NON-COMPETITION AGREEMENTNon-Competition Agreement • January 8th, 2019 • CenterState Bank Corp • National commercial banks
THIS NON-COMPETITION AGREEMENT dated as of November 23, 2018 (the “Agreement”) is made and entered into by and between National Commerce Corporation (“NCOM”), National Bank of Commerce (“NBC”) and CenterState Bank Corporation (“CenterState”) and CenterState Bank, N.A. (“CenterState Bank”) and John H. Holcomb, III (“Executive”). For purposes of this Agreement, references to NCOM, NBC, CenterState and CenterState Bank collectively shall be the “Banking Entities” or individually, a “Banking Entity.”
January 7, 2019CenterState Bank Corp • January 8th, 2019 • National commercial banks
This letter is in response to your request pursuant to Section 6.01(e) of the Agreement that we provide you with our opinion with respect to certain of the federal income tax consequences of the consummation of the transactions set forth in the Agreement. Specifically, you have requested us to opine that the Merger will constitute a “tax-free” reorganization within the meaning of section 368 of the Code.1 In rendering this opinion, we have relied upon the facts presented to us in (i) the Agreement and (ii) the Joint Proxy Statement-Prospectus of NCC and CenterState filed with the Securities and Exchange Commission as part of CenterState’s Registration Statement on Form S-4, including the exhibits thereto (the “Proxy Statement-Prospectus”). Additionally, we have relied upon the representations of management of NCC and representations of management of CenterState set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Proxy Statement-Pro
