Common use of Merger Consideration Clause in Contracts

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of HCBF: (a) Each share of CenterState Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in this Article II, into the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). (d) Notwithstanding anything in this Agreement to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demand.

Merger Consideration. Subject (a) At the Effective Time and subject to the provisions of this AgreementArticle III, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of any holder thereof, all of the Parties or any shareholder of HCBF: (a) Each share of CenterState Common Stock that is issued and outstanding immediately prior to Celiant Common Stock and the Effective Time shall remain outstanding following the Effective Time and Celiant Preferred Stock (as defined below) shall be unchanged by converted and exchanged for the Mergerright to receive merger consideration in the aggregate of $119,621,923 in cash and 16,278,805 shares of Common Stock of the Company, par value $0.01 per share (the "Company Common Stock") (collectively the "Merger Consideration"). (bi) Each share The registered holders of HCBF Common Stock owned directly by CenterStateof Celiant, HCBF or any of their respective Subsidiaries par value $.01 per share (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted"Celiant Common Stock") immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Common Stock issued and outstanding immediately prior to the Effective Time (other than shares as to which dissenters' rights shall have been duly demanded pursuant to the DGCL ("Dissenting Shares, treasury stock and ")) shall have such shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in this Article II, converted into the right to receive receive, in the aggregate, $4.735360195 in cash to be allocated as set forth on Schedule 3.1, payable immediately upon the surrender of the certificate (ior a lost security affidavit in form reasonably satisfactory to the Company) 0.675 shares formerly representing such share of CenterState Celiant Common Stock (the “Per Share Stock Consideration”), and in accordance with Section 3.2 of this Agreement; (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former The registered holders of HCBF Common Preferred Stock of Celiant, par value $0.01 per share (the "Celiant Preferred Stock"), and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). (d) Notwithstanding anything in this Agreement to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time (including, without limitation, PIK Shares (as defined in the Amended and which are held by a shareholder who did not vote Restated Certificate of Incorporation of Celiant) corresponding to such Preferred Stock and accrued through the date hereof but excluding Dissenting Shares) shall in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of aggregate have such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive $119,621,918 in cash and 16,278,805 shares of Company Common Stock, such portion of the Merger ConsiderationConsideration to be allocated as set forth on Schedule 3.1, but instead payable immediately upon the holder surrender of the certificate formerly representing such share of Celiant Preferred Stock (or lost security affidavit in form reasonably satisfactory to the Company) in accordance with Section 3.2 of this Agreement; (b) The holders of Dissenting Shares (hereinafter called a “Dissenting Shareholder”) Shares, if any, shall be entitled to payment by the Company of the fair value of such shares in cash to the extent permitted by and in accordance with the provisions of Sections 607.1301 to 607.1333 Section 262 of the FBCA DGCL; provided, however, that (and at the Effective Time, such i) if any holder of Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect deliver a written withdrawal of such holder’s right to receive, or shall have effectively withdrawn or lost rights to 's demand or receive, for the fair value of such shares of HCBF Common Stock under shares, or (ii) if any holder fails to establish such provisions holder's entitlement to rights to payment as provided in such Section 262 of the FBCA. If any Dissenting Shareholder DGCL, such holder or holders (as the case may be) shall effectively withdraw or lose forfeit such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each right to payment for such Dissenting Share shares and such shares shall thereupon be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares Section 3.1(a) and/or 3.1(b) as of HCBF Common Stock for which dissenters’ rights have been perfected the Effective Time. The Company shall be returned solely responsible for, and shall pay out of its own funds, any amounts which become due and payable to CenterState upon demandholders of Dissenting Shares. Celiant shall notify the Company of each demand for dissenters' rights under the DGCL promptly after such demand is received by Celiant.

Merger Consideration. (a) Subject to the provisions of this AgreementSection 1.3(d) and Section 1.4(a) hereafter, at the Effective TimeMerger Consideration, automatically by virtue consisting of the Merger total purchase price payable to the eNexi Stockholders in connection with the acquisition by merger of eNexi, shall be delivered and without any action on shall consist exclusively of newly issued shares of Series A Convertible Preferred Stock, $.001 par value per share, of Acquiror (the part "Preferred Shares") that convert into that number of the Parties or any shareholder shares of HCBF: (a) Each share of CenterState Acquiror Common Stock that is issued and as are equal to the shares of eNexi Common Stock outstanding immediately prior to as of the Effective Time shall remain outstanding following multiplied by the Effective Time and Exchange Rate, rounded up to the nearest whole number of shares. The Preferred Shares shall be unchanged by convertible into shares of Common Stock of Acquiror in accordance with the Mergerterms of, and the Preferred Shares shall have those rights, preferences and designations set forth in, that certain Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (the "Certificate Of Designation"), a true and correct copy of which is attached hereto and made a part hereof as Exhibit 1.3(a). (b) Each The Merger Consideration shall be allocated among the eNexi Stockholders in the proportion of their share ownership of HCBF the outstanding shares of eNexi Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment Closing as set forth on Exhibit 1.3(b). It is intended that the delivery of the Merger Consideration shall be made with respect theretoqualify as a tax-free exchange under the Code. (c) Each share of HCBF Common Stock issued and outstanding immediately prior Subject to Section 1.4, the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), Preferred Shares to be delivered at the Closing shall be convertedfully paid and non-assessable and shall be free and clear of all liens, in accordance with levies and encumbrances except that such shares shall be "restricted securities" pursuant to Rule 144, promulgated under the procedures set forth in this Article IISecurities Act of 1933, into the right to receive (i) 0.675 shares of CenterState Common Stock as amended (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”"Securities Act"). (d) Notwithstanding anything in this Agreement Acquiror shall deliver certificates evidencing the Preferred Shares to eNexi Stockholders upon (x) the contrary, shares surrender and delivery to Acquiror of HCBF Common Stock that are certificates representing all of such stockholder's issued and outstanding immediately prior shares of eNexi Common Stock; and (y) the execution and delivery of a copy of an investment letter in the form attached hereto as Exhibit 1.3(d) (the "Investment Letter") to comply with applicable federal and state securities laws. In the event that any one or more eNexi Stockholders have not complied with the terms identified in subparagraphs (x) or (y) above within six months following the Effective Time and which are held by (a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”"Non-Complying Stockholder"), shall not be converted into or be exchangeable for Acquiror reserves the right in its sole discretion at any time thereafter to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of cancel the Merger Consideration made available allocable to such Non-Complying Stockholder without notice, by payment to such Non-Complying Stockholder of the cash amount such Non-Complying Stockholder would have been entitled to receive had he exercised his right of dissent to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demandMerger under Delaware law.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of the Parties parties or any shareholder of HCBFBFST or TCBI: (aA) Each share of CenterState BFST Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (bB) Each share of HCBF TCBI Common Stock owned directly by CenterStateBFST, HCBF TCBI (including any treasury shares), or any of their respective wholly owned Subsidiaries (other than shares in trust accounts, managed accounts accounts, and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect theretothereto (the “TCBI Cancelled Shares”). (cC) Each share of HCBF TCBI Common Stock (excluding Dissenting Shares and TCBI Cancelled Shares) issued and outstanding immediately prior to at the Effective Time (other than Dissenting Sharesshall, treasury stock automatically, by virtue of the Merger and shares described in Section 2.01(b))without any action on the part of the holder thereof, cease to be outstanding and shall be converted, in accordance with the procedures set forth in terms of this Article II, into and exchanged for the right to receive a number of shares of BFST common stock (the “Merger Consideration”) equal to the Exchange Ratio plus cash in lieu of any fractional share of BFST Common Stock. The aggregate Merger Consideration to be received by each holder of TCBI Common Stock shall be rounded down to the nearest whole share of BFST common stock, with cash to be paid in lieu of each such fractional share resulting from such rounding pursuant to Section 2.06(E). (D) Immediately prior to the Effective Time, (i) 0.675 shares of CenterState Common Stock each TCBI Option (the “Per Share Stock Consideration”)other than TCBI Performance Options) that is then outstanding shall become fully vested and exercisable, and (ii) each TCBI Performance Option that is then outstanding shall become fully earned (but not vested), and the Effective Time shall be deemed to be the “Earned Date” for purposes of determining each such TCBI Performance Option’s exercisability based on satisfaction of the time-based vesting requirement by the holder thereof. At the Effective Time, each TCBI Option that is then outstanding shall automatically, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, and, in consideration therefor, BFST shall grant to each holder of TCBI Options an option to purchase shares of BFST Common Stock pursuant to the BFST Incentive Plan (each, a cash amount “BFST Substitute Option”), on the same terms and conditions (including vesting and exercisability, exercise periods, payment methods, and expiration provisions (as such terms may be modified prior to Closing in accordance with this Agreement), but excluding general administrative terms and conditions which shall be governed in accordance with the BFST Incentive Plan) as applicable to each such TCBI Option as in effect immediately prior to the Effective Time (including, for the avoidance of doubt, full earning of TCBI Performance Options and full vesting of all other TCBI Options), except that (i) the number of shares of BFST Common Stock subject to such BFST Substitute Option shall equal the product of (x) the number of shares of TCBI Common Stock subject to $1.925 plus such TCBI Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio and (ii) the per share exercise price for the shares of BFST Common Stock issuable upon exercise of such BFST Substitute Option shall equal the quotient determined by dividing (x) the exercise price per share of TCBI Common Stock at which such TCBI Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio; provided, however, that the exercise price and the number of shares of BFST Common Stock issuable upon exercise of such BFST Substitute Option, and the terms and conditions of such BFST Substitute Option, shall be determined in a manner consistent with the requirements for a substitution of stock rights in accordance with Sections 424 or 409A of the Code, as applicable, so as not to be considered a modification of any cash dividends payable TCBI Option, to retain, where applicable and possible, the tax and accounting treatment of each such TCBI Option (including any TCBI Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code) and not to be treated as a change in the form of payment or as nonqualified deferred compensation under Section 409A of the Code. Section 2.06(D) of the Schedules sets forth a listing of all TCBI Options, including the holder, the exercise price, the grant date and the expiration date. Except for the aforementioned TCBI Options that will automatically cease to be outstanding at the Effective Time as contemplated by this Section 2.06(D), no TCBI Equity Award shall be outstanding as of the Effective Time, and no obligations to issue TCBI Equity Awards shall exist following the Effective Time. Prior to the Effective Time, the Company shall take all actions necessary (including delivering all required notices and obtaining all necessary approvals and consents) to effect the treatment of the TCBI Options as provided in this Section 2.06(D), to terminate the TCBI Incentive Plan as of the Effective Time, and to cause the provisions in any other agreement providing for the issuance, transfer or grant of any capital stock of TCBI or any interest in respect of any capital stock of TCBI to terminate and be of no further force and effect as of the Effective Time, and the Company shall ensure that following the Effective Time no person who was, immediately prior to the Effective Time, a holder of any TCBI Equity Award, a person for whom a future grant of a TCBI Equity Award had been approved, or a participant in the TCBI Incentive Plan or any other TCBI Employee Plan, shall have any right thereunder to acquire any capital stock of BFST, b1BANK, TCBI or Texas Citizens Bank, except with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”)BFST Substitute Options. (dE) Notwithstanding anything in this Agreement to the contrary, no fractional shares of HCBF BFST Common Stock that are and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger. In lieu of the issuance of any such fractional shares, BFST shall pay or cause to be paid to each former holder of TCBI Common Stock otherwise entitled to receive such fractional share an amount of cash (without interest and outstanding immediately prior rounded to the Effective Time and which are held nearest whole cent) determined by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState multiplying (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received Average Closing Price by HCBF relating to dissenters’ rights and (ii) the opportunity fraction of a share of BFST Common Stock which such holder would otherwise be entitled to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent receive pursuant to this Article II Section 2.06, rounded to pay for shares the nearest one hundredth of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demanda share.

Merger Consideration. Subject The consideration to be paid to the provisions holders of this Agreement, at the Effective Time, automatically by virtue capital stock of JP in the Merger and without any action on (collectively, the part of the Parties or any shareholder of HCBF"Merger Consideration") is as follows: (ai) Each share of CenterState JP Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Common Price Group Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described to be canceled in accordance with Section 2.01(b1.7(b)), shall be converted, in accordance with the procedures set forth in this Article II, converted into the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and $26.10 in cash without interest. (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares Each share, if any, of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common JP Series A Preferred Stock, JP Series B Preferred Stock and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share JP Series C Preferred Stock Consideration, the “Merger Consideration”). (d) Notwithstanding anything in this Agreement to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote (other than shares to be canceled in favor of the Merger (or consent thereto in writingaccordance with Section 1.7(b)) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive 0.025 shares of GGP Series D Preferred Stock, $100 par value per share ("GGP Series D Preferred Stock"), GGP Series E Preferred Stock, $100 par value per share ("GGP Series E Preferred Stock") and GGP Series F Preferred Stock, $100 par value per share ("GGP Series F Preferred Stock"), respectively. Prior to or as of the Merger ConsiderationEffective Time, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) GGP Charter shall be entitled to payment of the fair value of such shares amended in accordance with the provisions Delaware General Corporation Law, as amended (the "DGCL") in order to create the GGP Series D Preferred Stock, GGP Series E Preferred Stock and the GGP Series F Preferred Stock, each series of Sections 607.1301 which will have substantially the same terms and rights as the JP Series A Preferred Stock, JP Series B Preferred Stock and JP Series C Preferred Stock, respectively, including with respect to 607.1333 distribution, voting rights and rights upon liquidation, dissolution or winding-up. (iii) Each share, if any, of the FBCA Excess Stock (and at as defined herein) which is not redeemed by JP prior to the Effective Time, Time and remains issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $26.10 in cash without interest. (iv) At the Effective Time all such Dissenting Shares shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares (a "Certificate"), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed cease to have been converted into and to have become exchangeable forany rights with respect thereto, except the right to receive the applicable Merger ConsiderationConsideration described above and any dividends declared and unpaid thereon payable to holders of record thereof as of a record date preceding the Effective Time. Following the Effective Time, without any interest thereonupon surrender of Certificates representing shares of JP Common Stock, Price Group Stock or JP Preferred Stock in accordance with Section 1.8, the applicable provisions Surviving Company shall pay to the holders of this Agreement. HCBF shall give CenterState (i) prompt notice such Certificates as of the Effective Time any written notices to exercise dissenters’ rights unpaid dividends declared in respect of any shares of HCBF the JP Common Stock, attempted withdrawals of such notices the Price Group Stock and any other instruments served pursuant JP Preferred Stock with a record date prior to the FBCA Effective Time and received by HCBF relating to dissenters’ rights and (ii) which remain unpaid at the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demandEffective Time.

Merger Consideration. Subject to the provisions (a) As of this Agreement, at the Effective Time, automatically each issued and outstanding share of ACS2 Common Stock held by virtue the Stockholders of ACS2 (collectively, the "Original ACS2 Stockholders"), comprising all of the issued and outstanding shares of ACS2 Common Stock as of the Effective Time, will be converted into a right to receive a pro- rata portion of the "Merger Consideration", which is defined as 22, 473, 413 shares of the Common Stock of Dynamic plus a number of shares of Dynamic Common Stock equal to 55% of the number of shares of Dynamic Common Stock held by or issuable to Genesis (defined below) pursuant to Section 2.2(b). Each Original ACS2 Stockholder will be entitled to receive a percentage of the Merger and without any action on the part of the Parties or any shareholder of HCBF: (a) Each share of CenterState Common Stock that is issued and outstanding immediately prior Consideration equal to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share number of HCBF shares of ACS2 Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately such holder prior to Closing of the Effective Time shall be cancelled and retired at Merger divided by the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share total number of HCBF shares of ACS2 Common Stock issued and outstanding immediately prior to at such Closing. Since as of the Effective Time (other than Dissenting Sharesall shares of the ACS2 Common Stock will no longer be outstanding, treasury stock will automatically be cancelled and retired, and will cease to exist, each holder of shares described in Section 2.01(b))of ACS2 Common Stock will cease to have any rights with respect thereto, shall be converted, in accordance with the procedures set forth in this Article II, into except the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, Merger Consideration and any cash in lieu of fractional shares as specified of Dynamic Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.04 (collectively2.3. The parties intend and agree that upon Closing, the “Per Share Cash Consideration” andMerger Consideration due to the Original ACS2 Stockholders will constitute, together with in the Per Share aggregate, a number of shares of Dynamic Common Stock Consideration, equal to fifty-five percent (55%) of the “Merger Consideration”total Dynamic Common Stock issued and outstanding immediately after the Effective Time plus 55% of any Dynamic Stock issued to Genesis or to which Genesis may be entitled pursuant to Section 2.2(b). (db) Notwithstanding anything Dynamic is a party to that certain May 19, 1998 letter agreement with Genesis Merchant Group Securities LLC ("GMGS") pursuant to which Dynamic may owe GMGS a fee upon consummation of the transactions contemplated by the Contribution Agreement and this Agreement. Dynamic has issued a Warrant for the Purchase of Shares of Common Stock to GMGS covering 250,000 shares of Dynamic Common Stock and subject to adjustment (the "Genesis Warrant"). Dynamic is party to that certain July 13, 1998 letter agreement with JWGenesis Capital Markets ("JWG") pursuant to which Dynamic may owe JWG a fee upon consummation of the transactions contemplated by the Contribution Agreement and this Agreement. GMGS, JWG and their affiliates are collectively referred to in this Agreement as "Genesis". Dynamic shall, in consultation with ACS2, attempt to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately settle its obligations to Genesis prior to Closing on terms and conditions acceptable to Dynamic and ACS2. The parties anticipate that such settlement will include the Effective Time payment of a fee to Genesis and which are held by a shareholder who did not vote in favor the cancellation of the Merger (or consent thereto in writing) Genesis Warrant and who is entitled any other obligation to demand issue securities of Dynamic to Genesis. Any fee payable to Genesis shall be payable by Dynamic and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive affect the Merger Consideration, but instead . In the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be event the Genesis Warrant is not canceled or Genesis is or becomes entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Dynamic Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shall be increased by that number of shares of HCBF Dynamic Common Stock for equal to 55% of the number of shares of Dynamic Common Stock to which dissenters’ rights have been perfected shall be returned to CenterState upon demandGenesis is or becomes entitled.

Merger Consideration. Subject The consideration to the provisions be paid to holders of this Agreement, at the Effective Time, automatically by virtue shares of beneficial interest of Crown in the Merger and without any action on (collectively, the part of the Parties or any shareholder of HCBF"Merger Consideration") is as follows: (a) Each common share of CenterState beneficial interest, par value $.01 per share, of Crown ("Crown Common Share") issued and outstanding immediately prior to the Effective Time, together with the associated Crown Right, shall be converted into the right to receive 0.3589 validly issued, fully paid and non-assessable common shares of beneficial interest, par value $1.00 per share, of PREIT ("PREIT Common Shares"), together with the associated rights (the "PREIT Rights") issued pursuant to the terms of that certain Rights Agreement, dated as of April 30, 1999, between PREIT and American Stock that is Transfer & Trust Company, as rights agent (the "PREIT Rights Agreement"); (b) Each 11.00% Non-Convertible, Senior Preferred Share of Beneficial Interest (par value $.01 per share), liquidation preference $50.00 per share, of Crown ("Crown Senior Preferred Share") issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in this Article II, converted into the right to receive one 11.00% non-convertible, senior preferred share of beneficial interest (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”par value $.01 per share), and (ii) a cash amount equal to liquidation preference $1.925 plus any cash dividends payable with respect to shares 50.00 per share, of PREIT, the CenterState Common Stock that are payable to CenterState shareholders terms of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock which shall be identical in all material respects to the former holders of HCBF Crown Senior Preferred Shares and shall include the right to receive all accrued but unpaid dividends on each issued and outstanding Crown Senior Preferred Share through the Effective Time ("PREIT Senior Preferred Share"); (c) All Crown Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” andShares, together with the Per Share Stock Considerationassociated Crown Rights, the “Merger Consideration”when so converted as provided in Section 1.8(a). (d) Notwithstanding anything in this Agreement to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies all Crown Senior Preferred Shares, when so converted as provided in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”Section 1.8(b), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") theretofore representing any such shares shall cease to have any rights with respect thereto, except the right to receive as applicable, (A) certificates representing the PREIT Common Shares into which such Crown Common Shares are converted pursuant to Section 1.8(a), unless (B) certificates representing the PREIT Senior Preferred Shares into which the Crown Senior Preferred Shares are converted pursuant to Section 1.8(b), (C) any cash payable in lieu of any fractional PREIT Common Shares pursuant to Section 1.11(g), and until (D) any accrued and unpaid dividends on the PREIT Senior Preferred Shares. Notwithstanding any failure by holders of a Certificate to surrender such Dissenting Shareholder shall have failed to perfect such holder’s right to receiveCertificate for a certificate representing PREIT Common Shares or PREIT Senior Preferred Shares, or shall have effectively withdrawn or lost rights to demand or receiveas applicable, from and after the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, Effective Time each such Dissenting Share holder shall become a holder of PREIT Common Shares or PREIT Senior Preferred Shares, as applicable, upon conversion, as provided in this Section 1.8, and shall be deemed to have been converted into accorded the same rights as any other holder of PREIT Common Shares or PREIT Senior Preferred Shares, as applicable, and to have become exchangeable for, such Certificate shall thereafter represent only the right to receive the Merger Consideration, without any interest thereon, consideration provided for in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demandSection 1.8(c).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Ameris, Atlantic or the Parties or any shareholder stockholders of HCBFeither of the foregoing: (a) Each share of CenterState Ameris common stock, $1.00 par value per share (“Ameris Common Stock Stock”), that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF Atlantic common stock, $0.01 par value per share (“Atlantic Common Stock Stock”), owned directly by CenterStateAmeris, HCBF Atlantic or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like or other similar accounts for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time, and each share of Atlantic Common Stock that is remitted to Atlantic prior to the Effective Time for purposes of repayment of the Atlantic ESOP Loan as contemplated by Section 5.10(d), shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. Such cancelled and retired shares of Atlantic Common Stock are referred to collectively as the “Cancelled Shares”. (c) Each Subject to Section 1.2(f), each share of HCBF Atlantic Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), the Cancelled Shares) shall become and be converted, in accordance with the procedures set forth in this Article II, converted into the right to receive the following consideration, in each case without interest: (i) 0.675 shares an amount of CenterState Common Stock cash equal to $1.39 (the “Per Share Stock Cash Consideration”), ; and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to 0.17 validly issued, fully paid and nonassessable shares (the “Exchange Ratio”) of the CenterState Ameris Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any together with cash in lieu of any fractional shares as specified in accordance with the provisions of Section 2.04 1.2(f) (collectivelythe “Stock Consideration”, and together with the Cash Consideration, per share, the “Per Share Cash ConsiderationPurchase Price” and, together in the aggregate, as adjusted in accordance with the Per Share Stock Considerationterms hereof, the “Merger Consideration”). (d) Notwithstanding anything in this Agreement to the contrary, . Each certificate previously representing such shares of HCBF Atlantic Common Stock that are issued and outstanding immediately prior (each, a “Certificate”) shall thereafter represent, subject to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”Section 1.3(d), shall not be converted into or be exchangeable for only the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a . Any reference herein to “Dissenting Shareholder”) Certificate” shall be entitled deemed, as appropriate, to payment include reference to book-entry account statements relating to the ownership of shares of Atlantic Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a Letter of Transmittal, shares held in book-entry form may be transferred by means of an “agent’s message” to the fair value Exchange Agent or such other evidence of such shares in accordance with transfer as the provisions of Sections 607.1301 to 607.1333 of the FBCA Exchange Agent may reasonably request. (and at d) At the Effective Time, such Dissenting Shares each option to acquire shares of Atlantic Common Stock (an “Atlantic Stock Option”) issued pursuant to Atlantic’s equity-based compensation plans identified in Section 2.28(a) of the Disclosure Schedule (the “Atlantic Stock Plans”), whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall no longer be outstanding become fully vested and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted automatically into and to have become exchangeable for, the right to receive a cash payment from Ameris or Ameris Bank (the Merger Consideration, without any interest thereon, “Cash-Out Amount”) in accordance with an amount equal to the applicable provisions of this Agreement. HCBF shall give CenterState product of: (i) prompt notice the excess, if any, of any written notices to the Merger Consideration Price over the exercise dissenters’ rights in respect price of any shares of HCBF Common Stock, attempted withdrawals of each such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights Atlantic Stock Option; and (ii) the opportunity number of shares of Atlantic Common Stock subject to participate in negotiations and proceedings with respect such Atlantic Stock Option to demands for fair value under the FBCAextent not previously exercised. HCBF shall not, except with After the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settleEffective Time, any such demand for paymentcancelled Atlantic Stock Option shall no longer be exercisable by the former holder thereof, but shall only entitle the holder to the payment of the Cash-Out Amount, without interest. Any portion In the event the exercise price per share of Atlantic Common Stock subject to an Atlantic Stock Option is equal to or greater than the Merger Consideration made available to Price, such Atlantic Stock Option shall be cancelled without consideration and have no further force or effect. For purposes of this Agreement, the term “Merger Consideration Price” means the sum of: (x) the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Ratio multiplied by the Average Ameris Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demandPrice; and (y) $1.39.

Merger Consideration. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any further action on the part of NCIC Merger Sub, NCIC or the Parties or any shareholder holders of HCBFNCIC Common Shares: (a) Each of the NCIC Common Shares issued and outstanding immediately prior to the Effective Time that are listed on Annex A, which NCIC Common Shares are owned by ES, DH or certain of their affiliates and by Xxxx Xxxxxx (such shares the "Excluded NCIC Shares"), shall remain outstanding as a validly issued, fully paid and nonassessable share of CenterState common stock, par value $0.01 per share, of the Surviving Company (a "Surviving Company Common Share"). (b) Each NCIC Common Share issued and outstanding immediately prior to the Effective Time, other than Excluded NCIC Shares and Dissenting NCIC Shares, automatically shall be converted into the right to receive an amount in cash per share equal to the sum of (i) $2.30 plus (ii) their "pro rata share" of the value of the Combined MHGC Shares (or upon an NCIC Distribution Election, their pro rata share of the number of Combined MHGC Shares), less (iii) the Per Share Transaction Expenses (such sum, the "Merger Consideration"). All such NCIC Common Shares, when so converted, shall no longer be outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of an NCIC Common Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor in accordance with Section 2.5, without interest. For the purposes hereof, the "pro rata share" of the value of the Combined MHGC Shares shall equal (i) for each NCIC Common Share other than an Excluded NCIC Share, an amount equal to one (1) divided by the total number of Outstanding NCIC Common Shares, multiplied by the total number of Combined MHGC Shares and then multiplied by the average price per share of the MHGC Common Stock that is sold in the Sale. For purposes hereof, the "pro rata share" of the number of Combined MHGC Shares shall equal (i) for each NCIC Common Share other than an Excluded NCIC Share, an amount equal to one (1) divided by the total number of Outstanding NCIC Common Shares, multiplied by the total number of Combined MHGC Shares. For the purposes hereof, "Per Share Transaction Expenses" shall be an amount per share of NCIC Common Stock equal to the aggregate fees and expenses incurred in connection with the transactions contemplated hereby by NCIC, NSP, the NCIC Special Committee and the Purchaser Parties (including without limitation legal fees, premium and expenses incurred to obtain the policy contemplated by Section 6.6(d) to the extent in excess of $550,000, and including all the fees or expenses to be paid by NCIC, NSP or the NCIC Special Committee to obtain the Fairness Opinion referred to in Section 7.3(d) to the extent in excess of the amount set forth in Annex D) divided by the total number of Outstanding NCIC Common Shares and LP Units outstanding, provided that, the legal fees to be paid to the law firms listed on Annex C shall not exceed the amounts listed next to their names on such Annex. (c) Each share of common stock, par value $0.01 per share, of NCIC Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding following be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Effective Time and shall be unchanged by the MergerSurviving Company. (bd) Each share of HCBF NCIC Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts Share issued and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time that is owned by any wholly owned Subsidiary of NCIC, NCIC Merger Sub or Partnership Merger Sub shall automatically be cancelled canceled and retired at the Effective Time without any conversion thereofand shall cease to exist, and no payment shall be made with respect thereto. (c) Each share of HCBF Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in this Article II, into the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). (d) Notwithstanding anything in this Agreement to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demand.

Merger Consideration. Subject to the provisions terms and conditions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of HCBF: (a) Each each share of CenterState Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF RYFL Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, shares held as treasury stock of RYFL, and shares described held directly or indirectly by FNWD, except shares held in Section 2.01(b))a fiduciary capacity or in satisfaction of a debt previously contracted, if any; collectively, the “Exempt RYFL Stock”) shall become and be converted, in accordance with the procedures set forth in this Article II, converted into the right to receive in accordance with this Article II, at the election of the holder thereof, either (or a combination of): (i) 0.675 0.4609 shares of CenterState Common Stock FNWD common stock (the AGREEMENT AND PLAN OF MERGER PAGE 4 “Per Share Exchange Ratio”) (as adjusted in accordance with the terms of this Agreement), without par value (the stock consideration to be paid in the Merger is referred to herein as the “Stock Consideration”), and or (ii) a $20.14 in cash amount equal (the cash consideration to $1.925 plus any cash dividends payable with respect be paid in the Merger is referred to shares of the CenterState Common Stock that are payable to CenterState shareholders of record herein as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together ”) (with the Per Share Stock Consideration, Consideration and the Cash Consideration collectively referred to herein as the “Merger Consideration”). (d) Notwithstanding anything in ; provided that, notwithstanding any other provision of this Agreement to the contrary, the RYFL shareholders owning less than 101 shares of HCBF RYFL Common Stock that are as of the Effective Time (the “Odd-Lot Holders”) will only be entitled to receive $20.14 per share in cash, will not be entitled to make an election with respect to the Merger Consideration in accordance with the terms hereof, and will not be entitled to receive any of the Stock Consideration; provided further that, in the aggregate, sixty-five percent (65%) of RYFL’s Common Stock issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting SharesStock Conversion Number”), shall not ) will be converted into or be exchangeable and exchanged for the right Stock Consideration and, that in the aggregate, thirty-five percent (35%) of RYFL’s Common Stock issued and outstanding immediately prior to receive the Merger Consideration, but instead Effective Time (the holder of such Dissenting Shares (hereinafter called a “Dissenting ShareholderCash Conversion Number”) shall will be entitled to payment of converted and exchanged for the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Cash Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demand.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Parties Company or any shareholder of HCBFthe Company or Merger Sub: (a) Each share of CenterState Common Stock common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following be converted into one validly issued, fully paid, and nonassessable share of common stock, par value $0.01 per share of the Effective Time and shall be unchanged by the MergerSurviving Corporation. (b) Each share of HCBF Company Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) Treasury Stock immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Company Common Stock owned by any wholly owned Subsidiary of the Company or by any wholly owned Subsidiary of Buyer (other than Merger Sub), in each case, other than shares held in a fiduciary capacity (including custodial or agency), shall remain outstanding as shares of the Surviving Company, and no cash or other consideration shall be delivered in exchange therefor. (d) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock Treasury Stock and shares described referred to in Section 2.01(b2.1(c))) shall become and be converted into, shall be converted, as provided in accordance with and subject to the procedures limitations set forth in this Article IIAgreement, into the right to receive in cash $21.00 (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). The Merger Consideration shall be payable to the holder thereof, in each case without interest and less applicable Tax withholdings, if any, upon surrender of the certificate formerly representing such share of the Company Common Stock and such other documents as Buyer reasonably may require in accordance with Section 2.3. (de) Notwithstanding anything in this Agreement In addition to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead Buyer shall pay or cause to be paid together with the holder of such Dissenting Shares Merger Consideration (hereinafter called a “Dissenting Shareholder”i) shall be entitled to payment of the fair value of such shares any regular quarterly dividend declared in accordance with the provisions of Sections 607.1301 to 607.1333 Section 5.1(c) but unpaid as of the FBCA (and at the Effective TimeClosing Date, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease with respect to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value each share of such shares of HCBF Company Common Stock under issued and outstanding on the record date for such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights dividend; and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent an amount per share of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available Company Common Stock equal to the Exchange Agent pursuant product of $0.001 multiplied by the number of days from but not including the record date for the most recent regular quarterly dividend declared in accordance with Section 5.1(c) and paid prior to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demandthe Closing Date through and including the Closing Date.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of HCBFSCB: (a) Each share of CenterState SMBK Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF SCB Common Stock owned directly by CenterStateSMBK, HCBF SCB, or any of their respective wholly owned Subsidiaries (other than shares in trust accounts, managed accounts accounts, and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect theretothereto (the “SCB Cancelled Shares”). (c) Each share Holders of HCBF shares of SCB Common Stock issued shall have such rights to dissent from the Merger and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in this Article II, into the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares obtain payment of the CenterState Common Stock that fair value of their shares as are payable afforded to CenterState shareholders of record as of any date on or after the Closing Date, regardless such Person by Chapter 23 of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). (d) TBCA. Notwithstanding anything in this Agreement to the contrary, all shares of HCBF SCB Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 Chapter 23 of the FBCA (the “Dissenting Shares”)TBCA, shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of Sections 607.1301 to 607.1333 of the FBCA TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existexist and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the TBCA and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF SCB Common Stock under such the applicable provisions of the FBCATBCA. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCATBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, for the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF SCB shall give CenterState SMBK (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF SCB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA TBCA and received by HCBF SCB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCATBCA. HCBF SCB shall not, except with the prior written consent of CenterStateSMBK, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF SCB Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState SMBK upon demand. (d) Each share of SCB Stock (excluding Dissenting Shares and SCB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive the following: (i) each share of SCB Stock held by an SCB Shareholder who owns 20,000 or more shares of SCB Stock will be converted into .4116 of a share of SMBK Common Stock (the “Per Share Stock Consideration”); and (ii) each share of SCB Stock held by a Holder who owns fewer than 20,000 shares of SCB Stock will be converted into the right to receive, at the election of such Holder, either (A) the Per Share Stock Consideration, or (B) an amount of cash equal to the Per Share Stock Consideration multiplied by the SMBK Average Stock Price (the “Per Share Cash Consideration”), provided, however, that if such Holder does not return a Letter of Transmittal electing to receive the Per Share Stock Consideration within thirty (30) days of the Closing Date, each such share of SCB Stock shall only represent the right to receive the Per Share Cash Consideration. (e) If the Consolidated SCB Shareholders’ Equity, as finally determined pursuant to Section 5.23 of this Agreement, is less than the Minimum Equity Amount (the amount by which the Consolidated SCB Shareholders’ Equity is less than the Minimum Equity Amount, the “Equity Shortfall Amount”), the Per Share Stock Consideration and the Per Share Cash Consideration will be adjusted as follows: (i) the Per Share Stock Consideration shall be recalculated as an amount equal to the quotient of (A) the Transaction Value minus the Equity Shortfall, divided by (B) the product of the number of shares of SCB Stock outstanding multiplied by the SMBK Average Stock Price (such resulting amount, the “Recalculated Per Share Stock Consideration”); and (ii) the Per Share Cash Consideration shall be recalculated as an amount of cash equal to the Recalculated Per Share Stock Consideration multiplied by the SMBK Average Stock Price.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any further action on the part of the Parties parties or any shareholder of HCBFBFST or PBI: (a) A. Each share of CenterState BFST Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) B. Each share of HCBF PBI Common Stock owned directly by CenterStateBFST, HCBF PBI (including any treasury shares), or any of their respective wholly owned Subsidiaries (other than shares in trust accounts, managed accounts accounts, and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect theretothereto (the “PBI Cancelled Shares”). (c) C. Each share of HCBF PBI Common Stock (excluding Dissenting Shares and PBI Cancelled Shares) issued and outstanding immediately prior to at the Effective Time (other than Dissenting Shares, treasury stock shall cease to be outstanding and shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in terms of this Article II, into and exchanged for the right to receive (i) 0.675 1.745 shares of CenterState BFST Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). (d) D. Notwithstanding anything in this Agreement to the contrary, no fractional shares of HCBF BFST Common Stock that are and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger. In lieu of the issuance of any such fractional shares, BFST shall pay or cause to be paid to each former holder of PBI Common Stock otherwise entitled to receive such fractional share an amount of cash (without interest and outstanding immediately prior rounded to the Effective Time and which are held nearest whole cent) determined by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState multiplying (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received Average Quoted Price by HCBF relating to dissenters’ rights and (ii) the opportunity fraction of a share of BFST Common Stock which such holder would otherwise be entitled to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent receive pursuant to this Article II Section 2.06, rounded to pay for shares the nearest one hundredth of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demanda share.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of HCBFCompany: (a) Each share of CenterState Purchaser Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF Company Common Stock owned directly by CenterStatePurchaser, HCBF Company (including treasury shares) or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)) or Dissenting Shares), shall be converted, in accordance with the procedures set forth in this Article II, into the right to receive (i) 0.675 the number of shares of CenterState Purchaser Common Stock that is equal to the Exchange Ratio (the “Per Share Stock Consideration”, also referred to herein in an aggregate consideration amount as the “Merger Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively2.04; provided, however, that in the “Per Share Cash Consideration” andevent the conditions set forth in Section 6.03(g) of this Agreement are not satisfied, together with Purchaser shall have the option to adjust the Exchange Ratio and the Per Share Stock ConsiderationConsideration downward by an amount that with Company’s good faith agreement with the calculation takes into account and is reflective of the overall shortfall between the Company Consolidated Tangible Shareholders’ Equity and the Company Target Consolidated Tangible Shareholders’ Equity and waive the satisfaction of such condition set forth in Section 6.03(g) herein. At least ten (10) days prior to the Closing Date, the “Merger Consideration”)Company and Purchaser shall agree on a schedule setting forth the expected Company Consolidated Tangible Shareholders’ Equity amount as of the Closing Date. (d) Notwithstanding anything contained in this Agreement or elsewhere to the contrary, shares any holder of HCBF an outstanding share of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by seeks relief as a dissenting shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 under Section §607.1302 of the FBCA shall thereafter have only such rights (and shall have such obligations) as are provided therein, and the “Dissenting Shares”), Purchaser shall not be converted into or be exchangeable for required to deliver only such cash payments to which the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares are entitled pursuant to Section §607.1302 of the FBCA. Company shall (hereinafter called a “Dissenting Shareholder”i) shall be entitled to give Purchaser prompt notice upon receipt by Company of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law, and (ii) the opportunity to participate in accordance and direct all negotiations and proceedings with the provisions respect to any such demands or notices. If any holder of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until forfeit such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, payment of the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions Section §607.1302 of the FBCA, each such holder’s Dissenting Share Shares shall thereupon be deemed to have been converted as of the Effective Time into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demandinterest.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of HCBFPFG: (a) Each share of CenterState SMBK Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF PFG Common Stock owned directly by CenterStateSMBK, HCBF PFG, or any of their respective wholly owned Subsidiaries (other than shares in trust accounts, managed accounts accounts, and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect theretothereto (the “PFG Cancelled Shares”). (c) Each share Holders of HCBF shares of PFG Common Stock issued shall have such rights to dissent from the Merger and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in this Article II, into the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares obtain payment of the CenterState Common Stock that fair value of their shares as are payable afforded to CenterState shareholders of record as of any date on or after the Closing Date, regardless such Person by Chapter 23 of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). (d) TBCA. Notwithstanding anything in this Agreement to the contrary, all shares of HCBF PFG Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 Chapter 23 of the FBCA (the “Dissenting Shares”)TBCA, shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of Sections 607.1301 to 607.1333 of the FBCA TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existexist and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the TBCA and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF PFG Common Stock under such the applicable provisions of the FBCATBCA. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCATBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, for the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF PFG shall give CenterState SMBK (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF PFG Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA TBCA and received by HCBF PFG relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCATBCA. HCBF PFG shall not, except with the prior written consent of CenterStateSMBK, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF PFG Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState SMBK upon demand. (d) Each share of PFG Stock (excluding Dissenting Shares and PFG Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive (i) an amount of cash equal to the Per Share Cash Consideration and (ii) a number of shares of SMBK Common Stock equal to the Per Share Stock Consideration, where:

Merger Consideration. Subject to the provisions As of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties Acquisition, J&C, or any shareholder of HCBFNELX: (a) Each share of CenterState J&C Common Stock that is Stock, issued and outstanding immediately prior to the Effective Time will be converted, without any action on the part of the holders thereof (the "Shareholders"), into its proportionate share of 25,000,000 shares of the common stock, par value $.0001 per share, of NELX ("NELX Common Stock"); provided that no fractional shares of NELX Common Stock shall remain outstanding be delivered (and the number of shares of NELX Common Stock to be delivered to any Shareholder shall be rounded down to the nearest whole number) and the Shareholders shall not be entitled to cash in lieu of fractional shares; provided further that no more than an aggregate of 25,000,000 shares of NELX Common Stock shall be issued or issuable at the Effective Time pursuant to the Merger. Immediately following the Effective Time Time, the Shareholders shall deliver to NELX the certificates representing the J&C Common Stock, and NELX shall cause NELX's transfer agent to deliver to the Shareholders certificates representing the NELX Common Stock in accordance with Exhibit A hereto. The NELX Common Stock issued pursuant to this Section 3.1(a) shall be unchanged duly authorized, fully paid and non-assessable. All shares of NELX Common Stock issued in accordance with Section 3.1 shall be deemed to be in full satisfaction of all rights pertaining to shares of J&C Common Stock held by the MergerShareholders. The Shareholders shall have no right to transfer or assign the right to receive the NELX Common Stock prior to the issuance thereof. (b) Each share of HCBF Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Acquisition Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), shall will be converted, in accordance with without any action on the procedures set forth in this Article IIpart of the holder thereof, into the right to receive one (i1) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”)duly and validly issued, fully paid and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares non-assessable share of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Datecommon stock, regardless par value $.01 per share, of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”)Surviving Corporation. (d) Notwithstanding anything in this Agreement to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demand.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties Buyer, Buyer Bank, Company Bank, Company or any shareholder stockholder of HCBFCompany: (a) Each share of CenterState Buyer Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF Company Common Stock owned directly by CenterStateBuyer, HCBF Company or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), ) above) shall automatically and without any further action on the part of the Holder thereof be converted, in accordance with the procedures set forth in this Article II, converted into the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), per share Merger Consideration and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”)of Buyer Common Stock. (d) Notwithstanding anything in this Agreement to the contrary, shares Each share of HCBF Common Company Stock that are issued and outstanding immediately prior to the Effective Time and Time, the Holder of which are held by a shareholder who did has not vote voted in favor of nor consented in writing to the approval of the Merger (or consent thereto in writing) and who is entitled to demand and has properly demands perfected such Holder’s dissenter’s rights of appraisal by following the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 exact procedure required by Section 262 of the FBCA (the DGCL is referred to herein as a “Dissenting Shares”), Share.” Each Dissenting Share shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, but instead Consideration pursuant to this Article II and shall be entitled only to such rights as are available to such Holder pursuant to the holder applicable provisions of such the DGCL. Each Holder of Dissenting Shares (hereinafter called a “Dissenting ShareholderStockholder”) shall be entitled to payment of receive the fair value of such shares Dissenting Shares held by the Dissenting Stockholder in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such applicable provisions of the FBCADGCL; provided, such Holder complies with the procedures contemplated by and set forth in the applicable provisions of the DGCL. If any Dissenting Shareholder Stockholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCADGCL, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the per share Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demand.

Merger Consideration. The aggregate consideration to be paid in the Merger (the "Merger Consideration") shall consist of (a) a cash payment to Xxxxx Xxxxxxx, as a stockholder of Hotpaper, in an amount equal to Seven Hundred Fifty Thousand Dollars ($750,000) (the "Cash Payment") and (b) an issuance to the Hotpaper stockholders of the number of shares of GOAM Common Stock which when multiplied by the average closing price of such GOAM Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the third day prior to the Closing Date (the "Average Closing Price") shall have a market value equal to $9,250,000 minus that number of shares that would have been allocated pursuant to this Section 1.4 to the Dissenting Stockholders (as defined in Section 2.1(d) below) had they not exercised their dissenter's rights under the DGCL or the CGCL (as defined in Section 2.1(d)) (the "Merger Shares"). Subject to prior delivery to GOAM from Xxxxx Xxxxxxx of the provisions of this Agreement, at certificate or certificates which immediately prior to the Effective Time, automatically by virtue Time of the Merger represent all of the issued and without any action outstanding shares of capital stock of Hotpaper held in his name, the Cash Payment shall be delivered on the part Closing Date via wire transfer to an account designated in writing by Xxxxx Xxxxxxx. Except as set forth in Section 2.1(d) and subject to Section 2.3, each holder of capital stock of Hotpaper shall receive that number of Merger Shares as constitutes such stockholder's pro rata portion thereof. Each Hotpaper stockholder's pro rata portion of the Parties or any shareholder Merger Shares shall be calculated by multiplying the number of HCBF: shares of capital stock of Hotpaper held of record by that stockholder (a) Each share of CenterState on an as converted to Common Stock that is issued basis and, with respect to Xxxxx Xxxxxxx, after deducting the portion of such shares of capital stock for which he received the Cash Payment) (the "Xxxxxxx Shares") by the quotient obtained by dividing the aggregate number of Merger Shares by the number of shares of capital stock of Hotpaper (on an as converted to Common Stock basis and after deducting the Xxxxxxx Shares) outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of HCBF Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of HCBF Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in this Article II, into the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). (d) Notwithstanding anything in this Agreement to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”"Conversion Ratio"), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of HCBF Common Stock under such provisions of the FBCA. If any Dissenting Shareholder shall effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. HCBF shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of HCBF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by HCBF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. HCBF shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of HCBF Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demand.