Sunshine Bancorp, Inc. Sample Contracts

PURCHASE AND ASSUMPTION AGREEMENT dated as of July 16, 2015 between FIRST FEDERAL BANK OF FLORIDA and SUNSHINE BANK
Purchase and Assumption Agreement • July 17th, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida
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AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 9, 2016 BY AND AMONG SUNSHINE BANCORP, INC., SUNSHINE BANK, FBC BANCORP, INC. AND FLORIDA BANK OF COMMERCE
Merger Agreement • May 10th, 2016 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 9, 2016, by and among Sunshine Bancorp, Inc., a Maryland corporation (“Buyer”), Sunshine Bank, a Federal savings bank and a wholly-owned subsidiary of Buyer (“Buyer Bank”), FBC Bancorp, Inc., a Florida corporation (“Company”), and Florida Bank of Commerce, a Florida state bank and wholly-owned subsidiary of Company (“Company Bank”).

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PURCHASE AGREEMENT
Purchase Agreement • December 2nd, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered

THIS AGREEMENT is made as of the 2nd day of December, 2015, by and between Sunshine Bancorp, Inc. (the “Company”), a corporation organized under the laws of the State of Maryland, with its principal offices at 102 West Baker Street, Plant City, Florida 33563 and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

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SUNSHINE BANCORP, INC. (a Maryland corporation) Up to 3,680,000 Shares (Subject to increase up to 4,232,000 shares) COMMON STOCK ($0.01 Par Value) Offering Price $10.00 Per Share AGENCY AGREEMENT May 14, 2014
Agency Agreement • May 20th, 2014 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • New York
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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
Merger Agreement • August 15th, 2017 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • 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 • November 1st, 2016 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

This Employment Agreement (the “Agreement”) is made as of this 31st day of October, 2016, by and between Sunshine Bancorp, Inc., a Maryland corporation (the “Corporation”), Sunshine Bank, a Federal savings bank and a wholly-owned subsidiary of the Corporation (the “Bank”), and Dana Kilborne (the “Officer”).

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VOTING AGREEMENT
Voting Agreement • May 10th, 2016 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

THIS VOTING AGREEMENT (this “Agreement”), dated as of May 9, 2016, is made and entered into between the undersigned shareholder (“Shareholder”) of Sunshine Bancorp, Inc., a Maryland corporation (the “Buyer”) and FBC Bancorp, Inc., a Florida corporation (the “Company”).

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SUNSHINE STATE FEDERAL SAVINGS AND LOAN ASSOCIATION PLANT CITY, FLORIDA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • March 12th, 2014 • Sunshine Bancorp, Inc. • Florida

THIS AGREEMENT is made this 1st day of January, 2002, by and between Sunshine State Federal Savings and Loan Association of Plant City, Florida (the “Company”), and Paul J. Hackney (the “Executive”).

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August 3, 2016
Agreement and Plan of Merger • August 3rd, 2016 • Sunshine Bancorp, Inc. • Savings institution, federally chartered
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NON-COMPETITION AGREEMENT
Non-Competition Agreement • August 15th, 2017 • Sunshine Bancorp, Inc. • Savings institution, federally chartered

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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AGREEMENT
Change in Control Agreement • March 18th, 2016 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

THIS AGREEMENT (the “Agreement”) is made as of this 27th day of January, 2016, by and between Sunshine Bank (the “Bank”) and Brent Smith (the “Officer”).

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Form of Restricted Stock Award Agreement
Restricted Stock Award Agreement • October 9th, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of Sunshine Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “

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AGREEMENT
Change in Control Agreement • June 23rd, 2016 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

THIS AGREEMENT (the “Agreement”) is made as of this 27th day of January 2016, by and between Sunshine Bank (the “Bank”) and Janak Amin (the “Officer”).

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Mr. J. Floyd Hall President and Chief Executive Officer Sunshine State Federal Savings and Loan Association Plant City, Florida 33563 Dear Mr. Hall:
Independent Conversion Appraisal Services Agreement • March 12th, 2014 • Sunshine Bancorp, Inc.

This letter sets forth the agreement between Sunshine State Federal Savings and Loan Association, Plant City, Florida (the “Association”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services in conjunction with the stock to be issued concurrent with the Association’s proposed mutual-to-stock conversion transaction. The specific appraisal services to be rendered by RP Financial are described below.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 14th, 2014 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

THIS AGREEMENT is made as of this 14th day of October, 2014, between Sunshine Bancorp, Inc., a Maryland corporation (the “Corporation”), Sunshine State Bank (“Bank”), a Federally chartered bank, and Andrew S Samuel, an adult individual (“Executive”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • July 7th, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • New York

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is entered into this 30th day of June, 2015 (the “Effective Date”), by and between Sunshine Bancorp, Inc., a Maryland corporation (“Sunshine Bancorp”) and Community Southern Holdings, Inc., a Florida corporation (“CS Holdings”).

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Form of Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • October 9th, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of Sunshine Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and f

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Form of Incentive Stock Option Agreement
Incentive Stock Option Agreement • October 9th, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of Sunshine Bancorp, Inc. the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and fu

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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • March 12th, 2014 • Sunshine Bancorp, Inc. • Florida

THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is adopted this 22 day of September, 2011, by and between by and between Sunshine State Federal Savings and Loan Association, located in Plant City, Florida (hereinafter referred to as the “Employer”), and Vickie Houllis (hereinafter referred to as the “Executive”), formalizes the agreements and understanding between the Employer and the Executive.

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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • February 3rd, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

This Supplemental Executive Retirement Plan Agreement (the “Agreement”) by and between Sunshine Bank, located in Plant City, Florida (the “Employer”), and Andrew S. Samuel (the “Executive”), effective as of the 28 day of January, 2015, formalizes the agreements and understanding between the Employer and the Executive.

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • October 2nd, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

This Separation and Release Agreement (this “Agreement”) is dated October 2, 2015, by and among VICKIE HOULLIS (“Officer”), SUNSHINE BANCORP, INC. (the “Company”) and SUNSHINE BANK (the “Bank”).

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AGREEMENT AND PLAN OF MERGER By and Among SUNSHINE BANCORP, INC., SUNSHINE INTERIM CORP. And COMMUNITY SOUTHERN HOLDINGS, INC. Dated as of February 4, 2015
Merger Agreement • February 5th, 2015 • Sunshine Bancorp, Inc. • Savings institution, federally chartered • Florida

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 4, 2015, is by and among (i) Sunshine Bancorp, Inc., a Maryland corporation (“Sunshine Bancorp”), (ii) Sunshine Interim Corp., a Florida corporation and wholly-owned subsidiary of Sunshine Bancorp (“Merger Sub”) and (iii) Community Southern Holdings, Inc., a Florida corporation (“CS Holdings”). Each of Sunshine Bancorp, Merger Sub and CS Holdings is sometimes individually referred to herein as a “party,” and Sunshine Bancorp, Merger Sub and CS Holdings are collectively sometimes referred to as the “parties.”

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