall not exceed the Customer Energy Requirements as set forth in Exhibit B.2 to each Energy Service Agreement and (B) a Party's demand for Services shall not cause the Plant Energy Requirements as set forth in Exhibit B.1 of each Energy Service Agreement to be exceeded; (iii) A Party shall submit any "Additional Services Request" (as defined in the Energy Service Agreement) to the Management Committee at least seven (7) days prior to submitting such request to the Energy Provider. If the period for which the Additional Services are to be obtained exceeds thirty (30) days, the Management Committee must approve such request as provided in Section 3.5 hereof before the Party can submit it to the Energy Provider. If such Additional Services Request has not been rejected by the Management Committee within such seven (7) day period, it shall be deemed approved; (iv) The cost for Additional Services which increases the Contract Capacity Charges shall be borne in full by the requesting Party alone; (v) Bazaar shall not consent to the Energy Provider's entering into commitments to sell Additional Services to third parties; Aladdin shall do so only after giving Bazaar thirty (30) days written notice and subject to the provisions of Section 3.8 hereof; (vi) The Parties will work in concert to ensure that the provisions of Section 2.2 and Section 6.01(b)2.3 of each Energy Service Agreement are complied with and, Sunshine shallto the extent one or all of the Parties violates Section 2.2 or Section 2.3 thereof and the Party responsible cannot be positively identified, upon CenterState’s reasonable requestthe Parties agree to share equally in any costs arising under Section 2.2(c) and, introduce CenterState to the extent applicable, Section 2.3(c) thereof; provided, however, that Bazaar shall bear no responsibility for items related exclusively to the generation or distribution of hot water services to the extent Bazaar was not responsible for such costs; (vii) To the extent any of the Supplier Interconnection Equipment is damaged or destroyed by the action or inaction of a Party and its representatives to customers of Sunshine and its Subsidiary the Party responsible for the purpose of facilitating damage or destruction is ascertained by either the integration of Sunshine and its business into Energy Provider or the other Parties, that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers Party shall be coordinated by Sunshine. Sunshine shall have the right to participate pay all costs, as further described in any discussions between CenterState and Sunshine’s customers and suppliers. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.Section 3.1

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, LBC and its Subsidiary Subsidiaries shall take any action CenterState actions CBAN may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine LBC and its Subsidiary Subsidiaries with CenterState CBAN and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine LBC and CenterState CBAN shall meet from time to time as CenterState CBAN may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine LBC and its SubsidiarySubsidiaries, and Sunshine LBC shall give due consideration to CenterStateCBAN’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState CBAN nor CenterState Colony Bank shall under any circumstance be permitted to exercise control of Sunshine LBC or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine LBC shall permit representatives of CenterState Colony Bank to be onsite at Sunshine LBC to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Calumet Bank’s business, during normal business hours and at the expense of CBAN or Colony Bank (not to include Calumet Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, LBC and its Subsidiary Subsidiaries shall take any actions CenterState CBAN may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine LBC Material Contracts that CenterState CBAN may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState CBAN and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState CBAN in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to LBC’s or Calumet Bank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine LBC shall, upon CenterStateCBAN’s reasonable request, introduce CenterState CBAN and its representatives to suppliers of Sunshine LBC and its Subsidiaries for the purpose of facilitating the integration of Sunshine LBC and its business into that of CenterStateCBAN. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, LBC shall, upon CenterStateCBAN’s reasonable request, introduce CenterState CBAN and its representatives to customers of Sunshine LBC and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine LBC and its business into that of CenterStateCBAN. Any interaction between CenterState CBAN and SunshineLBC’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineLBC. Sunshine LBC shall have the right to participate in any discussions between CenterState CBAN and SunshineLBC’s customers and suppliers. (ed) CenterState CBAN and Sunshine LBC agree to take all action necessary and appropriate to cause Savings Calumet Bank to merge with CenterState Colony Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine Company and its Subsidiary Subsidiaries shall take any action CenterState actions Buyer may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine Company and its Subsidiary Company Bank with CenterState Buyer and its SubsidiariesBuyer Bank, respectively. Without limiting the foregoing, senior officers of Sunshine Company and CenterState Buyer shall meet from time to time as CenterState Buyer may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine Company and its SubsidiarySubsidiaries, and Sunshine Company shall give due consideration to CenterStateBuyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState Buyer nor CenterState Buyer Bank shall under any circumstance be permitted to exercise control of Sunshine Company or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine Company shall permit representatives of CenterState Buyer Bank to be onsite at Sunshine Company to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior Company shall, consistent with GAAP and regulatory accounting principles, use its commercially reasonable efforts to adjust, at Buyer’s reasonable request, internal control procedures which are consistent with Buyer’s and Buyer Bank’s current internal control procedures to allow Buyer to fulfill its reporting requirement under Section 404 of the Xxxxxxxx-Xxxxx Act, provided, however, that no such adjustments need be made prior to the satisfaction of the conditions set forth in Section 6.01(b). (c) Following the satisfaction of the conditions set forth in Sections 6.01(a) and prior to the Effective Time, Sunshine Company and its Subsidiary Subsidiaries shall take any actions CenterState Buyer may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Company Material Contracts that CenterState Buyer may request, including, including but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState Buyer and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState Buyer in connection with any such amendment, modification or termination. (cd) CenterState Buyer and Sunshine Company shall cooperate (i) to minimize any potential adverse impact to CenterState Buyer under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState Buyer and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (de) From Following the satisfaction of the conditions set forth in Sections 6.01(a) and after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after prior to the Effective Time (including by entering into customary confidentialityTime, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine Company shall, upon CenterStateBuyer’s reasonable request, introduce CenterState Buyer and its representatives to suppliers of Sunshine Company and its Subsidiaries for the purpose of facilitating the integration of Sunshine Company and its business into that of CenterStateBuyer. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine each party shall, upon CenterState’s the reasonable requestrequest of the other party, introduce CenterState the other party and its representatives to its customers and those of Sunshine and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine Company and its business into that of CenterStateBuyer. Any interaction between CenterState Buyer and Sunshine’s Company and any of its Subsidiary’s their Subsidiaries’ customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions parties and no discussions, meetings or communications between CenterState and Sunshinea party’s customers and supplierssuppliers shall occur without the presence of a representative of, or the prior written approval of, such party. (ef) CenterState Buyer and Sunshine Company agree to take all action necessary and appropriate to cause Savings Company Bank to merge with CenterState Buyer Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, SCB and its Subsidiary Subsidiaries shall take any action CenterState actions SMBK may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine SCB and its Subsidiary Subsidiaries with CenterState SMBK and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine SCB and CenterState SMBK shall meet from time to time as CenterState SMBK may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine SCB and its SubsidiarySubsidiaries, and Sunshine SCB shall give due consideration to CenterStateSMBK’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState SMBK nor CenterState Bank SmartBank shall under any circumstance be permitted to exercise control of Sunshine SCB or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine SCB shall permit representatives of CenterState Bank SmartBank to be onsite at Sunshine SCB and its Subsidiaries to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to normal business operations, during normal business hours and at the expense of SMBK or SmartBank (not to include SCB’s or its Subsidiaries’ regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, SCB and its Subsidiary Subsidiaries shall take any actions CenterState SMBK may reasonably request in connection with negotiating any amendments, modifications modifications, or terminations of any Leases or Sunshine SCB Material Contracts that CenterState SMBK may request, including, but not limited to, actions necessary to cause any such amendments, modifications modifications, or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState SMBK and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState SMBK in connection with any such amendment, modification modification, or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties Parties shall reasonably cooperate (provided that the Parties shall cooperate to reasonably minimize disruption to SCB’s or its Subsidiaries’ respective businesses) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure disclosure, and similar agreements with the other party and appropriate service providers) and Sunshine SCB shall, upon CenterStateSMBK’s reasonable request, introduce CenterState SMBK and its representatives to suppliers of Sunshine SCB and its Subsidiaries for the purpose of facilitating the integration of Sunshine SCB and its business into that of CenterStateSMBK. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, SCB shall, upon CenterStateSMBK’s reasonable request, introduce CenterState SMBK and its representatives to customers of Sunshine SCB and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine SCB and its business into that of CenterStateSMBK. Any interaction between CenterState SMBK and SunshineSCB’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineSCB. Sunshine SCB shall have the right to participate in any discussions between CenterState SMBK and SunshineSCB’s customers and suppliers. (ed) CenterState SMBK and Sunshine SCB agree to take all action necessary and appropriate to cause Savings Sxxxxx County Bank to merge with CenterState Bank SmartBank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine Parent and its Subsidiary Subsidiaries shall take any action CenterState actions Buyer may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine and its Subsidiary the Bank with CenterState and its Subsidiaries, respectivelyBuyer Bank. Without limiting the foregoing, senior officers of Sunshine Parent and CenterState Buyer shall meet from time to time as CenterState Buyer may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine the Bank and its SubsidiarySubsidiaries, and Sunshine Parent shall give due consideration to CenterStateBuyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState Buyer nor CenterState Buyer Bank shall under any circumstance be permitted to exercise control of Sunshine the Bank or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine Parent shall permit representatives of CenterState Buyer and Buyer Bank to be onsite at Sunshine the Bank to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Upon Buyer’s reasonable request, prior to the Effective Time and consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, Parent shall cause each of the Bank and its Subsidiaries to modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied, on a basis that is consistent with that of Buyer Bank. In order to promote a more efficient and orderly integration of operation of the Bank with Buyer Bank, from the date of execution of this Agreement and prior to the Effective Time, as more particularly set forth in and subject to the provisions of Section 5.01(q), Parent shall use commercially reasonable efforts to cause the Bank to sell or otherwise divest itself of such investment securities and loans as are reasonably identified by Buyer and agreed to in writing between Parent and Buyer from time to time prior to the Closing Date, such identification to include a statement as to Buyer’s business reasons for such divestitures. Notwithstanding the foregoing, no such modifications, changes or divestitures of the type described in this Section 5.18(b) need be made prior to the satisfaction of the conditions set forth in Section 7.01(a) and Section 7.01(b). (c) Parent shall use commercially reasonable efforts to cause the Bank, consistent with GAAP and regulatory accounting principles, to adjust, at Buyer’s reasonable request, internal control procedures which are consistent with Buyer’s and Buyer Bank’s current internal control procedures to allow Buyer to fulfill its reporting requirement under Section 404 of the Xxxxxxxx-Xxxxx Act, provided, however, that no such adjustments need be made prior to the satisfaction of the conditions set forth in Section 7.01(a) and Section 7.01(b). (d) Prior to the Effective Time, Sunshine Parent and its Subsidiary Subsidiaries shall take any actions CenterState Buyer may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Material Contracts that CenterState Buyer may request, including, including but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState Buyer and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState Buyer in connection with any such any amendment, modification or termination. (ce) CenterState Subject to Section 5.18(b), Buyer and Sunshine Parent shall cooperate (i) to minimize any potential adverse impact to CenterState Buyer under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState the Buyer and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws laws and regulationsregulations and (iii) to allow Buyer to obtain all information necessary for Buyer, in its reasonable discretion, to timely make all purchase accounting adjustments in accordance with GAAP. (df) From Parent shall use its commercially reasonable efforts to cause an employment agreement, in a form acceptable to Buyer, to be executed and after delivered by Xxxx XxXxxxxxxx at the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions between CenterState and Sunshine’s customers and suppliersClosing. (eg) CenterState Parent and Sunshine the Bank shall take all actions necessary and within their power to (i) cause all applicable Governmental Authorities to approve the Bank Dividend and (ii) authorize, declare and pay the Bank Dividend on the Closing Date. (h) Buyer and Parent agree to take all action necessary and appropriate to cause Savings the Bank to merge with CenterState Buyer Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following Agreement as of the Effective Time Time, or such later time, if any, as promptly as practicable thereafterdetermined by Buyer.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, PCB and its Subsidiary Subsidiaries shall take any action CenterState actions BFC may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine PCB and its Subsidiary Subsidiaries with CenterState BFC and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine PCB and CenterState BFC shall meet from time to time as CenterState BFC may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine PCB and its SubsidiarySubsidiaries, and Sunshine PCB shall give due consideration to CenterStateBFC’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState BFC nor CenterState Bank First shall under any circumstance be permitted to exercise control of Sunshine PCB or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine PCB shall permit representatives of CenterState Bank First to be onsite at Sunshine PCB to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Partnership Bank’s business, during normal business hours and at the expense of BFC or Bank First (not to include Partnership Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, PCB and its Subsidiary Subsidiaries shall take any actions CenterState BFC may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine PCB Material Contracts that CenterState BFC may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState BFC and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState BFC in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to PCB’s or Partnership Bank’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine PCB shall, upon CenterStateBFC’s reasonable request, introduce CenterState BFC and its representatives to suppliers of Sunshine PCB and its Subsidiaries for the purpose of facilitating the integration of Sunshine PCB and its business into that of CenterStateBFC. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, PCB shall, upon CenterStateBFC’s reasonable request, introduce CenterState BFC and its representatives to customers of Sunshine PCB and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine PCB and its business into that of CenterStateBFC. Any interaction between CenterState BFC and SunshinePCB’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshinePCB. Sunshine PCB shall have the right to participate in any discussions between CenterState BFC and SunshinePCB’s customers and suppliers. (ed) CenterState BFC and Sunshine PCB agree to take all action necessary and appropriate to cause Savings Partnership Bank to merge with CenterState Bank First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, DBI and its Subsidiary Subsidiaries shall take any action CenterState actions BFC may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine DBI and its Subsidiary Subsidiaries with CenterState BFC and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine DBI and CenterState BFC shall meet from time to time as CenterState BFC may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine DBI and its SubsidiarySubsidiaries, and Sunshine DBI shall give due consideration to CenterStateBFC’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState BFC nor CenterState Bank First shall under any circumstance be permitted to exercise control of Sunshine DBI or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine DBI shall permit representatives of CenterState Bank First to be onsite at Sunshine DBI to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Denmark State Bank’s business, during normal business hours and at the expense of BFC or Bank First (not to include Denmark State Bank’s regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, DBI and its Subsidiary Subsidiaries shall take any actions CenterState BFC may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine DBI Material Contracts that CenterState BFC may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState BFC and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState BFC in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to DBI’s or its Subsidiaries’ respective businesses) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine DBI shall, upon CenterStateBFC’s reasonable request, introduce CenterState BFC and its representatives to suppliers of Sunshine DBI and its Subsidiaries for the purpose of facilitating the integration of Sunshine DBI and its business into that of CenterStateBFC. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, DBI shall, upon CenterStateBFC’s reasonable request, introduce CenterState BFC and its representatives to customers of Sunshine DBI and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine DBI and its business into that of CenterStateBFC. Any interaction between CenterState BFC and SunshineDBI’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineDBI. Sunshine DBI shall have the right to participate in any discussions between CenterState BFC and SunshineDBI’s customers and suppliers. (ed) CenterState BFC and Sunshine DBI agree to take all action necessary and appropriate to cause Savings Denmark State Bank to merge with CenterState Bank First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, SSNF and its Subsidiary Subsidiaries shall take any action CenterState actions FBMS may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine SSNF and its Subsidiary Subsidiaries with CenterState FBMS and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine SSNF and CenterState FBMS shall meet from time to time as CenterState FBMS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine SSNF and its SubsidiarySubsidiaries, and Sunshine SSNF shall give due consideration to CenterState’s FBMS's input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState FBMS nor CenterState Bank The First shall under any circumstance be permitted to exercise control of Sunshine SSNF or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine SSNF shall permit representatives of CenterState Bank The First to be onsite at Sunshine SSNF to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Sunshine Bank's business, during normal business hours and at the expense of FBMS or The First (not to include Sunshine Bank's regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, SSNF and its Subsidiary Subsidiaries shall take any actions CenterState FBMS may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine SSNF Material Contracts that CenterState FBMS may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState FBMS and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState FBMS in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to SSNF's or Sunshine Bank's business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine SSNF shall, upon CenterState’s FBMS's reasonable request, introduce CenterState FBMS and its representatives to suppliers of Sunshine SSNF and its Subsidiaries for the purpose of facilitating the integration of Sunshine SSNF and its business into that of CenterStateFBMS. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, SSNF shall, upon CenterState’s FBMS's reasonable request, introduce CenterState FBMS and its representatives to customers of Sunshine SSNF and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine SSNF and its business into that of CenterStateFBMS. Any interaction between CenterState FBMS and Sunshine’s SSNF's and any of its Subsidiary’s Subsidiaries' customers and suppliers shall be coordinated by SunshineSSNF. Sunshine SSNF shall have the right to participate in any discussions between CenterState FBMS and Sunshine’s SSNF's customers and suppliers. (ed) CenterState FBMS and Sunshine SSNF agree to take all action necessary and appropriate to cause Savings Sunshine Bank to merge with CenterState Bank The First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine and its Subsidiary subject to applicable Laws, WTSB shall endeavor to take any action CenterState actions SPFI and City Bank may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine WTSB with SPFI and its Subsidiary with CenterState and its Subsidiaries, respectivelyCity Bank. Without limiting the foregoing, senior officers of Sunshine WTSB, SPFI and CenterState City Bank shall endeavor to meet from time to time as CenterState SPFI and City Bank may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its SubsidiaryWTSB, and Sunshine WTSB shall give due consideration to CenterStateSPFI’s and City Bank’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState SPFI nor CenterState City Bank shall under any circumstance be permitted to exercise control of Sunshine or its Subsidiary WTSB prior to the Effective Time. Sunshine WTSB shall permit representatives of CenterState SPFI and City Bank to be onsite at Sunshine WTSB to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to SPFI’s and City Bank’s business, during normal business hours, at the expense of SPFI or City Bank (not to include City Bank’s regular employee payroll), and with the furnishing of at least 48 hours prior notice. (b) Prior to the Effective Time, Sunshine and its Subsidiary shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize disruption to WTSB’s business) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine WTSB shall, upon CenterStateSPFI’s or City Bank’s reasonable request, introduce CenterState SPFI or City Bank and its representatives their respective representatives, as applicable, to suppliers of Sunshine and its Subsidiaries WTSB for the purpose of facilitating the integration of Sunshine WTSB and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) SPFI and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions between CenterState and Sunshine’s customers and suppliersCity Bank. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior The Authority Representative and the City Representatives shall work in good faith pursuant to the Effective Timeestablished guidelines and procedures set forth herein with respect to Design Review and coordination of Construction, each right-of-way acquisition and Rearrangement of Sunshine City Facilities pursuant to this Agreement in order to permit the timely design, construction and its Subsidiary shall take any action CenterState may reasonably request from time to time to better prepare the parties for the integration operation of the operations Project. The City Representative(s) shall attend the weekly coordination meetings to stay apprised of Sunshine the Project schedule and activities within the City. 2.2.1 Certain components of the Project construction may require interruption of some City services except for street lighting service unless the public area is completely closed to both vehicular and pedestrian traffic. The Authority shall schedule its Subsidiary with CenterState and its Subsidiariesconstruction activities to cause the least amount of disruption. As set forth herein, respectively. Without limiting the foregoingCity consents to schedule an interruption of service, senior officers of Sunshine and CenterState deemed necessary by Authority; however, Authority shall meet from time to time as CenterState may reasonably request, and provide prior notice in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its Subsidiary, and Sunshine shall give due consideration to CenterState’s input on such matters, accordance with the understanding thatSPP Notification Matrix before City services are interrupted. Authority will notify affected parties, notwithstanding any other provision contained including residents, businesses and the in this Agreementadvance of scheduled interruptions and will cooperate with City to minimize interruption of City service and resulting disruptions. Where the City determines that Temporary Facilities are reasonably necessary and appropriate and provides Authority with at least 14 Days prior written notice to provide the same, neither CenterState nor CenterState Bank Authority shall under any circumstance be permitted to exercise control of Sunshine or its Subsidiary prior to the Effective Time. Sunshine shall permit representatives of CenterState Bank to be onsite at Sunshine to facilitate integration of operations provide such Temporary Facilities; provided, however, that Authority deems such request reasonable and assist with any other coordination efforts as necessary. 2.2.2 City recognizes that time is of the essence for the Project, and that certain portions of the Project may involve Partial Design Submittals to facilitate early Construction of complete segments of a project prior to completion and approval of a completely integrated Final Design for the entire project. Each Partial Design Submittal will identify the particular segment by station reference and cross reference all adjoining segments to be submitted for the designated City Representative’s review and approval for early construction. The designated City Representative shall submit consolidated comments on Partial Design Submittals to Authority within 30 Days of receipt from Authority and shall identify any aspects of the identified segments that do not conform to applicable City Standards, based on the information provided; however, in the event the Partial Design Submittals are incomplete, the City has the right to reject said submission. The City shall notify the Authority at the earliest opportunity that said submittals are incomplete. Construction components identified by the City, which do not conform to City Standards, Requirements, or Ordinances shall not proceed to early construction. If the designated City Representative does not provide its consolidated comments within the specified 30 Day period, Authority may deem such Partial Design Submittal approved by City. The designated City Representative shall be responsible for consolidating all City-related comments from the applicable City departments and providing Authority one such set of its comments. 2.2.3 No more than six (b6) Prior Design submittals consisting of a reasonable number of sheets shall be scheduled for review and approval by the City at one time unless otherwise agreed upon. The determination of what constitutes a reasonable number of sheets will be agreed upon by the parties through their respective representatives in advance of each stage of design . Each Design submittal shall include AutoCAD design drawings, project specifications, supporting data, reports and such information as needed to advance to the Effective Time, Sunshine and its Subsidiary next stage of design. 2.2.4 The Parties recognize that City approval of Partial Design ubmittals might result in Design or Construction of City facilities that are non-conforming to applicable City Standards. Authority shall take any actions CenterState may reasonably request be responsible for correction of all such non-conforming Design and/or Construction so long as (i) they are requested by the City in connection with negotiating any amendments, modifications Final Design approval of an entire Facility in order to conform that Facility to applicable City Standards or terminations of any Leases or Sunshine Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) correction is necessary to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulationsprevent public health and/or safety risk. (d) From and after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions between CenterState and Sunshine’s customers and suppliers. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior Until the US NDA is fully transferred to Assignee, the parties agree that they shall oversee the management of all activities conducted under the Elan Agreement that are associated with the INDs, the NDA filings, and the US NDA and the transfer of same from the Assignor to the Assignee through a transition committee (“Transition Committee”). Unless otherwise mutually agreed in writing by the parties: a. The Transition Committee shall be composed of four (4) Elan representatives and four (4) representatives in total for the Assignee and Assignor, one of which must, in every instance, represent Assignee. b. The Transition Committee shall meet within fourteen (14) days of the Effective Time, each of Sunshine Date to discuss and its Subsidiary shall take any action CenterState may reasonably request from time to time to better prepare determine how the parties for shall interact with one another while the integration of Assignor continues to own and maintain the operations of Sunshine INDs, NDA filings and its Subsidiary with CenterState and its Subsidiaries, respectivelythe US NDA. Without limiting the foregoing, senior officers of Sunshine and CenterState shall meet from time to time as CenterState may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine and its Subsidiary, and Sunshine shall give due consideration to CenterState’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState nor CenterState Bank shall under any circumstance be permitted to exercise control of Sunshine or its Subsidiary prior to the Effective Time. Sunshine shall permit representatives of CenterState Bank Specific issues to be onsite at Sunshine to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior to the Effective Time, Sunshine and its Subsidiary shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may request, includingdiscussed include, but are not limited to, actions necessary to cause any such amendmentsthe transfer and return of Elan confidential information, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, how the parties shall coordinate and respond to FDA enquiries, the new COMPOUND qualification, on-going activities prior to process validation, the use of process validation batches, and PRODUCT launch activities; c. Thereafter, the Transition Committee shall meet as often as may be reasonably cooperate with necessary to resolve any management issues that may arise between the other in preparing parties while Assignor continues to own and be responsible for the prompt conversion or consolidation INDs, the NDA filings and the US NDA. The meetings may take place by telephone or, if necessary, in person; d. Transition Committee meetings shall be co-chaired by a representative from Elan and a representative from Assignee. All decisions made shall be mutually agreed by the Elan and Assignee, and Assignor shall be bound by such decisions. Any dispute that cannot be resolved by the Transition Committee shall be submitted for resolution to the President and Chief Operating Officer of systems Elan and business operations the Chief Executive Officer of Assignee. e. The Transition Committee shall be promptly after disbanded following the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction transfer of the conditions set forth in Section 6.01(a) and Section 6.01(b)INDs, Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions between CenterState and Sunshine’s customers and suppliers. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws NDA filings and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafterUS NDA to Assignee.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, PFG and its Subsidiary Subsidiaries shall take any action CenterState actions SMBK may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine PFG and its Subsidiary Subsidiaries with CenterState SMBK and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine PFG and CenterState SMBK shall meet from time to time as CenterState SMBK may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine PFG and its SubsidiarySubsidiaries, and Sunshine PFG shall give due consideration to CenterStateSMBK’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState SMBK nor CenterState Bank SmartBank shall under any circumstance be permitted to exercise control of Sunshine PFG or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine PFG shall permit representatives of CenterState Bank SmartBank to be onsite at Sunshine PFG and its Subsidiaries to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to normal business operations, during normal business hours and at the expense of SMBK or SmartBank (not to include PFG’s or its Subsidiaries’ regular employee payroll). (b) Prior to the Effective Time, Sunshine subject to applicable Laws, PFG and its Subsidiary Subsidiaries shall take any actions CenterState SMBK may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine PFG Material Contracts that CenterState SMBK may request, including, but not limited to, actions necessary to cause any such amendments, modifications modifications, or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState SMBK and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState SMBK in connection with any such amendment, modification modification, or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties Parties shall reasonably cooperate (provided that the Parties shall cooperate to reasonably minimize disruption to PFG’s or its Subsidiaries’ respective businesses) with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure disclosure, and similar agreements with the other party and appropriate service providers) and Sunshine PFG shall, upon CenterStateSMBK’s reasonable request, introduce CenterState SMBK and its representatives to suppliers of Sunshine PFG and its Subsidiaries for the purpose of facilitating the integration of Sunshine PFG and its business into that of CenterStateSMBK. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, PFG shall, upon CenterStateSMBK’s reasonable request, introduce CenterState SMBK and its representatives to customers of Sunshine PFG and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine PFG and its business into that of CenterStateSMBK. Any interaction between CenterState SMBK and SunshinePFG’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshinePFG. Sunshine PFG shall have the right to participate in any discussions between CenterState SMBK and SunshinePFG’s customers and suppliers. (ed) CenterState SMBK and Sunshine PFG agree to take all action necessary and appropriate to cause Savings Progressive Bank to merge with CenterState Bank SmartBank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine Parent and its Subsidiary Subsidiaries shall use commercially reasonable efforts to take any action CenterState actions Buyer may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine the Bank with Buyer Bank, including without limitation the preparation and its Subsidiary filing of all documentation that is necessary or desirable to obtain all permits, consents, approvals and authorizations of third parties or Governmental Authorities to close and/or consolidate any Buyer Bank or Bank branches or facilities. Buyer shall reimburse the Bank for any out-of-pocket costs or expenses associated with CenterState and its Subsidiaries, respectivelymeeting any such requests. Without limiting the foregoing, senior officers of Sunshine Parent or the Bank and CenterState Buyer shall meet from time to time as CenterState Buyer may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine the Bank and its SubsidiarySubsidiaries, and Sunshine Parent shall give due consideration to CenterStateBuyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState Buyer nor CenterState Buyer Bank shall under any circumstance be permitted to exercise control of Sunshine the Bank or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine The Bank shall permit representatives of CenterState Buyer and Buyer Bank to be onsite at Sunshine the Bank to facilitate integration of operations and assist with any other coordination efforts as necessary, provided such representatives shall be under the supervision of the Bank’s personnel while onsite and such efforts shall be conducted in such a manner as not to interfere with the normal operations of the Bank. (b) Upon Buyer’s reasonable request, prior to the Effective Time and consistent with GAAP and applicable banking laws and regulations, Parent shall cause each of the Bank and its Subsidiaries to modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied, on a basis that is consistent with that of Buyer Bank. In order to promote a more efficient and orderly integration of operation of the Bank with Buyer Bank, from the date of execution of this Agreement and prior to the Effective Time, as more particularly set forth in and subject to the provisions of Section 5.01(q), Parent shall use commercially reasonable efforts to cause the Bank to sell or otherwise divest itself of such investment securities and loans as are reasonably identified by Buyer and agreed to in writing between Parent and Buyer from time to time prior to the Closing Date, such identification to include a statement as to Buyer’s business reasons for such divestitures. Notwithstanding the foregoing, no such modifications, changes or divestitures of the type described in this Section 5.17(b) need be made prior to the satisfaction of the conditions set forth in Section 7.01(a). (c) Parent shall use commercially reasonable efforts to cause the Bank, consistent with GAAP and regulatory accounting principles, to adjust, at Buyer’s reasonable request, internal control procedures which are consistent with Buyer’s and Buyer Bank’s current internal control procedures to allow Buyer to fulfill its reporting requirement under Section 404 of the Xxxxxxxx-Xxxxx Act, provided, however, that no such adjustments need be made prior to the satisfaction of the conditions set forth in Section 7.01(a). (d) No accrual or reserve or change in policy or procedure made by the Bank or any of its Subsidiaries pursuant to this Section 5.17 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustment shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of Parent or its management with any such adjustments. (e) Prior to the Effective Time, Sunshine Parent and its Subsidiary Subsidiaries shall take any actions CenterState Buyer may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may requestMaterial Contracts, including, including but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState Buyer and use commercially reasonable efforts to negotiate specific provisions that may be reasonably requested by CenterState Buyer in connection with any such any amendment, modification or termination. (cf) CenterState Subject to Section 5.17(b), Buyer and Sunshine Parent shall cooperate (i) to minimize any potential adverse impact to CenterState Buyer under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits allow Buyer to CenterState obtain all information necessary for Buyer, in its reasonable discretion, to timely make all purchase accounting adjustments in accordance with GAAP. (g) Parent and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by Bank shall take all actions necessary and within their power to (i) cause all applicable Governmental Authorities to approve the Bank Dividend and (ii) if necessary pursuant to the terms of this Agreement, in each case consistent with GAAPto authorize, declare and pay the rules and regulations of Bank Dividend on the SEC and applicable banking Laws and regulationsClosing Date. (dh) From Buyer and after the date hereof, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and any of its Subsidiary’s customers and suppliers shall be coordinated by Sunshine. Sunshine shall have the right to participate in any discussions between CenterState and Sunshine’s customers and suppliers. (e) CenterState and Sunshine Bank agree to take all action necessary and appropriate to cause Savings the Bank to merge with CenterState Buyer Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger Agreement immediately following the Effective Time Time, or such later time, if any, as promptly as practicable thereafterdetermined by Buyer.

Coordination. (a) Prior to the Effective Time, each of Sunshine FFKY and its Subsidiary Subsidiaries shall take any action CenterState actions CBIN may reasonably request from time to time to better prepare the parties Parties for the integration of the operations of Sunshine and its Subsidiary FFB with CenterState and its Subsidiaries, respectivelyYCB. Without limiting the foregoing, senior officers of Sunshine FFKY and CenterState CBIN shall meet from time to time as CenterState CBIN may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine FFKY and its SubsidiarySubsidiaries, and Sunshine FFKY shall give due consideration to CenterStateCBIN’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState CBIN nor CenterState Bank YCB shall under any circumstance be permitted permitted, directly or indirectly, to exercise control of Sunshine FFKY or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine Upon CBIN’s reasonable request, FFKY shall permit representatives of CenterState Bank YCB to be onsite at Sunshine FFB during FFB’s normal business hours (or as otherwise agreed to by FFKY) to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior Upon CBIN’s reasonable request, prior to the Effective Time, Sunshine Time and its Subsidiary shall take any actions CenterState may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or Sunshine Contracts that CenterState may request, including, but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to, or immediately upon, the Closing, and shall cooperate with CenterState and use commercially reasonable efforts to negotiate specific provisions that may be requested by CenterState in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws laws and regulations, each of FFKY and its Subsidiaries shall modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of CBIN. In order to promote a more efficient and orderly integration of operation of FFB with YCB, from the date of execution of this Agreement and prior to the Effective Time, FFKY shall use commercially reasonable efforts to cause FFB to sell or otherwise divest itself of such investment securities and loans as are identified by CBIN and agreed to in writing between FFKY and CBIN from time to time prior to the Closing Date, such identification to include a statement as to CBIN’s business reasons for such divestitures. (c) FFKY shall, consistent with GAAP and regulatory accounting principles, use its commercially reasonable efforts to implement at CBIN’s request internal control procedures which are consistent with CBIN’s and YCB’s current internal control procedures to allow CBIN to fulfill its reporting requirement under Section 404 of the Sxxxxxxx-Xxxxx Act. (d) From and after the date hereof, the parties shall reasonably cooperate with the other No accrual or reserve or change in preparing for the prompt conversion policy or consolidation of systems and business operations promptly after the Effective Time (including procedure made by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to suppliers of Sunshine and its Subsidiaries for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine shall, upon CenterState’s reasonable request, introduce CenterState and its representatives to customers of Sunshine and its Subsidiary for the purpose of facilitating the integration of Sunshine and its business into that of CenterState. Any interaction between CenterState and Sunshine’s and FFKY or any of its Subsidiary’s customers and suppliers Subsidiaries pursuant to this Section 8.19 shall constitute or be coordinated by Sunshine. Sunshine deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have the right occurred. The recording of any such adjustment shall not be deemed to participate in imply any discussions between CenterState misstatement of previously furnished financial statements or information and Sunshine’s customers and suppliersshall not be construed as concurrence of FFKY or its management with any such adjustments. (e) CenterState and Sunshine agree to take all action necessary and appropriate to cause Savings Bank to merge with CenterState Bank in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Coordination. (a) Prior to the Effective Time, each of Sunshine subject to applicable Laws, BBI and its Subsidiary Subsidiaries shall take any action CenterState actions FBMS may reasonably request from time to time to better prepare the parties for the integration of the operations of Sunshine BBI and its Subsidiary Subsidiaries with CenterState FBMS and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of Sunshine BBI and CenterState FBMS shall meet from time to time as CenterState FBMS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of Sunshine BBI and its SubsidiarySubsidiaries, and Sunshine BBI shall give due consideration to CenterStateFBMS’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither CenterState FBMS nor CenterState Bank The First shall under any circumstance be permitted to exercise control of Sunshine BBI or any of its Subsidiary Subsidiaries prior to the Effective Time. Sunshine BBI shall permit representatives of CenterState Bank The First to be onsite at Sunshine BBI to facilitate integration of operations and assist with any other coordination efforts as necessary. (b) Prior to the Effective Time, Sunshine subject to applicable Laws, BBI and its Subsidiary Subsidiaries shall take any actions CenterState FBMS may reasonably request in connection with negotiating any amendments, modifications or terminations of any material Leases or Sunshine BBI Material Contracts that CenterState FBMS may reasonably request, including, but not limited to, including actions necessary to cause any such amendments, modifications or terminations to become effective prior toto (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with CenterState FBMS and will use its commercially reasonable efforts to negotiate specific provisions that may be reasonably requested by CenterState FBMS in connection with any such amendment, modification or termination. (c) CenterState and Sunshine shall cooperate (i) to minimize any potential adverse impact to CenterState under Financial Accounting Standards Board Accounting Standards Codification Topic 805 (Business Combinations), and (ii) to maximize potential benefits to CenterState and its Subsidiaries under Code Section 382 in connection with the transactions contemplated by this Agreement, in each case consistent with GAAP, the rules and regulations of the SEC and applicable banking Laws and regulations. (d) From and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate with the other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and Sunshine BBI shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to suppliers of Sunshine BBI and its Subsidiaries for the purpose of facilitating the integration of Sunshine BBI and its business into that of CenterStateFBMS. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), Sunshine subject to applicable Laws, BBI shall, upon CenterStateFBMS’s reasonable request, introduce CenterState FBMS and its representatives to customers of Sunshine BBI and its Subsidiary Subsidiaries for the purpose of facilitating the integration of Sunshine BBI and its business into that of CenterStateFBMS. Any interaction between CenterState FBMS and SunshineBBI’s and any of its Subsidiary’s Subsidiaries’ customers and suppliers shall be coordinated by SunshineBBI. Sunshine BBI shall have the right to participate in any discussions between CenterState FBMS and SunshineBBI’s customers and suppliers. (ed) CenterState FBMS and Sunshine BBI agree to take all action necessary and appropriate to cause Savings Beach Bank to merge with CenterState Bank The First in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.