Common use of Delivery of Merger Consideration Clause in Contracts

Delivery of Merger Consideration. (a) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of CenterState Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicable.

Delivery of Merger Consideration. (a) As soon as practicable, but in no event later than fifteen business days, after the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates a letter of transmittal in customary form as reasonably agreed by the parties (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of Fifth Third Common Stock and any cash in lieu of fractional shares into which the shares of First National Bankshares Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon proper surrender to the Exchange Agent of its Certificate(s) a Certificate or Book-Entry Share(s)Certificates for exchange and cancellation, accompanied by a together with such properly completed Letter and duly executed letter of Transmittaltransmittal, a Holder will the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) book-entry shares a certificate representing that number of whole shares of CenterState Fifth Third Common Stock to which such Holder holder of First National Bankshares Common Stock shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) the provisions of Article I and (ii) cash in an a check representing the sum of the amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) of any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to Section 2.04the provisions of this Article II, and (C) any dividends the Certificate or distributions to which such Holder Certificates so surrendered shall have become entitled pursuant to Section 2.08(b)forthwith be cancelled. CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableCertificates. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in declared after the Effective Time with respect of the CenterState to Fifth Third Common Stock shall be paid to any the holder of any unsurrendered Certificate or Book-Entry Share until the holder thereof shall surrender such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to After the effect of applicable Laws, following surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time distributions, without any interest thereon, which theretofore had become payable with respect to such whole shares of CenterState Fifth Third Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to represented by such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrenderCertificate. (c) CenterState If any certificate representing shares of Fifth Third Common Stock is to be issued in a name other than that in which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Certificate or Certificates so surrendered shall be properly endorsed (through or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Fifth Third Common Stock in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no transfers on the stock transfer books of First National Bankshares of the shares of First National Bankshares Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing such shares are presented for transfer to the Exchange Agent, if applicablethey shall be cancelled and exchanged for certificates representing shares of Fifth Third Common Stock and Cash Consideration as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Fifth Third Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Fifth Third Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Fifth Third. In lieu of the issuance of any such fractional share, Fifth Third shall pay to each former shareholder of First National Bankshares who otherwise would be entitled to deduct receive such fractional share an amount in cash determined by multiplying (i) the average of the closing-sale prices of Fifth Third Common Stock on the securities market or stock exchange in which the Fifth Third Common Stock principally trades, as reported by The Wall Street Journal for the ten consecutive trading days ending on the fifth trading day immediately preceding the date of the Effective Time by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Fifth Third Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4. (f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of First National Bankshares as of the first anniversary of the Effective Time shall be paid to Fifth Third. Any former shareholders of First National Bankshares who have not theretofore complied with this Article II shall thereafter look only to Fifth Third for payment of the shares of Fifth Third Common Stock and withhold from cash in lieu of any amounts otherwise payable fractional shares and any unpaid dividends and distributions on the Fifth Third Common Stock deliverable in respect of each share of First National Bankshares Common Stock such shareholder holds as determined pursuant to this Agreement Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of First National Bankshares, Fifth Third, the Exchange Agent or any other person shall be liable to any Holder former holder of shares of First National Bankshares Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such amounts Certificate to be lost, stolen or destroyed and, if reasonably required by Fifth Third, the posting by such person of a bond in such amount as CenterState Fifth Third may determine is required reasonably necessary as indemnity against any claim that may be made against it with respect to deduct such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Fifth Third Common Stock and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes any cash in lieu of this Agreement as having been paid to the Holder fractional shares deliverable in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicablethereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (CB) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter NCC Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter NCC Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter NCC Common Stock that is not registered in the stock transfer records of CharterNCC, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter NCC Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of CenterState Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicable.

Delivery of Merger Consideration. (a) As soon as practicable, but in no event later than five (5) business days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of one or more Certificates or Uncertificated Shares a letter of transmittal (“Letter of Transmittal”) in customary form as reasonably agreed by the parties hereto (which shall specify that delivery shall be effected, and risk of loss of and title shall pass, only upon delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or the transfer of the Uncertificated Shares in exchange for the Merger Consideration. Upon proper surrender of a Certificate or Certificates to the Exchange Agent of its Certificate(s) or Book-Entry Share(s)for exchange and cancellation, accompanied by a together with such properly completed Letter of TransmittalTransmittal or upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a Holder will book entry transfer of Uncertificated Shares, the holder of such Certificate or Certificates or Uncertificated Shares, as applicable, shall be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing the Merger Consideration that number such holder of whole shares of CenterState Common Stock to which such Holder the Certificates or Uncertificated Shares shall have become entitled pursuant to Section 2.01(c) (excluding the provisions of Article I, including cash in lieu of any fractional share) shares in accordance with the provisions of Section 2.2(e); and (ii) cash in an a check representing the amount equal of any dividends or distributions that such holder is entitled to (A) the Cash Consideration to which such Holder shall have become entitled receive pursuant to Section 2.01(c2.2(b), (B) and the Certificate or Certificates so surrendered or the Uncertificated Share or Uncertificated Shares transferred shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, including on any cash payable in lieu of fractional shares shares, or on any unpaid dividends and distributions payable to holders of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableUncertificated Shares. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in declared with respect of the CenterState to Parent Common Stock shall be paid to any the holder of any unsurrendered Certificate or Book-Entry untransferred Uncertificated Share with respect to the shares of Parent Common Stock represented thereby until the holder thereof shall surrender such Certificate or Book-Entry transfer such Uncertificated Share is surrendered for exchange in accordance with this Article II. Subject After the surrender of a Certificate or transfer of an Uncertificated Share in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the effect whole shares of applicable Laws, following surrender Parent Common Stock which the shares of any Target Common Stock represented by such Certificate or Book-Entry ShareUncertificated Share have been converted into the right to receive. (c) If any certificate representing shares of Parent Common Stock is to be issued in a name other than that in which the Certificate or Certificates surrendered or the Uncertificated Share or Uncertificated Shares transferred in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer or such Uncertificated Share or Uncertificated Shares shall be properly transferred, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificate or Certificates surrendered or Uncertificated Share or Uncertificated Shares transferred, or required for any other reason, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no transfers on the stock transfer books of Target of the shares of Target Common Stock that were issued and/or paid and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any dividends or distributions that such holder is entitled to receive pursuant to Section 2.2(b). (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or transfer of Uncertificated Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the certificates representing whole shares issuance of CenterState Common Stock issued any such fractional share, Parent shall pay to each former shareholder of Target who otherwise would be entitled to receive such fractional share an amount in exchange therefor, without interest, cash (rounded to the nearest cent) determined by multiplying (i) at the time average of the closing prices of Parent Common Stock on the Nasdaq Global Select Market (“Nasdaq”), or such surrenderother securities market or stock exchange on which the Parent Common Stock then principally trades, for the dividends or other distributions with ten (10) trading days ending on the trading day immediately preceding the Closing Date (the “Parent Share Closing Price”) by (ii) the fraction of a record date after share (rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4. (f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Target as of the first anniversary of the Effective Time shall be delivered to Parent. Any former shareholders of Target who have not theretofore complied with this Article II shall thereafter look only to Parent for payment of the Merger Consideration and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Target Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Target, its Subsidiaries, Parent, Parent Bank, the Exchange Agent or any other person shall be liable to any former holder of shares of Target Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent, or if the Merger Consideration payable with respect to such whole Certificate has been returned to Parent pursuant to Section 2.2(f), Parent, will issue the Merger Consideration and any unpaid dividends and distributions in exchange for such lost, stolen or destroyed Certificate. (h) The payment of any transfer, documentary, sales, use, stamp, registration, value added and other Taxes and fees (including any penalties and interest) incurred solely by a holder of shares of CenterState Target Common Stock in connection with the Merger or the other transactions contemplated by this Agreement, and not paid the filing of any related Tax returns and (ii) at the appropriate payment date, the dividends or other distributions payable documentation with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange AgentTaxes and fees, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder the sole responsibility of such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicableholder.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than seven days following the Effective Time, WSFS shall cause the Exchange Agent to mail to each Holder of a Certificate or Book-Entry Share notice advising such Holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon (ai) Upon surrender with respect to shares evidenced by Certificates, proper delivery of the Certificates and the transmittal materials, duly, completely and validly executed in accordance with the instructions thereto, to the Exchange Agent (and such other documents as the Exchange Agent may reasonably request) and (ii) with respect to Book-Entry Shares, proper delivery of its Certificate(san “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence (if any) of the transfer as the Exchange Agent may reasonably request). Upon proper surrender of a Certificate or Book-Entry Share(s)Shares for exchange and cancellation to the Exchange Agent, accompanied by a properly together with the appropriate transmittal materials, duly completed Letter and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Holder of Transmittal, a Holder will such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, as applicable, therefor (ix) the Merger Consideration in non-certificated book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) form and (iiy) cash in an a check representing the amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) of any cash in lieu of fractional shares of CenterState Common Stock (which such Holder shall have become entitled has the right to receive pursuant to Section 2.04, 2.4) and (C) any dividends or distributions which the Holder thereof has the right to receive pursuant to Section 3.1(d), in each case which such Holder shall have become entitled has the right to receive in respect of the Certificate or Book-Entry Share surrendered pursuant to Section 2.08(b)the provisions of this ARTICLE 3, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. CenterState shall direct No interest will be paid or accrued for the Exchange Agent to provide to each such Holder benefit of Charter Common Stock (x) Holders on the applicable Merger Consideration, (y) Consideration or any cash in lieu of fractional shares payable upon the surrender of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableShares. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of CenterState Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicable.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than seven days following the Effective Time, WSFS shall cause the Exchange Agent to mail to each Holder of a Certificate or Book-Entry Share notice advising such Holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon (ai) Upon surrender with respect to shares evidenced by Certificates, proper delivery of the Certificates and the transmittal materials, duly, completely and validly executed in accordance with the instructions thereto, to the Exchange Agent (and such other documents as the Exchange Agent may reasonably request) and (ii) with respect to Book-Entry Shares, proper delivery of its Certificate(san “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence (if any) of the transfer as the Exchange Agent may reasonably request). Upon proper surrender of a Certificate or Book-Entry Share(s)Shares for exchange and cancellation to the Exchange Agent, accompanied by a properly together with the appropriate transmittal materials, duly completed Letter and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Holder of Transmittal, a Holder will such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, as applicable, therefor (i) the Stock Consideration in non-certificated book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) form and (ii) cash in an a check representing the amount equal to of (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c)Consideration, (B) any cash in lieu of fractional shares of CenterState Common Stock (which such Holder shall have become entitled has the right to receive pursuant to Section 2.04, 2.5) and (C) any dividends or distributions which the Holder thereof has the right to receive pursuant to Section 3.1(d), in each case which such Holder shall have become entitled has the right to receive in respect of the Certificate or Book-Entry Share surrendered pursuant to Section 2.08(b)the provisions of this ARTICLE 3, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. CenterState shall direct No interest will be paid or accrued for the Exchange Agent to provide to each such Holder benefit of Charter Common Stock (x) Holders on the applicable Merger Consideration, (y) Consideration or any cash in lieu of fractional shares payable upon the surrender of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableShares. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of CenterState Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicable.

Delivery of Merger Consideration. (a) Upon As promptly as practicable following the Effective Time and in any event not later than the second Business Day thereafter, the Acquiror shall cause the Exchange Agent to mail to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented an outstanding share of Company Common Stock (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate or Book-Entry Share shall pass only upon proper delivery of the Certificate (or an affidavit of loss in lieu thereof) or the surrender of such Book-Entry Share to the Exchange Agent (which shall be deemed to have been effected upon the delivery of its Certificate(sa customary “agent’s message” with respect to such Book-Entry Share or such other reasonable evidence, if any, of such surrender as the Exchange Agent may reasonably request), as applicable, which shall be in the form and have such other provisions as the Acquiror and the Company may reasonably specify (such letter of transmittal, the “Letter of Transmittal”), and (ii) instructions (which instructions shall be in the form and have such other provisions as the Acquiror and the Company may reasonably specify) for use in effecting the surrender of Certificates (or affidavits of loss in lieu thereof) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will be entitled to receive Shares in exchange therefor, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to for (A) the Cash Consideration number of shares of Acquiror Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to which receive in respect of such Holder shall have become entitled Certificates or Book-Entry Shares pursuant to Section 2.01(c1.5(c), (B) any dividends or other distributions payable pursuant to Section 2.2(c) and (C) any cash in lieu of fractional shares of CenterState Acquiror Common Stock which such Holder shall have become entitled payable pursuant to Section 2.041.5(f). (b) Upon surrender to the Exchange Agent of shares of Company Common Stock that (i) are represented by Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu thereof) together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, or (Cii) are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Exchange Agent may reasonably request), in each case, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Acquiror shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) the number of shares of Acquiror Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificates or Book-Entry Shares pursuant to Section 1.5(c), (B) any dividends or other distributions to which such Holder shall have become entitled payable pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock 2.2(c) and (x) the applicable Merger Consideration, (yC) any cash in lieu of fractional shares of CenterState Acquiror Common Stock payable pursuant to Section 2.041.5(f), and the Certificates (zor affidavits of loss in lieu thereof) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which Book-Entry Shares so surrendered shall be no later than five forthwith canceled. The Exchange Agent shall accept such Certificates (5or affidavits of loss in lieu thereof) Business Days or Book-Entry Shares upon receipt compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of a Holder’s holders of Certificates or Book-Entry Shares and a completed Letter on any cash payable upon the surrender of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableShares. (bc) All shares Subject to applicable Law, following surrender of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as Certificates (or affidavits of the Effective Time and if ever a dividend or other distribution is declared by CenterState loss in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate lieu thereof) or Book-Entry Share until such Certificate or Book-Entry Share is surrendered Shares for exchange in accordance with this Article II. Subject cancellation to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry ShareExchange Agent, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Acquiror Common Stock issued in exchange thereforfor such Certificates or Book-Entry Shares, without interest, (i) at the time of delivery of such surrenderAcquiror Common Stock by the Exchange Agent pursuant to Section 2.2(b), the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of CenterState Acquiror Common Stock and not paid and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with prior to such delivery of such shares of Acquiror Common Stock by the Exchange Agent pursuant to Section 2.2(b), and a payment date subsequent to surrendersuch delivery of such shares of Acquiror Common Stock by the Exchange Agent pursuant to Section 2.2(b), payable with respect to such shares of Acquiror Common Stock. (cd) CenterState In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the appropriate amount of Merger Consideration (through and any dividends or other distributions with respect to Acquiror Common Stock as contemplated by Section 2.2(c)) may be made to a Person other than the Exchange AgentPerson in whose name the Certificate or Book-Entry Share so surrendered is registered, only if applicable) such Certificate or Book-Entry Share shall be entitled properly transferred and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder a Person other than the registered holder of such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted Certificate or Book-Entry Share or establish to the appropriate Governmental Authority and upon satisfaction of the Acquiror that such remittance shall be treated for all purposes of this Agreement as having Tax has been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as is not applicable.

Delivery of Merger Consideration. (a) Upon surrender As promptly as practicable following the Effective Time and in any event not later than the second Business Day thereafter, the Acquiror shall cause the Exchange Agent to mail to each holder of record of a Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Book-Entry Shares shall pass, only upon proper delivery of the Book-Entry Shares to the Exchange Agent and which shall be in the form and have such other provisions as the Acquiror and the Company may reasonably specify (such letter of its Certificate(s) or Book-Entry Share(s)transmittal, accompanied by a properly completed the “Letter of Transmittal, a Holder will be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share”) and (ii) cash instructions (which instructions shall be in an amount equal to the form and have such other provisions as the Acquiror and the Company may reasonably specify) for use in effecting the surrender of the Book-Entry Shares in exchange for (A) the Cash Consideration number of shares of Acquiror Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to which receive in respect of such Holder shall have become entitled Book-Entry Shares pursuant to Section 2.01(c1.5(c), (B) any dividends or other distributions payable pursuant to Section 2.2(c) and (C) any cash in lieu of fractional shares of CenterState Acquiror Common Stock which such Holder shall have become entitled payable pursuant to Section 2.041.5(f). (b) Upon surrender of a Book-Entry Share for cancellation to the Exchange Agent, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Book-Entry Share shall be entitled to receive in exchange therefor, and the Acquiror shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, but in any event within two (C2) Business Days following the Exchange Agent’s receipt of such Book-Entry Share, such duly completed and validly executed Letter of Transmittal and such other documents, (A) the number of shares of Acquiror Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 1.5(c), (B) any dividends or other distributions to which such Holder shall have become entitled payable pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock 2.2(c) and (x) the applicable Merger Consideration, (yC) any cash in lieu of fractional shares of CenterState Acquiror Common Stock payable pursuant to Section 2.041.5(f), and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which the Book-Entry Share so surrendered shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or forthwith canceled. The Exchange Agent shall accept such Book-Entry Shares upon compliance with such reasonable terms and a completed Letter of Transmittal. The conditions as the Exchange Agent and CenterState, as may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the case may be, shall not be obligated to deliver cash and/or shares benefit of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result holders of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing on any cash payable upon the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount surrender of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableBook-Entry Shares. (bc) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable LawsLaw, following surrender of any such Certificate or a Book-Entry ShareShares for cancellation to the Exchange Agent, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Acquiror Common Stock issued in exchange thereforfor such Book-Entry Shares, without interest, (i) at the time of delivery of such surrenderAcquiror Common Stock by the Exchange Agent pursuant to Section 2.2(b), the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of CenterState Acquiror Common Stock and not paid and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with prior to such delivery of such shares of Acquiror Common Stock by the Exchange Agent pursuant to Section 2.2(b), and a payment date subsequent to surrendersuch delivery of such shares of Acquiror Common Stock by the Exchange Agent pursuant to Section 2.2(b), payable with respect to such shares of Acquiror Common Stock. (cd) CenterState In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the appropriate amount of Merger Consideration (through and any dividends or other distributions with respect to Acquiror Common Stock as contemplated by Section 2.2(c)) may be made to a Person other than the Exchange AgentPerson in whose name the Book-Entry Share so surrendered is registered, only if applicable) such Book-Entry Share shall be entitled properly transferred and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder a Person other than the registered holder of such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted Book-Entry Share or establish to the appropriate Governmental Authority and upon satisfaction of the Acquiror that such remittance shall be treated for all purposes of this Agreement as having Tax has been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as is not applicable.

Delivery of Merger Consideration. (a) Upon surrender Each holder of record of CSL III Common Shares (other than the Cancelled Shares) in book-entry form that were converted into the right to receive the Exchange Agent of its Certificate(sMerger Consideration pursuant to Section 1.5(c) or Book-Entry Share(sand any dividends and other distributions pursuant to Section 2.4(b), accompanied by a properly completed Letter of Transmittalshall, a Holder will promptly after the Effective Time, be entitled to receive in exchange therefor, as applicable, the Merger Consideration and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(b). (i) book-entry shares representing that As promptly as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter), CSL shall cause the Paying and Exchange Agent to mail to each holder of record of a CSL III Common Share as of such time (i) a notice advising such holders of the effectiveness of the Mergers, (ii) a statement reflecting the number of whole shares of CenterState CSL Common Stock to which Stock, if any, that such Holder shall have become entitled holder received pursuant to Section 2.01(c) (excluding any fractional share) Article I in the name of such record holder and (iiiii) cash a check in an the amount equal (after giving effect to (Aany required Tax withholdings as provided in Section 2.8) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) of any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and shares. (Cii) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result Payment of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in Consideration payable pursuant to this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may shall only be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor made to a Person other than the Person in whose name such CSL III Common Shares in book-entry form are registered in the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for share transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason books of CSL III as of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableEffective Time. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender the Effective Time, the record holder of any such Certificate or Book-Entry Share, there CSL III Common Shares (other than Cancelled Shares) at the Effective Time shall be issued and/or paid entitled to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange thereforreceive, without interest, (i) at the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time which theretofore had become payable with respect to such the whole shares of CenterState CSL Common Stock and not paid and (ii) at which the appropriate payment date, CSL III Common Shares have been converted into the dividends or other distributions payable with respect right to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrenderreceive. (c) CenterState (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicable.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record immediately prior to the Effective Time (each, a “Holder,” and collectively, “Holders”) of certificates representing shares of Company Common Stock (each, a “Certificate”) and uncertificated shares of Common Company Stock represented by book-entry form (“Book-Entry Shares”) that have been converted into the right to receive the Merger Consideration pursuant to Section 1.8, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or Book-Entry Share(s) shall pass only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s)) or transfer of such Book-Entry Share(s) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent and Parent) (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) or Book-Entry Share(s) in exchange for the Merger Consideration and any cash in lieu of a fractional share and any dividends or distributions to which such Holder is entitled pursuant to Section 2.2(c). (b) Upon proper surrender to the Exchange Agent of its Certificate(s) or transfer of its Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will of Company Common Stock shall be entitled to receive receive, promptly after the Effective Time, the Merger Consideration in exchange thereforrespect of the shares of Company Common Stock represented by its Certificate(s) or Book-Entry Share(s), as applicable. Until so surrendered, (i) bookeach such Certificate or Book-entry shares representing that number Entry Share shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the applicable Merger Consideration upon surrender of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash Certificate or Book-Entry Share in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c)accordance with this Article II, (B) together with any cash in lieu of a fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) share and any dividends or distributions to which such Holder shall have become is entitled to pursuant to Section 2.08(b2.2(c). (c) promptlyNo dividends or other distributions declared with respect to Parent Common Stock shall be paid to the Holder of any unsurrendered Certificate or untransferred Book-Entry Share until the Holder thereof shall surrender such Certificate or transfer such Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or transfer of such Book-Entry Share in accordance with this Article II, the Holder thereof shall be entitled to receive, without interest, the amount of any dividends or other distributions with a record date after the Effective Time, which shall be no later than five (5) Business Days upon receipt theretofore had become payable with respect to the whole shares of a Holder’s Certificates Parent Common Stock to which the shares of Company Common Stock represented by such Certificate or Book-Entry Shares Share have been converted into the right to receive and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of paid. (d) If the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock Consideration is to be delivered in exchange for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Company Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if in the stock transfer records of the Company, it shall be a condition to such exchange that (i) the Certificate formerly representing such Charter Common Stock so surrendered shall be properly endorsed or otherwise be in proper form for transfer and (ii) the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState Parent that the Tax has been paid or is not applicable. . The Exchange Agent (b) All shares of CenterState Common Stock to be issued pursuant or, subsequent to the Merger shall be deemed issued and outstanding as first anniversary of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of CenterState Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicableParent) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder portion of the Merger Consideration such amounts as CenterState the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under applicable the Code, or any provision of state, local or foreign Tax Law. Any amounts so deducted and withheld shall be remitted , with respect to the appropriate Governmental Authority and upon making of such remittance payment. To the extent that the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder of shares of Company Common Stock in respect of which whom such deduction and withholding was made by CenterState the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares or Book-Entry Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration, cash in lieu of a fractional share and any dividends or distributions to which such Holder is entitled pursuant to Section 2.2(c), in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or transfer of Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each Holder of Company Common Stock who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Value by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such Holder at the Effective Time and rounded to the nearest one ten-thousandth when expressed in decimal form) of Parent Common Stock to which such Holder would otherwise be entitled to receive pursuant to Section 1.8. The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares was not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders of Company Common Stock as of the first anniversary of the Effective Time shall be returned to the Surviving Corporation. Any former Holders of Company Common Stock who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation with respect to the Merger Consideration, any cash in lieu of fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each former share of Company Common Stock such Holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Corporation, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as applicableParent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, cash in lieu of fractional shares and any dividends or distributions to which such Holder is entitled pursuant to Section 2.2(c) deliverable in respect thereof pursuant to this Agreement. (i) Subject to the terms of this Agreement and the Exchange Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of any Letter of Transmittal and compliance by any Holder of Company Common Stock with the procedures and instructions set forth herein and therein, (ii) the issuance and delivery of the whole number of shares of the Parent Common Stock portion of the Merger Consideration, into which shares of Company Common Stock are converted in the Merger and (iii) the method of payment of cash in lieu of fractional shares of Parent Common Stock.

Delivery of Merger Consideration. (a) Upon surrender As soon as reasonably practicable after the Effective Time and in any event not later than five Business Days following the Effective Time, the Exchange Agent shall mail to each Holder and that has not theretofore submitted its Certificate with a Form of Election, a notice advising such Holders of the effectiveness of the Merger, including appropriate letter of transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates and instructions for surrendering the Certificates to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of its Certificate(s) an "agent's message" with respect to Certificates that are book-entry shares). Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with the appropriate letter of transmittal materials or Book-Entry Share(s)Form of Election, accompanied by a properly as applicable, duly completed Letter and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Holder of Transmittal, a Holder will such Certificate shall be entitled to receive in exchange therefortherefor the Merger Consideration, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled has a right to receive pursuant to Section 2.042.6, and (C) any dividends or distributions to which such Holder shall have become entitled has the right to receive, pursuant to Section 2.08(b3.2(d). CenterState shall direct , with respect to the Exchange Agent to provide to each such Holder shares of Charter IAB Common Stock (x) formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued for the applicable benefit of Holders of the Certificates on the Merger Consideration, (y) Consideration or any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days payable upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result surrender of the Merger until such Holder surrenders the Certificates Certificates. Until surrendered as contemplated by Section 2.2 or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article IISection 3.2, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of CenterState Common Stock and not paid and (ii) at represent only the appropriate payment dateright to receive, upon surrender, the dividends applicable Merger Consideration and any cash in lieu of fractional shares or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made dividends or distributions as contemplated by CenterState or the Exchange Agent, as applicablethis Section 3.2.

Delivery of Merger Consideration. (a) Upon surrender As a condition to the Exchange Agent delivery of its Certificate(s) or Book-Entry Share(s)the Merger Consideration by Acquiror to the Company Stockholder the Company Stockholder shall be required to deliver to Acquiror a letter of transmittal substantially in the form of Exhibit D hereto, accompanied with such changes as may be required by a properly completed Acquiror and reasonably acceptable to the Company Stockholder (the “Letter of Transmittal”), which shall (i) have customary representations and warranties as to title, authorization, execution and delivery and (ii) specify that delivery shall be effected, and risk of loss and title to the shares of Company Shares shall pass, only upon delivery of the shares of Company Shares to Acquiror (including all certificates representing shares of Company Shares (each, a Holder will “Company Certificate” and, collectively, the “Company Certificates”), to the extent such shares of Company Shares are certificated), together with instructions thereto. (b) Immediately following receipt of a Letter of Transmittal (accompanied with all Company Certificates representing shares of Company Shares, to the extent such shares of Company Shares are certificated), duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Acquiror, the Company Stockholder shall be entitled to receive in exchange therefor, as applicable, therefor at (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (Asubject to) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c)Closing, (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five delivered in book entry form in the name of Company Stockholder (5) Business Days upon receipt of or its nominee in accordance with Company Stockholder’s delivery instructions or to a Holder’s Certificates or Book-Entry Shares and a completed custodian designated by Company Stockholder in each case, as set forth in the Letter of Transmittal). The Exchange Agent and CenterStateUntil surrendered as contemplated by this Section 3.02(b), as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger Company Shares shall be deemed issued at any time from and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Common Stock shall be paid to any holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to represent only the right to receive upon such whole shares of CenterState Common Stock and not paid and (ii) at surrender the appropriate payment date, Merger Consideration which the dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicable) shall be Company Stockholder was entitled to deduct and withhold from any amounts otherwise payable receive in respect of such shares pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicableSection 3.02(b).

Delivery of Merger Consideration. (a) Upon surrender Promptly after the Effective Time, Parent, on behalf of the Surviving Corporation, shall deliver certificates to American Stock Transfer & Trust Company (the "INDEMNIFICATION ESCROW AGENT") and the holders of Company Shares representing the shares of Parent Common Stock and the cash (in immediately available funds) to which holders of Company Shares shall be entitled pursuant to Sections 2.1 and 2.4 hereof. (b) At the Closing or as soon as practicable thereafter, each holder of record (other than Parent or Merger Sub or any other subsidiary of Parent) of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Company Shares (individually a "CERTIFICATE" and collectively the "CERTIFICATES") shall deliver to the Exchange Agent (as defined below) such shareholder's Certificates. The holder of its such Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will shall be entitled to receive in exchange therefor, as applicable, (i) book-entry shares therefor a certificate representing that number all of whole the shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Parent Common Stock (xexcluding those shares being placed in escrow as described below) and all the applicable Merger Considerationcash, (y) any cash in lieu of fractional shares of CenterState Common Stock if any, that such holder is entitled to receive pursuant to Section 2.04Sections 2.1 and 2.4 hereof. Stefxxxx Xxxxx xxxll act as the agent for the Company Shareholders for purposes of mailing and receiving transmittal letters in the form attached as Exhibit J hereto and distributing the Merger Consideration to the Company Shareholders (the "EXCHANGE AGENT"). Of the shares otherwise issuable to the Company Shareholders, an aggregate number of shares equal to 10% of the Consideration Shares (the "INDEMNIFICATION ESCROW SHARES") rounded up to the nearest whole share shall be deposited by Parent with the Indemnification Escrow Agent in accordance with the terms and provisions of the Escrow Agreement to be executed as of the Closing between Parent, Merger Sub, the Company, the Indemnification Representative and the Indemnification Escrow Agent (zthe "ESCROW AGREEMENT") in the form attached hereto as Exhibit B hereto. The delivery of the Indemnification Escrow Shares by Parent to the Indemnification Escrow Agent shall be made on behalf of the Company Shareholders in accordance with the provisions hereof and any dividends the Escrow Agreement, with the same force and effect as if such shares had been delivered by Parent directly to such holders and subsequently delivered by such holders to the Indemnification Escrow Agent. The shares so deposited shall be evidenced by a separate certificate in the name of the Escrow Agent on behalf of the Company Shareholders and shall be subject to the restrictions on transfer and assignment provided in the Escrow Agreement. On the Closing Date, Parent shall deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent or distributions to which such Holder its nominee) representing the Indemnification Escrow Shares for the purpose of securing the 8 -4- indemnification obligations of the Company Shareholders set forth in this Agreement. The Indemnification Escrow Shares shall have become entitled to be held by the Escrow Agent under the Escrow Agreement pursuant to Section 2.08(b) promptly, which the terms thereof. The Escrow Shares shall be no later than five (5) Business Days upon receipt of held as a Holder’s Certificates or Book-Entry Shares trust fund and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated subject to deliver cash and/or shares any lien, attachment, trustee process or any other judicial process of CenterState Common Stock to a Holder to which such Holder would otherwise any creditor of any party, and shall be entitled as a result held and disbursed solely for the purposes and in accordance with the terms of the Merger until Escrow Agreement. The principal terms of the indemnification obligations of the Company Shareholders under the Escrow Agreement are set forth on Exhibit B. Stefxxxx Xxxxx xxx been selected as the Indemnification Representative and, solely for purposes of accepting such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in appointment executes a counterpart signature page to this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange AgentAgreement. In the event of her inability or unwillingness prior to the execution of the Escrow Agreement to act as Indemnification Representative, a transfer of ownership substitute Indemnification Representative will be selected by the holders of a Certificate representing Charter majority of the Company Shares. In the event of the inability or unwillingness of the then current Indemnification Representative to act as Indemnification Representative after the Closing, a substitute Indemnification Representative will be selected by the holders of a majority of the shares of Parent Common Stock that issued as Merger Consideration. Such Indemnification Representative is not registered in the stock transfer records of Charterauthorized by this Agreement, the proper amount as a specific term of the Merger Consideration provided for herein, to act as Indemnification Representative of the Company Shareholders in accordance with the provisions hereof, with the powers and authority provided for in the Escrow Agreement. Without limiting the generality of the foregoing, each of the Company Shareholders hereby authorizes the Indemnification Representative (i) to take all action necessary in connection with the defense and/or settlement of any Claims for which the Company Shareholders may be required to indemnify Parent pursuant to this Agreement and (ii) to give and receive all notices required to be given and take all action required or permitted to be taken under the Escrow Agreement. All decisions and actions by the Indemnification Representative, including the defense or settlement of any Claims for which the Company Shareholders may be required to indemnify Parent pursuant to this Agreement, shall be paid binding upon all of the Company Shareholders, and no Company Shareholder shall have the right to object, dissent, protest or otherwise contest the same. By their execution of this Agreement, the Company Shareholders agree that: (i) Parent shall be able to rely conclusively on the instructions and decisions of the Indemnification Representative as to the settlement of any Claims for indemnification by Parent pursuant to this Agreement and the Escrow Agreement or any other actions required to be taken by the Indemnification Representative hereunder or thereunder; (ii) all actions, decisions and instructions of the Indemnification Representative shall be conclusive and binding upon all of the Company Shareholders and no Company Shareholder, nor Parent or Merger Sub, shall have any cause of action against the Indemnification Representative for any action taken, decision made or instruction given by the Indemnification Representative under this Agreement or the Escrow Agreement, except for fraud or willful breach of this Agreement or the Escrow Agreement by the Indemnification Representative; (iii) the provisions of this Section 2.2(b) are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Shareholder may have in connection with the transactions contemplated by this Agreement; (iv) the provisions of this Section 2.2(b) shall be binding upon the heirs, legal representatives, successors and assigns of each Company Shareholder, and any references in this Agreement to a Company Shareholder or the Company Shareholders shall mean and include the successors to the Company Shareholders' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (v) The adoption of this Agreement and the approval of the Merger by the Company Shareholders and receipt of any Merger Consideration by any Company Shareholder shall also constitute approval by such Company Shareholder of the terms and provisions of the Escrow Agreement, including the indemnification provided for therein, their confirmation of the appointment of American Stock Transfer & Trust Company to act as Indemnification Escrow Agent, and their approval of the terms and provisions therein relating to the Indemnification Representative, including the provisions herein and relating to the appointment of replacements, and their confirmation of the appointment of Stefxxxx Xxxxx xx act as the initial Indemnification Representative. (c) If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor to is registered, it will be a Person other than condition of the Person issuance thereof that such transfer be in whose name compliance with any applicable state and federal securities laws and that the Certificate certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall will be properly endorsed or and otherwise be in proper form for transfer and that the Person person requesting such payment exchange will have paid to Parent or issuance shall pay any agent designated by it any transfer or other similar Taxes taxes required by reason of the payment or issuance to of a Person certificate for shares of Parent Common Stock in any name other than that of the registered Holder holder of the Certificate certificate surrendered, or establish established to the satisfaction of CenterState Parent or any agent designated by it that the Tax such tax has been paid or is not applicablepayable. (bd) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common StockUntil surrendered, the record date for which is at or each Certificate shall, after the Effective Time, that declaration represent only the right to receive shares of Parent Common Stock and the right to receive cash into which the Company Shares formerly represented thereby shall include have been converted pursuant to Section 2.1 hereof. Any dividends or other distributions in distribution declared after the Effective Time with respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the CenterState Parent Common Stock shall be paid to any the holder of any unsurrendered Certificate or Book-Entry Share until when the holder thereof surrenders such Certificate or Book-Entry Share is surrendered Certificate. At and after the Effective Time, the holders of Certificates shall cease to have any rights as shareholders of the Company, except for exchange in accordance with this Article IIthe right to surrender certificates pursuant to Section 2.2(b). Subject to After the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, Closing there shall be issued and/or paid to no transfers on the holder stock transfer books of the certificates representing whole shares Company (the stock transfer books of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of CenterState Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicable) which shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicableclosed).

Delivery of Merger Consideration. (a) Upon As soon as practicable, but in no event later than five (5) business days after the Effective Time, the Exchange Agent shall mail to the former record holders of shares of Seller Common Stock issued and outstanding immediately prior to the Effective Time that have been converted into the right to receive the Merger Consideration pursuant to Section 1.4 (other than Dissenting Shares): (i) a letter of transmittal in customary form as reasonably agreed by the parties hereto (which shall specify that delivery shall be effected, and risk of loss of and title shall pass, only upon delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender to the Exchange Agent of its Certificate(s) Certificates for the Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Share(s)Certificates to the Exchange Agent for exchange and cancellation, accompanied together with such letter of transmittal duly executed and completed in accordance with the instructions thereto and any other documents reasonably required by a properly completed Letter the Exchange Agent, the holder of Transmittal, a Holder will such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing the Merger Consideration that number such holder of whole shares of CenterState Common Stock to which such Holder the Certificates shall have become entitled pursuant to Section 2.01(c) (excluding the provisions of Article I, including cash in lieu of any fractional share) shares in accordance with the provisions of Section 2.3(e); and (ii) cash in an a check representing the amount equal of any dividends or distributions that such holder is entitled to (A) the Cash Consideration to which such Holder shall have become entitled receive pursuant to Section 2.01(c2.3(b), and the Certificate or Certificates so surrendered shall forthwith be cancelled. Promptly upon receipt of such Certificate(s), letter of transmittal and any other required document, the Exchange Agent, on behalf of Buyer, shall deliver the Merger Consideration (Bin cash and in the form of an uncertificated book-entry share of Buyer Common Stock, unless such holder specifically requests a certificated share) to each such holder in exchange for each such share plus a check in the amount (if any) equal to any cash that such holder has the right to receive pursuant to Section 2.3(b) and, if applicable, Section 2.3(e) hereof. No interest will be paid or accrued on any Merger Consideration, including on any cash payable in lieu of fractional shares, or on any unpaid dividends and distributions payable to holders of Certificates. Holders of record of shares of CenterState Seller Common Stock which who hold such Holder shares as nominees, trustees or in other representative capacities may submit multiple letters of transmittal, provided that such representative certifies that each such letter of transmittal covers all the shares of Seller Common Stock held by such representative for a particular beneficial owner. Each Certificate so surrendered and all transmittal materials shall have become entitled pursuant to Section 2.04, be duly completed and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct endorsed as the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittalmay reasonably require. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares the Merger Consideration to which any former holder of CenterState Seller Common Stock to a Holder to which such Holder would otherwise be is entitled as a result of the Merger until such Holder holder surrenders the Certificates his, her or Book-Entry Shares representing the shares its Certificate(s) (or affidavits of Charter Common Stock loss in lieu of such Certificate(s)) for exchange as provided in this Section 2.3. After the Effective Time, each Certificate shall be deemed for all corporate purposes (other than the payment of dividends and other distributions to which the former holders of Seller Common Stock may be entitled) to evidence only the right of the holder thereof to receive the Merger Consideration in exchange for each such share as provided in this Article II. (b) No dividends or other distributions declared with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Buyer Common Stock represented thereby until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, orthe record holder thereof shall be entitled to receive any such dividends or other distributions, an appropriate affidavit without any interest thereon, which theretofore had become payable with respect to the whole shares of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Buyer Common Stock that is not registered in which the stock transfer records shares of Charter, Seller Common Stock represented by such Certificate have been converted into the proper amount right to receive. (c) If any portion of the Merger Consideration shall is to be paid issued in a name other than that in which the Certificate or issued Certificates surrendered in exchange therefor is or are registered, it shall be a condition to a Person other than the Person in whose name such issuance that the Certificate or Certificates so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the Person person requesting such payment or issuance shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the payment or such issuance to a Person in any name other than that of the registered Holder holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of CenterState the Exchange Agent that the such Tax has been paid or is not applicablepayable. (bd) All After the Effective Time, there shall be no transfers on the stock transfer books of Seller of the shares of CenterState Seller Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any dividends or distributions that such holder is entitled to receive pursuant to Section 2.3(b). (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Buyer Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Buyer Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Buyer. In lieu of the issuance of any such fractional share, Buyer shall pay to each former shareholder of Seller who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the volume weighted average price of a share of Buyer Common Stock for a twenty (20) day period, starting with the opening of trading on the twentieth (20th) trading day prior to the Closing Date and ending with the closing of trading on the last trading day prior to the Closing Date, as reported by the Stock Exchange, by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Buyer Common Stock to which such holder would otherwise be issued entitled to receive pursuant to Section 1.4. (f) Notwithstanding anything to the Merger shall be deemed contrary set forth in this Agreement, shares of Seller Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and maintained appraisal rights in respect of such shares in accordance with Article 13 of the GBCC and did not vote for the adoption of this Agreement (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under applicable law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with Article 13 of the GBCC; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal pursuant to Article 13 of the GBCC, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Article 13 of the GBCC, such shares of Seller Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.4, without interest thereon, upon surrender of such shares of Seller Common Stock. Seller shall give prompt notice to Buyer of any demands received by Seller for appraisal, of any withdrawals of such demands and if ever a dividend of any other instruments served pursuant to the GBCC and received by Seller relating to Article 13 of the GBCC, and Buyer shall direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, Seller shall not, without the prior written consent of Buyer, make any payment with respect to, or other distribution is declared settle or compromise or offer to settle or compromise or otherwise negotiate, any such demand, or agree to do any of the foregoing. (g) Any portion of the Exchange Fund that remains unclaimed by CenterState the shareholders of Seller as of the first anniversary of the Effective Time shall be delivered to Buyer. Any former shareholders of Seller who have not theretofore complied with this Article II shall thereafter look only to Buyer for payment of the Merger Consideration and any unpaid dividends and distributions on the Buyer Common Stock deliverable in respect of each share of Seller Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the CenterState Common Stockforegoing, none of Seller, its Subsidiaries, Buyer, Buyer Bank, the record Exchange Agent or any other person shall be liable to any former holder of shares of Seller Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. Any Merger Consideration remaining unclaimed as of a date for which is at immediately prior to the time when such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become property of Buyer free and clear of any claims or interest of any person or entity otherwise entitled thereto. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Buyer, the posting by such person of a bond in such amount as Buyer may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent, or if the Merger Consideration payable with respect to such Certificate has been returned to Buyer pursuant to Section 2.3(g), Buyer, will issue the Merger Consideration and any unpaid dividends and distributions in exchange for such lost, stolen or destroyed Certificate. (i) The payment of any transfer, documentary, sales, use, stamp, registration, value added and other Taxes and fees (including any penalties and interest) incurred solely by a holder of shares of Seller Common Stock in connection with the Merger or the other transactions contemplated by this Agreement, and the filing of any related return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof (each such document, a “Tax Return”) and other documentation with respect to such Taxes and fees, shall be the sole responsibility of such holder. (j) From and after the Effective Time, that declaration the holders of Certificate(s) shall include dividends or other distributions in cease to have any rights with respect of all to the shares of CenterState Seller Common Stock issuable represented thereby except as provided in this Agreement or by applicable law. All rights to receive the Merger Consideration issued upon conversion of the shares of Seller Common Stock pursuant to this AgreementArticle II shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Seller Common Stock. (k) The Exchange Agent shall invest the cash balances in the Exchange Fund in a demand deposit account or as directed by Buyer. No dividends or Any interest and other distributions in respect income resulting from such investment shall be the sole and exclusive property of the CenterState Common Stock Buyer and shall be paid to any holder of any unsurrendered Certificate Buyer (or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be issued and/or paid to the holder Surviving Corporation) upon termination of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of CenterState Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of CenterState Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (c) CenterState (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable Fund pursuant to this Agreement to any Holder such amounts as CenterState is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made by CenterState or the Exchange Agent, as applicableSection 2.3(g).

Delivery of Merger Consideration. (a) Upon As soon as reasonably practicable (and in any event within three (3) business days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each Holder of Certificate(s) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery of the Merger Consideration shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) to the Exchange Agent or affidavits of loss in lieu of such Certificate(s) to the Exchange Agent) (the “Letter of Transmittal”) and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration to be issued or paid in consideration therefor in accordance with this Article II upon surrender of such Certificate, plus, as applicable, any cash in lieu of fractional shares which the Holder has the right to receive pursuant to Section 2.3(h) and plus any dividends or distributions to which such Holder is entitled pursuant to Section 2.3(e). (b) With respect to the Certificate(s), after the Effective Time upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of TransmittalTransmittal and such other documents as reasonably required by the Exchange Agent, a Holder of Certificate(s) will be entitled to receive receive, and Parent shall deliver, or cause the Exchange Agent to deliver, the Merger Consideration to be issued or paid in exchange thereforconsideration therefor in accordance with this Article II, plus, as applicable, (iany cash in lieu of fractional shares which the Holder has the right to receive pursuant to Section 2.3(h) book-entry shares representing that number of whole shares of CenterState Common Stock and plus any dividends or distributions to which such Holder shall have become is entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash 2.3(e), in an amount equal respect of the Shares formerly represented by its, his or her Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to (A) receive, without interest, the Cash Merger Consideration to which be issued or paid in consideration therefor upon surrender of such Holder shall have become entitled pursuant to Section 2.01(c)Certificate and related documents in accordance with, (B) and any cash in lieu of fractional shares of CenterState Parent Class A Common Stock and any dividends or distributions to which such Holder holder is entitled pursuant to, this Article II. (c) Notwithstanding anything to the contrary in this Agreement, any holder of a Book-Entry Share shall have become not be required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II, any cash in lieu of fractional shares pursuant to Section 2.3(h) or any dividends or distributions to which such holder is entitled pursuant to Section 2.042.3(e), in respect of such Book-Entry Share. With respect to Book-Entry Shares not held through DTC (each, a “Non-DTC Book-Entry Share”), as promptly as reasonably practicable after the Effective Time (and in any event within three (3) business days thereafter), Parent shall cause the Exchange Agent to mail to each holder of record of a Non-DTC Book-Entry Share (i) a statement reflecting the number of whole shares of Parent Class A Common Stock, if any, that such holder is entitled to receive pursuant to this Article II in the name of such record holder and (Cii) a check in the amount of, as applicable, any cash in lieu of fractional shares which the Holder has the right to receive pursuant to Section 2.3(h) and plus any dividends or distributions to which such Holder shall have become is entitled pursuant to Section 2.08(b2.3(e). CenterState . (d) With respect to Book-Entry Shares held through DTC, Parent and the Company shall direct cooperate to establish procedures with the Exchange Agent and DTC to provide ensure that the Exchange Agent will transmit to each such Holder DTC or its nominees on the Closing Date (or if Closing occurs after 10:30 a.m. (Central Time) on the Closing Date, on the first business day after the Closing Date), upon surrender of Charter Common Stock (x) Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the applicable Merger Consideration, (y) plus, as applicable, any cash in lieu of fractional shares of CenterState Common Stock which the Holder has the right to receive pursuant to Section 2.04, and (z2.3(h) and plus any dividends or distributions to which such Holder shall have become is entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable2.3(e). (be) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions in with respect to shares of the CenterState Parent Class A Common Stock shall be paid to any holder of any unsurrendered a Holder whose Shares were converted into the right to receive the Merger Consideration unless and until such Holder has surrendered or transferred (as applicable) its, his or her Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange Share, as applicable, and related instruments in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender or transfer (as applicable) of any such Certificate or Book-Entry ShareShare and related instruments in accordance with this Article II, there such Holder shall be issued and/or paid entitled to the holder of the certificates representing whole shares of CenterState Common Stock issued in exchange thereforreceive, without interest, (i) at the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such the whole shares of CenterState Parent Class A Common Stock into which the Shares formerly represented by such Certificate or Book-Entry Share were converted in accordance with this Article II and not paid and and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of CenterState Parent Class A Common Stock into which the Shares formerly represented by such Certificate or Book-Entry Share were converted in accordance with this Article II with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to surrenderthe issuance of the Parent Class A Common Stock issuable with respect to such Certificate or Book-Entry Share. (cf) CenterState With respect to Certificate(s), in the event of a transfer of ownership of any Certificate that is not registered in the transfer books of the Company as of the Effective Time, the proper number of shares of Parent Class A Common Stock, together with a check for cash in lieu of fractional shares, if any (through after giving effect to any required Tax withholdings) to be paid upon due surrender of the Certificate and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate is presented to the Exchange Agent, if accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable) , in each case, in form and substance, reasonably satisfactory to the Exchange Agent. The Exchange Agent, Parent and the Surviving Company shall be entitled to deduct and withhold from any cash in lieu of shares any Holder has the right to receive pursuant to this Section 2.3(f), cash dividends or distributions payable pursuant to Section 2.3(e) and any other cash amounts otherwise payable pursuant to this Agreement to any Holder such amounts as CenterState the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under applicable the Code, or any provision of state, local or foreign Tax Law. Any amounts so deducted and withheld shall be remitted , with respect to the appropriate Governmental Authority and upon making of such remittance payment. To the extent the amounts are so withheld by the Exchange Agent, Parent or the Surviving Company, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder holder of shares of Company Common Stock in respect of which whom such deduction and withholding was made by CenterState the Exchange Agent, Parent or the Surviving Company, as the case may be. With respect to Book-Entry Shares, payment of the Merger Consideration, cash in lieu of fractional shares, if any, and any unpaid non-stock dividends and any other dividends or other distributions, in each case, payable or issuable pursuant to this Article II, shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books of the Company as of the Effective Time. (g) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Shares that occurred prior to the Effective Time. If, after the Effective Time, any Certificate or Book-Entry Share is presented for transfer on the stock transfer records of the Company, they shall be cancelled and exchanged for the Merger Consideration to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (h) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Class A Common Stock shall be issued upon the surrender of Certificates for exchange, transfer of Book-Entry Shares or conversion of any Company Equity Awards, as applicable, no dividend or distribution with respect to Parent Class A Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each Holder who otherwise would be entitled to receive such fractional share an amount in cash, without interest and rounded to the nearest whole cent, determined by multiplying (i) the average of the volume weighted average price per share of Parent Class A Common Stock on the NYSE on each of the twenty (20) consecutive trading days ending with the second complete trading day prior to the Closing Date (the “Average Price”) by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Class A Common Stock to which such Holder would otherwise be entitled to receive pursuant to Section 2.1(d) or Section 6.2. (i) Any portion of the Exchange Fund that remains unclaimed by Holders nine (9) months after the Effective Time shall be promptly paid to Parent upon the request of Parent. Any Holders who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, including any cash in lieu of fractional shares and any unpaid dividends and distributions on the Parent Class A Common Stock, deliverable in respect of each Share that such Holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, the Exchange Agent or any other Person shall be liable to any Holder for any amount delivered in good faith to any Governmental Body pursuant to applicable abandoned property, escheat or similar Laws. To the fullest extent permitted by Law, immediately prior to the date any Merger Consideration would otherwise escheat to or become the property of any Governmental Body, such Merger Consideration shall become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (j) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as applicableParent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, any cash in lieu of fractional shares and any dividends or distributions deliverable in respect thereof pursuant to this Agreement.