Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger and the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation. (b) As of the date hereof, HCBF has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF CenterState or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF CenterState of this Agreement or to consummate the transactions contemplated by this Agreement, including the Bank Merger, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”)Requisite CenterState Shareholder Approval, (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus Statement and the Registration Statement filing and declaration of effectiveness of the Registration StatementForm S-4, (iv) the filing of the Articles of Merger contemplated by Section 1.05(a) and the filing of documents with the FDIC, the OCC, applicable Governmental Authoritiesstate banking agencies, the Department of State of the State of Florida and the Secretary of State of the State of Florida to cause the Bank Merger to become effective effective, (v) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF CenterState Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF CenterState do not and will not not, (1) constitute a breach or violation of, or a default under, the articles of incorporation, incorporation and bylaws or similar governing documents of HCBF or any of its respective SubsidiariesCenterState, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF CenterState or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict withviolate, result in a breach or violation of any provision of, of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation termination of any Lien under, result in or a right of termination or cancellation under, accelerate the acceleration performance required by, or result in the creation of any right Lien upon any of the respective properties or obligation under assets of CenterState or any permitof its Subsidiaries under, licenseany of the terms, credit agreement, indenture, loan, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF to which CenterState or any of its Subsidiaries is a party, or to by which HCBF they or any of its Subsidiaries, or their respective properties or assets is subject or may be bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation. (b) . As of the date hereof, HCBF has no Knowledge CenterState is not aware of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) and other necessary consents and approvals will not be received in customary time frames from order to permit consummation of the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposedMerger and Bank Merger on a timely basis.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority Authority, Self-Regulatory Organization or with any third party are required to be made or obtained by HCBF the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF the Acquiror and MergerCo of this Agreement Agreement, or to consummate the transactions contemplated by this AgreementMerger, except as may be required for (iA) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, those required under the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations HSR Act; (each, an “SRO”), (iiB) filings of applications or notices with, and consents, approvals or waivers by with the FRBCSE, the FDIC NASD and applicable state banking agencies, the Office other Previously Disclosed securities licensing or supervising authorities; (C) approval of the Comptroller CSE and consents of national securities exchanges for the Currency transfer of ownership of seats or membership; (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iiiD) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, ; (ivE) approval of the listing on the NASDAQ/NMS of the shares of Acquiror Common Stock to be issued as Merger Consideration; and (F) the filing of the Articles of Merger and the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida Minnesota pursuant to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance MBCA. As of the shares date hereof, the Acquiror is not aware of CenterState Common Stock pursuant any reason why the approvals of all Governmental Authorities or Self-Regulatory Organizations necessary to this Agreement and approval permit consummation of listing of such CenterState Common Stock on the NASDAQ. transactions contemplated hereby will not be received. (2) Subject only to the receipt of the regulatory approvals referred to in Section 4.4(d)(1), the preceding sentence expiration of applicable waiting periods and the Requisite HCBF Shareholder Approvalmaking of all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination (with or without the giving of notice, passage of time or both) under, any law, rule or regulation or any judgment, decree, order, governmental or nongovernmental permit or license, or Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation, incorporation or bylaws (or similar governing documents documents) of HCBF the Acquiror or any of its respective Subsidiaries, or (2C) violate require any statute, code, ordinanceconsent or approval under any such law, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement governmental permit or other instrument license or obligationContract. (b) As of the date hereof, HCBF has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF SWGB or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF SWGB of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office Georgia Department of Financial Regulation Banking and Finance (the “FOFRGDBF”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the OCCFRB, FDIC, the OCC or other applicable Governmental Authorities, and the Secretary of State of the State of Florida Georgia to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF SWGB Shareholder ApprovalApproval and as set forth on SWGB Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF SWGB do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF SWGB or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF SWGB or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on SWGB or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF SWGB or any of its Subsidiaries or to which HCBF SWGB or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, except as would not reasonably be expected to have a material adverse impact on SWGB or result in a material financial penalty. (b) As of the date hereof, HCBF SWGB has no Knowledge of any reason reason, with respect to SWGB, (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents consents, approvals, orders or approvals authorizations of, or waivers by, or filings or registrations with, or notices to, any Governmental Authority are required to be made or obtained by HCBF Enterprise, EB&T or any of its Subsidiaries other Enterprise Subsidiary in connection with the execution, delivery or and performance by HCBF Enterprise and EB&T of this Agreement Agreement, and each other agreement or document contemplated hereby to consummate which Enterprise or EB&T is a party, and the consummation by Enterprise and EB&T of the transactions contemplated by this Agreementhereby and thereby (including the Merger and Bank Merger), except as may be required for (ia) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and the receipt of consents, approvals or waivers by from, the FRB, the FDIC FRBank, FDIC, Missouri Division of Finance and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”)DFPI, (iiib) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and the declaration of effectiveness of the Registration Statement, (ivc) as may be required under the Exchange Act, (d) the filing approval of the Articles listing of Merger and Enterprise Common Stock on Nasdaq (or other Trading Market on which the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (vEnterprise Common Stock is then listed or quoted) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Enterprise Common Stock pursuant to this Agreement Agreement, and approval (e) the filing of listing the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of such CenterState Common Stock on Certificate of Merger, certified by the NASDAQ. Subject Secretary of State of the State of Delaware, with the Secretary of State of the State of California and the DFPI pursuant to the receipt of the approvals referred to in the preceding sentence CGCL and the Requisite HCBF Shareholder ApprovalCFC (collectively, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation. (b) “Regulatory Approvals”). As of the date hereof, HCBF Enterprise has no Knowledge of any reason that (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement made or obtained or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by HCBF the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF the Acquiror of this Agreement or the Stock Option Agreement or to consummate the Merger or the other transactions contemplated by this Agreement, hereby except as may be required for (iA) filings the filing of applications and notices withnotices, and receipt of consentsas applicable, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause Federal Reserve System and the NCCOB with respect to the Merger; (i), the “Regulatory Approvals”), (iiiB) the filing with of a notification, and expiration of the related waiting period under the HSR Act, (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Merger; (D) the filing and declaration of effectiveness by the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, ; (ivE) the filing of the Articles articles of Merger and the filing of documents merger with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida North Carolina pursuant to cause the NCBCA; (F) approval by the Minister of Finance and the Office of the Superintendent of Financial Institutions under the Bank Merger to become effective Act (Canada), and (vG) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of CenterState Acquiror Common Stock pursuant in the Merger. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to this Agreement and approval permit consummation of listing the transactions contemplated hereby will not be received without the imposition of such CenterState Common Stock on the NASDAQ. a condition or requirement described in Section 7.01(b). (2) Subject to the receipt of the approvals regulatory approvals, and expiration of the waiting periods, referred to in the preceding sentence paragraph and the Requisite HCBF Shareholder Approvalmaking of all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws incorporation or by-laws (or similar governing documents documents) of HCBF the Acquiror or any of its respective Subsidiaries, or (2C) violate require any statute, code, ordinanceconsent or approval under any such law, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, contract, franchise, agreement or other instrument or obligation. (b) As of the date hereof, HCBF has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF HSBI or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF HSBI of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, FINRA, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agenciesFDIC, the Office Mississippi Department of the Comptroller of the Currency Banking and Consumer Finance (the “OCCMDBCF”), the Florida Office Georgia Department of Financial Regulation Banking and Finance (the “FOFRGDBF”) ), and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.05(a) and the filing of documents with the OCCFRB, the FDIC, the MDBCF, the GDBF, or other applicable Governmental Authorities, the Secretary of State of the State of Mississippi, and the Secretary of State of the State of Florida Georgia to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement (the “FBMS Common Stock Issuance”) and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF HSBI Shareholder ApprovalApproval and as set forth on HSBI Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF HSBI do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF HSBI or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF HSBI or any of its respective Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on HSBI or could reasonably be expected to result in a financial obligation or penalty) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF HSBI or any of its Subsidiaries or to which HCBF HSBI or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, except with respect to clauses (3) and (4), as would not reasonably be expected to have a Material Adverse Effect on HSBI. (b) As of the date hereof, HCBF HSBI has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF DBI or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF DBI of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agenciesFDIC, the Office of the Comptroller of the Currency (the “OCC”), and applicable state banking agencies, the Florida Office Wisconsin Department of Financial Regulation (the “FOFR”) Institutions and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Joint Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the FDIC, the OCC, the WDFI-Banking or other applicable Governmental Authorities, and the Secretary of State of the State of Florida Authorities to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState BFC Common Stock pursuant to this Agreement (the “BFC Common Stock Issuance”) and approval of listing of such CenterState BFC Common Stock on the NASDAQTrading Market. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF DBI Shareholder ApprovalApproval and as set forth on DBI Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF DBI do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF DBI or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF DBI or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on DBI or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF DBI or any of its Subsidiaries or to which HCBF DBI or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationobligation that would have a material impact on DBI or result in a material financial penalty. (b) As of the date hereof, HCBF DBI has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by HCBF A.G. Edwards or any of its Subsidiaries xxx xx xxx Xubsidiaries in connection with the execution, delivery or performance by HCBF A.G. Edwards of this Agreement xxxx Xxxxxxxnt or to consummate the transactions contemplated by this AgreementMerger, except as may be required for (iA) filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of related waiting periods required by, foreign, federal and state banking authorities, including applications and notices under the BHC Act and HOLA, (B) filing of notices, and expiration of the related waiting periods, under the HSR Act or applicable foreign antitrust laws, (C) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions approvals or nonobjections from, the SEC, NASDAQNYSE, foreign and state securities authorities, the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc.Inc. (“NASD”), the Commodities and Futures Trading Commission (“CFTC”), applicable securities, commodities and futures exchanges, state insurance authorities, the Financial Services Authority (“FSA”) and other industry self-regulatory organizations (each, an “SRO”)organizations, (iiD) filings filing of applications or notices withthe Registration Statement and Proxy Statement with the SEC, and consents, approvals or waivers declaration by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement’s effectiveness under the Securities Act, (ivE) the filing of the Articles of Merger and the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQ. Subject to the receipt of the Requisite A.G. Edwards Votx, xxx (X) xiling of the Certificate of Merger. (2) Subject to receipt of the consents and approvals referred to in the preceding sentence paragraph, and the Requisite HCBF Shareholder Approvalexpiration of related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of A.G. Edwards or xx xxx xx xxs Subsidiaries or to which A.G. Edwards or xxx xx xxx Xubsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles Constituent Documents of incorporation, bylaws A.G. Edwards or similar governing documents of HCBF xxx xx xxx Xubsidiaries or (C) require any of its respective Subsidiaries, (2) violate consent or approval under any statute, code, ordinancelaw, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, contract, franchise, agreement or other instrument or obligation. (b3) As of the date hereofof this Agreement, HCBF has no Knowledge of A.G. Edwards is xxx xxxxx xx any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) necessary regulatory approvals and consents will not be received in customary time frames from order to permit consummation of the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposedMerger on a timely basis.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF FFB or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF FFB of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the OCCFRB, FDIC, the OCC or other applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF FFB Shareholder ApprovalApproval and as set forth on FFB Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF FFB do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF FFB or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF FFB or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on FFB or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF FFB or any of its Subsidiaries or to which HCBF FFB or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, except as would not reasonably be expected to have a material adverse impact on FFB or result in a material financial penalty. (b) As of the date hereof, HCBF FFB has no Knowledge of any reason reason, with respect to FFB, (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF SSNF or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF SSNF of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.05(a) and the filing of documents with the FDIC, the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF SSNF Shareholder ApprovalApproval and as set forth on SSNF Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF SSNF do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF SSNF or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF SSNF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on SSNF or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF SSNF or any of its Subsidiaries or to which HCBF SSNF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationobligation that would have a material impact on SSNF or result in a material financial penalty. (b) As of the date hereof, HCBF SSNF has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF TB or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF TB of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agenciesFDIC, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office Wisconsin Department of Financial Regulation (the “FOFR”) Institutions – Division of Banking and other applicable state banking agencies, and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the FDIC, the OCC, the Wisconsin Department of Financial Institutions – Division of Banking or other applicable Governmental Authorities, and the Secretary of State of the State of Florida Authorities to cause the Bank Merger to become effective effective; and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState BFC Common Stock pursuant to this Agreement and approval of listing of such CenterState BFC Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF TB Shareholder Approval, and except as set forth on Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF TB do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF TB or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF TB or any of its Subsidiaries, or any of their respective properties or assets, (3) contravene, conflict with, with or result in a the violation or breach or violation of any provision of, or give any Person the loss of right to declare a default or exercise any benefit remedy under, or a default (to accelerate the maturity or an event which, with or without notice or lapse of timeperformance of, or bothto cancel, terminate or modify any, or which would constitute a default) under, result in the creation of any material Lien upon, or with respect to any of the assets owned or used by TB or its Subsidiaries under, result any Material Contract, except (in the case of this clause (3)) for such contraventions, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF Material Adverse Effect on TB or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationobligation that would have a material impact on TB or result in a material financial penalty. (b) As of the date hereof, HCBF TB has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents consents, approvals, orders or approvals authorizations of, or waivers by, or filings or registrations with, or notices to, any Governmental Authority are required to be made or obtained by HCBF Enterprise, EB&T or any of its Subsidiaries other Enterprise Subsidiary in connection with the execution, delivery or and performance by HCBF Enterprise and EB&T of this Agreement Agreement, and each other agreement or document contemplated hereby to consummate which Enterprise or EB&T is a party, and the consummation by Enterprise and EB&T of the transactions contemplated by this Agreementhereby and thereby (including the Merger and Bank Merger), except as may be required for (ia) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and the receipt of consents, approvals or waivers by from, the FRB, the FDIC FRBank, FDIC, Missouri Division of Finance and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”)CDBO, (iiib) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and the declaration of effectiveness of the Registration Statement, (ivc) as may be required under the Exchange Act, (d) the filing approval of the Articles listing of Merger and Enterprise Common Stock on Nasdaq (or other Trading Market on which the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (vEnterprise Common Stock is then listed or quoted) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Enterprise Common Stock pursuant to this Agreement Agreement, and approval (e) the filing of listing the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of such CenterState Common Stock on Certificate of Merger, certified by the NASDAQ. Subject Secretary of State of the State of Delaware, with the Secretary of State of the State of California and the CDBO pursuant to the receipt of the approvals referred to in the preceding sentence CGCL and the Requisite HCBF Shareholder ApprovalCFC (collectively, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation. (b) “Regulatory Approvals”). As of the date hereof, HCBF Enterprise has no Knowledge of any reason that (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement made or obtained or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF Company or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF Company and Company Bank of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agenciesFDIC, the Office of the Comptroller of the Currency (the “OCC”)Arkansas State Bank Department, the Florida Office of Financial Regulation (Regulation, the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval filing of or non-objection to such applications, filings and notices (taken together the Articles of Merger with the items listed in clause (i)Arkansas Secretary of State and the Florida Secretary of State, respectively, the “Regulatory Approvals”)filing of the Articles of Bank Merger with the Arkansas State Bank Department, (iii) and the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) compliance with the filing applicable requirements of the Articles of Merger and the filing of documents with the OCC, applicable Governmental AuthoritiesExchange Act, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Buyer Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQAgreement. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Company Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by HCBF Company and Company Bank do not and will not (1i) constitute a breach or violation of, or a default under, the articles Certificate of incorporationIncorporation, bylaws Bylaws or similar governing documents of HCBF Company, Company Bank, or any of its their respective Subsidiaries, (2ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF Company or any of its Subsidiaries, or any of their respective properties or assets, (3iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF Company or any of its Subsidiaries or to which HCBF Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses ‎(iii) and ‎(iv), as would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank. (b) As of the date hereof, HCBF Company has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section ‎ ‎Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF Buyer and Buyer Bank of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agenciesOCC, the FDIC, the Florida Office of Financial Regulation, Maryland Office of the Comptroller Commissioner of Financial Regulation, the filing of the Currency (Articles of Merger with the “OCC”)Maryland Secretary of State and the Florida Secretary of State, respectively, the filing or issuance of the articles of combination with or by the Florida Secretary of State, the Florida Office of Financial Regulation (and the “FOFR”) OCC, respectively, and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) Statement and compliance with the filing applicable requirements of the Articles of Merger and the filing of documents with the OCC, applicable Governmental AuthoritiesExchange Act, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Buyer Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQAgreement. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Shareholder Approvalsentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by HCBF Buyer and Buyer Bank do not and will not (1i) constitute a breach or violation of, or a default under, the articles of incorporationBuyer Articles, bylaws Buyer Bylaws or similar governing documents of HCBF Buyer, Buyer Bank, or any of its their respective Subsidiaries, (2ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF Buyer or any of its Subsidiaries, or any of their respective properties or assets, (3iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF Buyer or any of its Subsidiaries or to which HCBF Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have, a Material Adverse Effect on Buyer. (b) As of the date hereofof this Agreement, HCBF Buyer has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF LBC or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF LBC of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office Georgia Department of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) Banking and Finance and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the OCCFDIC, applicable Governmental Authorities, and the Secretary of State of the State of Florida Georgia or other applicable Governmental Authorities to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState CBAN Common Stock pursuant to this Agreement and approval of listing of such CenterState CBAN Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF LBC Shareholder ApprovalApproval and as set forth on LBC Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF LBC do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF LBC or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF LBC or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on LBC or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF LBC or any of its Subsidiaries or to which HCBF LBC or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationobligation that would have a material impact on LBC or result in a material financial penalty. (b) As of the date hereof, HCBF LBC has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF HTB or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF HTB of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC FDIC, the OCC, and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office Wisconsin Department of Financial Regulation (the “FOFR”) Institutions and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the FDIC, the OCC, the WDFI-Banking or other applicable Governmental Authorities, and the Secretary of State of the State of Florida Authorities to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState BFC Common Stock pursuant to this Agreement (the “BFC Common Stock Issuance”) and approval of listing of such CenterState BFC Common Stock on the NASDAQTrading Market. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF HTB Shareholder ApprovalApproval and as set forth on HTB Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF HTB do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF HTB or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF HTB or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on HTB or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF HTB or any of its Subsidiaries or to which HCBF HTB or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, except as would not reasonably be expected to have a material adverse impact on HTB or result in a material financial penalty. (b) As of the date hereof, HCBF HTB has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF Company or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF Company and Company Bank of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agenciesFDIC, the Office of the Comptroller of the Currency (the “OCC”)Arkansas State Bank Department, the Florida Office of Financial Regulation (Regulation, the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval filing of or non-objection to such applications, filings and notices (taken together the Articles of Merger with the items listed in clause (i)Arkansas Secretary of State and the Florida Secretary of State, respectively, the “Regulatory Approvals”)filing of the Articles of Bank Merger with the Arkansas State Bank Department, (iii) and the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) compliance with the filing applicable requirements of the Articles of Merger and the filing of documents with the OCC, applicable Governmental AuthoritiesExchange Act, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Buyer Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQAgreement. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Company Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by HCBF Company and Company Bank do not and will not (1i) constitute a breach or violation of, or a default under, the articles Certificate of incorporationIncorporation, bylaws Bylaws or similar governing documents of HCBF Company, Company Bank, or any of its their respective Subsidiaries, (2ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF Company or any of its Subsidiaries, or any of their respective properties or assets, (3iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF Company or any of its Subsidiaries or to which HCBF Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have, a Material Adverse Effect on Company or Company Bank. (b) As of the date hereof, HCBF Company has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by HCBF it or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF it of this Agreement or to consummate the transactions contemplated by this Agreementhereby, except as may be required for (iA) filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of related waiting periods required by foreign, federal and state banking authorities, including applications and notices under the BHC Act, the Bank Merger Act, the Federal Reserve Act and the Illinois Banking Act, (B) filing of any required notices, and expiration of the related waiting period, under the HSR Act, (C) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions approvals or nonobjections from, the SEC, NASDAQ, SEC and state securities authorities, the Financial Industry Regulatory Authority, Inc.NASD, applicable securities, commodities securities exchanges and futures exchanges, and other industry self-regulatory organizations (eachorganizations, an “SRO”)the Small Business Administration and state insurance authorities, (iiD) filings filing of applications or notices withthe Registration Statement and Joint Proxy Statement with the SEC, and consents, approvals or waivers declaration by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Registration Statement-Prospectus and ’s effectiveness under the Registration Statement and declaration of effectiveness Securities Act, (E) receipt of the Registration Statementapplicable shareholder approvals described in Section 5.03(f), (ivF) the filing of the Illinois Articles of Merger and the filing Nevada Articles of documents with the OCC, applicable Governmental AuthoritiesMerger, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (vG) such filings and approvals as are required with applicable securities exchanges to be made or obtained under obtain the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to authorizations for listing contemplated by this Agreement and approval of listing of such CenterState Common Stock on the NASDAQ. Agreement. (2) Subject to the receipt of the consents and approvals referred to in the preceding sentence two paragraphs, and the Requisite HCBF Shareholder Approvalexpiration of related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1A) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF give rise to any Lien or any acceleration of its respective Subsidiariesremedies, (2) violate any statutepenalty, code, ordinance, rule, regulation, judgment, order, writ, decree increase in material benefit payable or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of under, any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Lawlaw, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indentureindenture or instrument of it or of any of its Subsidiaries or to which it or any of its Subsidiaries or properties is subject or bound, loan(B) constitute a breach or violation of, noteor a default under, bondits Constituent Documents or (C) require any consent or approval under any such law, mortgagerule, reciprocal easement regulation, judgment, decree, order, governmental permit or license, agreement, lease, indenture or instrument, concession, contract, franchise, agreement or other instrument or obligation. (b3) As of the date hereofof this Agreement, HCBF has no Knowledge it is not aware of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) necessary regulatory approvals and consents will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over order to permit consummation of the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposedhereby on a timely basis.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF SCSG or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF SCSG of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQNasdaq, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC FDIC, the OCC, and applicable state banking agencies, the Office Georgia Department of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) Banking and Finance and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing by CBAN with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida Georgia or other applicable Governmental Authorities to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState CBAN Common Stock pursuant to this Agreement (the “CBAN Common Stock Issuance”) and approval of listing of such CenterState CBAN Common Stock on the NASDAQNasdaq. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF SCSG Shareholder ApprovalApproval and as set forth on SCSG Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF SCSG do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF SCSG or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF SCSG or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on SCSG or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF SCSG or any of its Subsidiaries or to which HCBF SCSG or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationobligation that would have a material impact on SCSG or result in a material financial penalty. (b2) As of the date hereof, HCBF SCSG has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF FBMS of this Agreement or to consummate the transactions contemplated by this Agreement, including the Bank Merger, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”)Approvals, (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Statement – Prospectus and the Registration Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the Requisite FBMS Shareholder Approval, (iv) the filing of the Articles of Merger contemplated by Section 1.05(a) and the filing of documents with the OCCFRB, applicable Governmental Authoritiesstate banking agencies, and the Secretary of State of the State of Florida Mississippi to cause the Bank Merger to become effective effective, (v) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Shareholder Approvalsentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF FBMS do not and will not not, (1) constitute a breach or violation of, or a default under, the articles of incorporation, incorporation and bylaws or similar governing documents of HCBF FBMS or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF FBMS or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict withviolate, result in a breach or violation of any provision of, of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation termination of any Lien under, result in or a right of termination or cancellation under, accelerate the acceleration performance required by, or result in the creation of any right Lien upon any of the respective properties or obligation under assets of FBMS or any permitof its Subsidiaries under, licenseany of the terms, credit agreement, indenture, loan, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF to which FBMS or any of its Subsidiaries is a party, or to by which HCBF they or any of its Subsidiaries, or their respective properties or assets is subject or may be bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, order permit, license, credit agreementagreements, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation. , except with respect to clauses (b3) and (4), as would not reasonably be expected to have a Material Adverse Effect on FBMS. As of the date hereof, HCBF FBMS has no Knowledge of any reason reason, with respect to FBMS or its Subsidiaries, (i) why the Regulatory Approvals referred to in Section 6.01(b) and other necessary consents and approvals will not be received in customary time frames from order to permit consummation of the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or Merger and Bank Merger on a timely basis and (ii) why any a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF FPB or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF FPB of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the OCCFDIC, the OCC or other applicable Governmental Authorities, and the Secretary of State of the State of Florida Authorities to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF FPB Shareholder ApprovalApproval and as set forth on FPB Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF FPB do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF FPB or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF FPB or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on FPB or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF FPB or any of its Subsidiaries or to which HCBF FPB or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationobligation that would have a material impact on FPB or result in a material financial penalty. (b) As of the date hereof, HCBF FPB has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF PCB or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF PCB of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office Wisconsin Department of Financial Regulation (the “FOFR”) Institutions and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the FDIC, the Office of the Comptroller of the Currency (the “OCC”), the WDFI-Banking or other applicable Governmental Authorities, and the Secretary of State of the State of Florida Authorities to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState BFC Common Stock pursuant to this Agreement and approval of listing of such CenterState BFC Common Stock on the NASDAQTrading Market. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF PCB Shareholder ApprovalApproval and as set forth on PCB Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF PCB do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF PCB or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF PCB or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on PCB or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF PCB or any of its Subsidiaries or to which HCBF PCB or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationobligation that would have a material impact on PCB or result in a material financial penalty. (b) As of the date hereof, HCBF PCB has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF Company or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF Company and Company Bank of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agenciesOCC, the FDIC, the Florida Office of Financial Regulation, the Maryland Office of the Comptroller Commissioner of Financial Regulation, the filing of the Currency (Articles of Merger with the “OCC”)Maryland Secretary of State and the Florida Secretary of State, respectively, the filing or issuance of the articles of combination with or by the Florida Secretary of State, the Florida Office of Financial Regulation (and the “FOFR”) OCC, respectively, and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) compliance with the filing applicable requirements of the Articles of Merger and the filing of documents with the OCCExchange Act, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states and the approval of the listing of such Buyer Common Stock on NASDAQ in connection with the issuance of the shares of CenterState Buyer Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQAgreement. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Company Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by HCBF Company and Company Bank do not and will not (1i) constitute a breach or violation of, or a default under, the articles Articles of incorporationIncorporation, bylaws Bylaws or similar governing documents of HCBF Company, Company Bank, or any of its their respective Subsidiaries, (2ii) expect as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF Company or any of its Subsidiaries, or any of their respective properties or assets, (3iii) except as set forth in Company Disclosure Schedule 3.07(a), conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF Company or any of its Subsidiaries or to which HCBF Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have a Material Adverse Effect on Company. (b) As of the date hereof, HCBF Company has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF SSNF or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF SSNF of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “"SRO”"), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “"OCC”"), the Florida Office of Financial Regulation (the “"FOFR”") and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “"Regulatory Approvals”"), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.05(a) and the filing of documents with the FDIC, the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF SSNF Shareholder ApprovalApproval and as set forth on SSNF Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF SSNF do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF SSNF or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF SSNF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on SSNF or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF SSNF or any of its Subsidiaries or to which HCBF SSNF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationobligation that would have a material impact on SSNF or result in a material financial penalty. (b) As of the date hereof, HCBF SSNF has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a1) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by HCBF it or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF it of this Agreement and the Stock Option Agreement or to consummate the transactions contemplated by this AgreementMerger, except as may be for (A) filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of related waiting periods required for by foreign, federal and state banking authorities, including applications and notices under the BHC Act, the Bank Merger Act and the Federal Reserve Act and an application to the Alabama State Banking Department, (iB) filing of notices, and expiration of the related waiting period, under the HSR Act, (C) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions approvals or nonobjections from, the SEC, NASDAQ, SEC and state securities authorities, the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., applicable securities, commodities securities exchanges and futures exchanges, and other industry self-regulatory organizations (eachorganizations, an “SRO”)the Small Business Administration and state insurance authorities, (iiD) filings filing of applications or notices withthe Registration Statement and Joint Proxy Statement with the SEC, and consents, approvals or waivers declaration by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Registration Statement-Prospectus and 's effectiveness under the Registration Statement and declaration of effectiveness Securities Act, (E) receipt of the Registration Statementapplicable shareholder approvals described in Section 5.03(f), (ivF) the filing of the Articles of Merger and the filing Certificate of documents with the OCC, applicable Governmental AuthoritiesMerger, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (vG) such filings and approvals as are required with applicable securities exchanges to be made or obtained under obtain the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to authorizations for listing contemplated by this Agreement and approval of listing of such CenterState Common Stock on the NASDAQ. Agreement. (2) Subject to the receipt of the consents and approvals referred to in the preceding sentence paragraph, and the Requisite HCBF Shareholder Approvalexpiration of related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1A) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF give rise to any Lien or any acceleration of its respective Subsidiariesremedies, (2) violate any statutepenalty, code, ordinance, rule, regulation, judgment, order, writ, decree increase in material benefit payable or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of under, any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Lawlaw, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indentureindenture or instrument of it or of any of its Subsidiaries or to which it or any of its Subsidiaries or properties is subject or bound, loan(B) constitute a breach or violation of, noteor a default under, bondits Constituent Documents or (C) require any consent or approval under any such law, mortgagerule, reciprocal easement regulation, judgment, decree, order, governmental permit or license, agreement, lease, indenture or instrument, concession, contract, franchise, agreement or other instrument or obligation. (b3) As of the date hereofof this Agreement, HCBF has no Knowledge it is not aware of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) necessary regulatory approvals and consents will not be received in customary time frames from order to permit consummation of the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposedMerger on a timely basis.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF SWBS or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF SWBS of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation Alabama State Banking Department (the “FOFRASBD”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger and the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida Alabama to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF SWBS Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF SWBS do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF SWBS or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF SWBS or any of its Subsidiaries, or any of their respective properties or assets, (3) except as set forth in SWBS Disclosure Schedule 3.06(a), conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF SWBS or any of its Subsidiaries or to which HCBF SWBS or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation. (b) As of the date hereof, HCBF SWBS has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF BBI or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF BBI of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, non-objections from the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agenciesFDIC, the Office Mississippi Department of the Comptroller of the Currency Banking and Consumer Finance (the “OCCMDBCF”), the Florida Office of Financial Regulation (the “FOFR”) ), and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger contemplated by Section 1.05(a) and the filing of documents with the OCCFRB, the FDIC, the MDBCF, the FOFR, or other applicable Governmental Authorities, and the Secretary of State of the State of Florida Mississippi to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState FBMS Common Stock pursuant to this Agreement and approval of listing of such CenterState FBMS Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and sentence, the Requisite HCBF BBI Shareholder ApprovalApproval and as set forth on BBI Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF BBI do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF BBI or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF BBI or any of its respective Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on BBI or could reasonably be expected to result in a financial obligation or penalty in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF BBI or any of its Subsidiaries or to which HCBF BBI or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, except as would not reasonably be expected to have a material adverse impact on BBI or result in a material financial penalty. (b) As of the date hereof, HCBF BBI has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.