CenterState Bank Corp Sample Contracts

CENTERSTATE BANK CORPORATION
Underwriting Agreement • May 27th, 2020 • CenterState Bank Corp • National commercial banks • New York

CenterState Bank Corporation, a Florida corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $200,000,000 aggregate principal amount of the Company’s 5.750% Fixed-to-Floating Rate Subordinated Notes due June 1, 2030 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Time (as defined below) (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) and U.S. Bancorp Investments, Inc. (“USB”) have agreed to act as representatives of the several Underwriters (in such capacity, the

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CENTERSTATE BANK CORPORATION CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
Indenture • May 11th, 2020 • CenterState Bank Corp • National commercial banks • New York

INDENTURE dated as of [●], 2020, between CENTERSTATE BANK CORPORATION, a Florida corporation (the “Company”), having its principal office at 1101 First Street South, Winter Haven, Florida 33880, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Trustee”), having a corporate trust office at 100 Wall Street, 6th Floor, New York, New York 10005.

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CENTERSTATE BANK CORPORATION CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
CenterState Bank Corp • May 29th, 2020 • National commercial banks • New York

INDENTURE dated as of May 29, 2020, between CENTERSTATE BANK CORPORATION, a Florida corporation (the “Company”), having its principal office at 1101 First Street South, Winter Haven, Florida 33880, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Trustee”), having a corporate trust office at 100 Wall Street, 6th Floor, New York, New York 10005.

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Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on their behalf of a statement on Schedule 13D (including amendments thereto)...
Joint Filing Agreement • December 20th, 2001 • Centerstate Banks of Florida Inc • National commercial banks

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on their behalf of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Centerstate Banks of Florida, Inc., a Florida corporation; and further agree that this Joint Filing Agreement be included as Exhibit 1 to the Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement this 18th day of December, 2001.

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AMONG
Centerstate Banks of Florida Inc • January 20th, 2000 • Florida
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Centerstate Banks of Florida Inc • January 20th, 2000
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CENTERSTATE BANKS OF FLORIDA, INC. (a Florida corporation) 1,000,000 Shares of Common Stock (Par Value $0.01 Per Share) PURCHASE AGREEMENT
Purchase Agreement • June 24th, 2005 • Centerstate Banks of Florida Inc • National commercial banks • New York
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UNDERWRITING AGREEMENT
Underwriting Agreement • May 19th, 2005 • Centerstate Banks of Florida Inc • National commercial banks • New York
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AMONG
Centerstate Banks of Florida Inc • January 20th, 2000 • Florida
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EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2011 • CenterState Banks, Inc. • National commercial banks • Florida

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 13th day of July, 2010, by and between CenterState Banks, Inc., a Florida corporation (the “Corporation” or the “Employer”), and Rodney A. Anthony, Senior Vice President and Chief Operations Officer of the Corporation and President of CenterState Shared Services, Inc., a subsidiary of the Corporation’s wholly owned bank subsidiaries (the “Executive”).

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AMENDED AND RESTATED TRUST AGREEMENT Among CENTERSTATE BANKS, INC. as Depositor, WILMINGTON TRUST COMPANY as Property Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and and as Administrators Dated as of ___________________ CENTERSTATE BANKS...
Trust Agreement • July 2nd, 2009 • Centerstate Banks of Florida Inc • National commercial banks • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of _______________, is by and among (i) CenterState Banks, Inc., a Florida corporation, formerly known as CenterState Banks of Florida, Inc., (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee or Delaware Trustee, the “Bank”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”) (the Property Trustee and the Delaware Trustee are referred to collectively herein as the “Issuer Trustees”), (iv) the Administrators, as hereinafter defined, and (v) the several Holders, as hereinafter defined.

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AMONG
Centerstate Banks of Florida Inc • January 20th, 2000 • Florida
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Centerstate Banks of Florida Inc • January 20th, 2000 • Florida
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SECURITIES PURCHASE AGREEMENT STANDARD TERMS
Securities Purchase Agreement • November 24th, 2008 • Centerstate Banks of Florida Inc • National commercial banks • New York

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);

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FORM OF DEPOSIT AGREEMENT
Deposit Agreement • July 2nd, 2009 • Centerstate Banks of Florida Inc • National commercial banks • Delaware

This DEPOSIT AGREEMENT (“Deposit Agreement”) is made and entered into as of , 2009, by and among CenterState Banks, Inc., formerly known as CenterState Banks of Florida, Inc., a Florida corporation, Wilmington Trust Company, a Delaware banking corporation, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

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Centerstate Banks of Florida Inc • January 20th, 2000 • Florida
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FORM OF DEPOSIT AGREEMENT
Deposit Agreement • January 23rd, 2013 • CenterState Banks, Inc. • National commercial banks • Delaware

This DEPOSIT AGREEMENT (“Deposit Agreement”) is made and entered into as of , 20 , by and among CenterState Banks, Inc., formerly known as CenterState Banks of Florida, Inc., a Florida corporation, Wilmington Trust, National Association, a national banking association, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

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PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • June 5th, 2014 • CenterState Banks, Inc. • National commercial banks • Florida

THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of June 4, 2014, between FIDELITY BANK, a Georgia bank (“Purchaser”) and CENTERSTATE BANK OF FLORIDA, N.A., a national bank (“Seller”).

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LOAN AGREEMENT
Loan Agreement • April 10th, 2015 • CenterState Banks, Inc. • National commercial banks • Texas

This Loan Agreement is made by and between Borrower and Lender, whose names and addresses are described below, in connection with the Loan.

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FORM OF GUARANTEE AGREEMENT Between CENTERSTATE BANKS, INC. as Guarantor, and WILMINGTON TRUST COMPANY as Guarantee Trustee Dated as of
Guarantee Agreement • July 2nd, 2009 • Centerstate Banks of Florida Inc • National commercial banks • New York

THIS GUARANTEE AGREEMENT, dated as of , 2009, is executed and delivered by CENTERSTATE BANKS, INC., a Florida corporation, formerly known as CenterState Banks of Florida, Inc. (the “Guarantor”), having its principal office at 42745 U.S. Highway 27, Davenport, Florida 33837, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Capital Securities (as defined herein) of CenterState Banks Statutory Trust [ ], a Delaware statutory trust (the “Issuer Trust”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY NATIONAL BANK AT BARTOW, BARTOW, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and CENTERSTATE BANK OF FLORIDA, N.A., WINTER...
Purchase and Assumption Agreement • August 26th, 2010 • CenterState Banks, Inc. • National commercial banks

THIS AGREEMENT, made and entered into as of the 20th day of August, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COMMUNITY NATIONAL BANK AT BARTOW, BARTOW, FLORIDA (the “Receiver”), CENTERSTATE BANK OF FLORIDA, N.A., organized under the laws of the United States of America, and having its principal place of business in Winter Haven, Florida (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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CenterState Banks, Inc. Supplemental Executive Retirement Agreement
Supplemental Executive Retirement Agreement • March 16th, 2011 • CenterState Banks, Inc. • National commercial banks • Florida

This Supplemental Executive Retirement Agreement (this “Agreement”) is adopted this 13th day of July, 2010 by and between CenterState Banks, Inc., a Florida corporation (the “Corporation”), and Stephen D. Young (the “Executive”).

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TRUST AGREEMENT
Trust Agreement • July 2nd, 2009 • Centerstate Banks of Florida Inc • National commercial banks • Delaware

This TRUST AGREEMENT, dated as of June 30, 2009 (this “Trust Agreement”), among Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”) and CenterState Banks, Inc., a Florida corporation, as depositor (the “Depositor”). The Trustee and the Depositor hereby agree as follows:

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2,450,000 Shares CENTERSTATE BANKS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 13th, 2017 • CenterState Banks, Inc. • National commercial banks • New York
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AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANK CORPORATION and CHARTER FINANCIAL CORPORATION Dated as of April 24, 2018
Agreement and Plan of Merger • May 3rd, 2018 • CenterState Bank Corp • National commercial banks • Florida

This Agreement and Plan of Merger (this “Agreement”) is dated as of April 24, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and Charter Financial Corporation, a Maryland corporation (“Charter” and, together with CenterState, the “Parties” and each a “Party”).

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AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANKS, INC. and HCBF HOLDING COMPANY, INC. Dated as of August 12, 2017
Agreement and Plan of Merger • August 14th, 2017 • CenterState Banks, Inc. • National commercial banks • Florida

This Agreement and Plan of Merger (this “Agreement”) is dated as of August 12, 2017, by and between CenterState Banks, Inc., a Florida corporation (“CenterState”), and HCBF Holding Company, Inc., a Florida corporation (“HCBF” and, together with CenterState, the “Parties” and each a “Party”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 26th, 2018 • CenterState Bank Corp • National commercial banks • Florida

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of this 23rd day of November 2018 but shall be effective upon the Effective Time (as defined in the Merger Agreement defined below) (hereinafter the “Employment Date”), by and between CenterState Bank, N.A., a national banking association (the "Bank"), and Richard Murray, IV (the "Executive").

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AGREEMENT AND PLAN OF MERGER by and between
Agreement and Plan of Merger • January 29th, 2020 • CenterState Bank Corp • National commercial banks • Florida

This AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2020 (this “Agreement”), is by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and South State Corporation, a South Carolina corporation (“South State”).

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AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANKS, INC. and SUNSHINE BANCORP, INC. Dated as of August 12, 2017
Agreement and Plan of Merger • August 14th, 2017 • CenterState Banks, Inc. • National commercial banks • Florida

This Agreement and Plan of Merger (this “Agreement”) is dated as of August 12, 2017, by and between CenterState Banks, Inc., a Florida corporation (“CenterState”), and Sunshine Bancorp, Inc., a Maryland corporation (“Sunshine” and, together with CenterState, the “Parties” and each a “Party”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2017 • CenterState Bank Corp • National commercial banks • Florida

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 1st day of June, 2014, by and between CenterState Bank of Florida, N.A., a national banking association (the “Bank”), and Mark Thompson (the “Executive”).

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January 25, 2020
Letter Agreement • February 27th, 2020 • CenterState Bank Corp • National commercial banks • Florida

This letter (this “Letter Agreement”) memorializes our recent discussions and mutual agreement regarding the terms of your continued employment following the completion of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger by and between South State Corporation (“South State”) and CenterState Bank Corporation (the “Company”), dated as of January 25, 2020 (the “Merger Agreement”). We look forward to your continued leadership.

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CENTERSTATE BANK N.A SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • May 15th, 2008 • Centerstate Banks of Florida Inc • National commercial banks • Florida

THIS SPLIT-DOLLAR AGREEMENT (the “Agreement”) is adopted this 14th day of May, 2008, by and between CENTERSTATE BANK N.A., a commercial bank located in Zephyrhills, Florida (the “Bank”), and Timothy A Pierson, the “Executive”).

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Employment Agreement
Employment Agreement • May 2nd, 2016 • CenterState Banks, Inc. • National commercial banks • Florida

This Employment Agreement (this “Agreement”) is entered into effective as of this 28th day of April, 2016, by and between CenterState Banks, Inc., a Florida corporation (the “Corporation”), and Jennifer Idell (the “Executive”).

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AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANK CORPORATION and NATIONAL COMMERCE CORPORATION Dated as of November 23, 2018
Agreement and Plan of Merger • November 26th, 2018 • CenterState Bank Corp • National commercial banks • Florida

This Agreement and Plan of Merger (this “Agreement”) is dated as of November 23, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and National Commerce Corporation, a Delaware corporation (“NCC” and, together with CenterState, the “Parties” and each a “Party”).

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • September 22nd, 2017 • CenterState Bank Corp • National commercial banks

THIS NON-COMPETITION AGREEMENT dated as of August 12, 2017 (the “Agreement”) is made and entered into by and between Sunshine Bancorp, Inc. (“Sunshine”), Sunshine Bank and CenterState Banks, Inc. (“CenterState”) and CenterState Bank, N.A. (“CenterState Bank”) and Andrew S. Samuel (“Executive”). For purposes of this Agreement, references to Sunshine, Sunshine Bank, CenterState and CenterState Bank collectively shall be the “Banking Entities” or individually, a “Banking Entity.”

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