Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Charter has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter and (assuming due authorization, execution and delivery by CenterState) constitutes a valid and binding obligation of Charter, enforceable against Charter in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Charter nor the consummation by Charter of the transactions contemplated hereby, nor compliance by Charter with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles or the Charter Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter or CharterBank or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter or CharterBank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter or CharterBank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charter.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CharterCompany by a vote of at least a majority of the members of the Board of Directors of Company in office. The Board of Directors of Charter Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval and adoption at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Company Common Shares at the Company Shareholders’ Meeting and the approval and adoption and approval of the Bank Merger Agreement and the Bank Merger by Company in its capacity as the board sole shareholder of directors of CharterBank and Charter as its sole shareholderCompany Bank, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStatePurchaser) constitutes a the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the The execution and delivery of this Agreement by Charter nor Company, the consummation by Charter Company of the transactions contemplated hereby, nor and compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will not (i) violate any provision of the Charter Company Articles or the Charter Bylaws Company Regulations (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of the Company at the Company Shareholders’ Meeting), or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) except as Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterCompany.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CharterCompany. The Board of Directors of Charter Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders for approval adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank and Charter as its sole shareholderoutstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStateParent) constitutes a valid and binding obligation of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Charter Company nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (x) violate any Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter Company or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterCompany.

Authority; No Violation. (a) Charter Home has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CharterHome. The Board of Directors of Charter Home has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Charter Home and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterHome’s stockholders shareholders for approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Home Common Stock (the “Requisite Charter Stockholder Approval Home Vote”) and the adoption and approval of the Bank Merger Agreement by Home as the board sole shareholder of directors of CharterBank and Charter as its sole shareholderHome Federal Bank, no other corporate proceedings on the part of Charter Home or any Home Subsidiary are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Home and (assuming due authorization, execution and delivery by CenterStateCascade) constitutes a valid and binding obligation of CharterHome, enforceable against Charter Home in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity Enforceability Exceptions (the “Enforceability Exceptions”as defined in Section 3.16)). (b) Neither the execution and delivery of this Agreement by Charter Home nor the consummation by Charter Home or any Home Subsidiary of the transactions contemplated hereby, nor compliance by Charter Home or any Home Subsidiary with any of the terms or provisions hereof, will will (i) violate any provision of the Charter Articles Home Articles, the Home Bylaws or the Charter Bylaws organization or governing documents of any Home Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter or CharterBank Home, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Home or CharterBank any of its Subsidiaries (each a “Home Default”) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter Home or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults which, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on CharterHome. (c) The Board of Directors of Home Federal Bank has adopted the Bank Merger Agreement, Home, as the sole shareholder of Home Federal Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement will be duly executed by Home Federal Bank on the date of this Agreement.

Authority; No Violation. (a) Charter The Merging Fund has full corporate all requisite limited partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the Merger Transactions have been duly and validly approved by the Board of Directors of CharterGeneral Partner. The Board of Directors of Charter has General Partner (i) determined that the Merger, on this Agreement and the terms of the Merger and conditions set forth in this Agreementthe related Transactions are advisable, is fair to and in the best interests of Charter the Merging Fund and has directed that the Limited Partners, and (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to Transactions (including the foregoing effectMerger). Except for the Requisite Charter Stockholder Approval The Merger and the adoption and approval of the Bank Merger Agreement other Transactions have been authorized by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings all necessary limited partnership action on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerging Fund. This Agreement has been duly and validly executed and delivered by Charter the Merging Fund and (assuming due authorization, execution and delivery by CenterStatethe other parties hereto) constitutes a the valid and binding obligation of Charterthe Merging Fund, enforceable against Charter the Merging Fund in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsException”)). (b) Neither the execution and delivery of this Agreement by Charter the Merging Fund, nor the consummation by Charter the Merging Fund of the transactions contemplated herebyTransactions, nor compliance the performance of this Agreement by Charter with any of the terms or provisions hereofMerging Fund, will (i) violate any provision of the Charter Articles or the Charter Bylaws Merging Fund Organizational Documents or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.3(a) and Section 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Charter or CharterBank or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), the Merging Fund or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Charter or CharterBank the Merging Fund under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Charter or CharterBank the Merging Fund is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations whichcreation that would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Charterwith respect to the Merging Fund.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby (including the Certificate Amendment) have been duly duly, validly and validly unanimously approved by the Board of Directors of CharterCompany. Such unanimous approval by the Board of Directors is sufficient to render inapplicable the provisions of Section 3 of Article VII of the Company Certificate. The Board of Directors of Charter Company has determined unanimously that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Charter Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank and Charter as its sole shareholdera majority of the outstanding shares of Company Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement or the Stock Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a constitute the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its their terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement or the Stock Option Agreement by Charter Company nor the consummation by Charter Company of the transactions contemplated herebyhereby or thereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement or the Stock Option Agreement, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, Company Securitization Document, agreement, bylaw or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charter.

Authority; No Violation. (a) Charter FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the Requisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of CharterFNB. The Board of Directors of Charter has determined that the Merger, on the terms and conditions Other than those set forth in this AgreementSection 1.8, is in no corporate approvals on the best interests part of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted FNB or FNB Bank are necessary to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of approve the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated herebyBank Merger. This Agreement has been duly and validly executed and delivered by Charter and (FNB and, assuming the due authorization, execution and delivery of this Agreement by CenterState) HBI, constitutes a the valid and binding obligation of CharterFNB, enforceable against Charter FNB in accordance with its terms (terms, except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”))equitable remedies. (b) Neither the execution and delivery of this Agreement by Charter FNB, nor the consummation by Charter FNB of the transactions contemplated herebythis Agreement contemplates, nor compliance by Charter FNB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the FNB Charter Articles or the Charter FNB Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 4.4 are duly obtained and/or mademade and are in full force and effect, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Charter or CharterBank FNB, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (default, or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter FNB or CharterBank under, any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter FNB or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichwith respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterFNB.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved and this Agreement has been duly adopted by the Board of Directors of CharterCompany Board. The Company Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder (i) Company Shareholder Approval and (ii) the adoption and approval of the Bank Merger Agreement by the board Board of directors Directors of CharterBank Heritage Bank and Charter the approval of the Bank Merger Agreement by the Company as its sole shareholdershareholder of Heritage Bank, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement or to consummate the Merger, the Bank Merger or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStateParent) constitutes a the valid and binding obligation of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization reorganization, receivership, conservatorship, or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and those of a depository institution insured by the FDIC and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter Company, nor the consummation by Charter Company of the Merger or the other transactions contemplated hereby, or consummation of the Bank Merger by Heritage Bank, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Articles Company Articles, the Company Bylaws, or the Charter Bylaws similar documents of Company’s Subsidiaries or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 4.04 are duly obtained and/or made, (xA) violate in any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction material respects any Law applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, violate or conflict withwith in any material respect, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event whichthat, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, Contract, or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of with respect to clause (ii) aboveii)(B) for any such violationsviolations conflict, conflictsbreach, breachesdefault, defaultstermination, terminationscancellation, cancellationsacceleration, accelerations or creations whichcreation as would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the MergerBuyer, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter Buyer are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Buyer and (assuming due authorization, execution and delivery by CenterStatethe Company) this Agreement constitutes a valid and binding obligation of CharterBuyer, enforceable against Charter Buyer in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 5.3(b) of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement by Charter Buyer nor the consummation by Charter Buyer of the transactions contemplated hereby, nor compliance by Charter Buyer with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles Restated Certificate of Incorporation or By-Laws of Buyer, or the Charter Bylaws articles of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.4 are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter Buyer or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter Buyer or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter Buyer or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and Company has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders shareholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the Requisite Charter Stockholder Approval approval and adoption of this Agreement and the adoption and approval transactions contemplated hereby by the requisite vote of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholderCompany’s shareholders, no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) this Agreement constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither Except as may be set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles of Incorporation or Bylaws of the Company or the Charter Bylaws articles of incorporation, bylaws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.4 hereof are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective material properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective material properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders for approval adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Charter Stockholder Approval Company Vote”), and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter Company as its sole shareholderstockholder, no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, including the Bank Merger, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults which, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charterthe Company (the "Company Board"). The Company Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby are in the best interests of the Company and its stockholders, has resolved to recommend that holders of Company Common Stock vote in favor of the adoption of this Agreement and has directed that this Agreement be submitted to Charter’s the Company's stockholders for approval adoption, and the Merger be submitted to the Company's stockholders for approval, at a duly held meeting of such stockholders and has adopted a resolution to (the foregoing effect. Except "Company Stockholders Meeting"), and, except for the Requisite Charter Stockholder Approval adoption of this Agreement and the adoption and approval of the Bank Merger Agreement at such meeting by the board affirmative vote of directors the holders of CharterBank a majority of the Company Shares issued an outstanding and Charter as its sole shareholderentitled to vote thereon ("Company Stockholder Approval"), no other corporate proceedings on the part of Charter the Company or vote by the holders of any class or series of Company Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStatethe other parties hereto) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) assuming that the Company Stockholder Approval is obtained, violate any provision of the Company Charter Articles or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writinjunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an "Injunction") or any federal, decree state, local or injunction foreign laws, statutes, ordinances, rules, regulations, judgments, orders, Injunctions, decrees, arbitration awards, agency requirements, licenses and permits of all Governmental Entities (each, a "Law" and collectively, "Laws") applicable to Charter or CharterBank the Company, any of the Company Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of the Company Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (except, in the case of clause (ii) above) ), for such violations, conflicts, breaches, defaults, terminations, cancellationsrights of termination or cancellation, accelerations or creations whichLiens that would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter CenterState has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CharterCenterState. The Board of Directors of Charter CenterState has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter CenterState and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effectits shareholders. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank CenterState Bank and Charter CenterState as its sole shareholder, no other corporate proceedings on the part of Charter CenterState are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter CenterState and (assuming due authorization, execution and delivery by CenterStateSunshine) constitutes a valid and binding obligation of CharterCenterState, enforceable against Charter CenterState in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Charter CenterState, nor the consummation by Charter CenterState of the transactions contemplated hereby, nor compliance by Charter CenterState with any of the terms or provisions hereof, will (i) violate any provision of the Charter CenterState Articles of Incorporation or the Charter Bylaws Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 4.05 are duly obtained and/or made, (x) violate any Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter or CharterBank CenterState, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter CenterState or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter CenterState or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, which either individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on CharterCenterState.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have has, upon the unanimous recommendation of the Special Committee, been duly and validly approved by unanimous vote of the Board Company Board, not subsequently rescinded or modified in any way as of Directors of Charterthe date hereof. The Company Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its stockholders, and has directed that resolved, subject to Section 6.8, to recommend adoption of this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote or consent of directors the holders of CharterBank a majority of the outstanding shares of Company Common Stock (if and Charter to the extent required by applicable Law and the Amended and Restated Certificate of Incorporation of Company, as its sole shareholderamended (the “Company Certificate”)) (the “Requisite Company Vote”) and the filing and recordation of appropriate merger documents as required by the DGCL, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (including the Merger) and perform Company’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a valid and binding obligation of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither Except as set forth on Section 3.3(b) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement and the other Transaction Documents to which Company or any of its Subsidiaries is a party by Charter Company or its Subsidiaries, as applicable, nor the consummation by Charter Company or its Subsidiaries of the transactions contemplated herebyhereby or thereby, nor compliance by Charter Company or its Subsidiaries with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the Charter Articles or the Charter Bylaws Documents or (ii) assuming that the Requisite Company Vote is obtained and that the consents, approvals and filings referred to in Section 3.05 3.4(a) through (c) are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Charter Company or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Charter Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (ii) above)) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichwhich would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CharterCompany by a unanimous vote thereof. The Board of Directors of Charter Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval at a meeting of such stockholders duly held Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval of this Agreement and the adoption and approval of the Bank Merger Agreement transactions contemplated hereby by the board affirmative vote of directors a majority of CharterBank and Charter as its sole shareholderall the votes entitled to be cast by holders of outstanding Company Common Stock, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStatePurchaser) constitutes a the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter Company, nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterCompany.

Authority; No Violation. (a) Charter The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of CharterCompany Board. The Company Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, Agreement is in the best interests of Charter advisable and has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has unanimously adopted a resolution to the foregoing effecteffect and recommended that the stockholders adopt this Agreement. Except for the Requisite Charter Stockholder Approval approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank a majority of the outstanding shares of Company Common Stock entitled to vote at such meeting and Charter as its sole shareholderthe filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Articles Company Certificate or Company Bylaws or any of the Charter Bylaws similar governing documents of any of its Subsidiaries or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.5 are duly obtained and/or made, (xA) violate any Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to Charter or CharterBank the Company, any of its Subsidiaries or any of their respective properties properties, rights or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any noteCompany Contract. (c) So long as the Company Common Stock and Parent Common Stock continue to be listed on the NYSE at the Effective Time, bondin accordance with Section 262 of the DGCL, mortgage, indenture, deed no appraisal or dissenters’ rights shall be available to holders of trust, license, lease, agreement or other instrument or obligation to which Charter or CharterBank is a party, or by which they or any of their respective properties or assets may be bound, except (the Company Common Stock in connection with the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterMerger.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and Company has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s the Company's stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except and, except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board requisite vote of directors of CharterBank and Charter as its sole shareholderthe Company's stockholders, no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) this Agreement constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles Certificate of Incorporation or By-Laws of the Company or the Charter Bylaws certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.4 hereof are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (ai) Charter Valero has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CharterValero. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and Valero has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s Valero stockholders for approval at a meeting of such Valero stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval purpose of approving the Merger and this Agreement (the adoption and "Valero Stockholders Meeting"), and, except for the approval of the Bank Merger and this Agreement by majority vote at a meeting of Valero's stockholders at which a quorum is present (the board of directors of CharterBank and Charter as its sole shareholder"Valero Stockholder Approval"), no other corporate proceedings on the part of Charter Valero are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Valero and (assuming due authorization, execution and delivery by CenterStateUDS) constitutes a valid and binding obligation of CharterValero, enforceable against Charter Valero in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))terms. (bii) Neither the execution and delivery of this Agreement by Charter Valero, nor the consummation by Charter Valero of the transactions contemplated hereby, nor compliance by Charter Valero with any of the terms or provisions hereof, will (iA) violate any provision of the Charter Articles Restated Certificate of Incorporation or the Charter Bylaws By-Laws of Valero or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.2(d) are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter Valero, any of its Subsidiaries or CharterBank Non-Subsidiary Affiliates or any of their respective its properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Valero, any of its Subsidiaries or CharterBank under, Non-Subsidiary Affiliates under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter Valero, any of its Subsidiaries or CharterBank Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults which, either individually or in the aggregate, would will not reasonably be likely to have a Material Adverse Effect on CharterValero.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger Integrated Mergers have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter the Company has determined that the MergerIntegrated Mergers, on the terms and conditions set forth in this Agreement, is are advisable and in the best interests of Charter the Company and its shareholders, has adopted this Agreement and has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders shareholders for approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank a majority of the total number of outstanding shares of Company Common Stock entitled to vote at the Company Meeting as required by the Company Articles and Charter as its sole shareholderthe MGCL (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Company Articles or the Charter Company Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults which, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Charterthe Company. (c) The Board of Directors of Company Bank has adopted the Bank Merger Agreement. The Company, as the sole shareholder of Company Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Company Bank.

Authority; No Violation. (ai) Charter Purchaser has full corporate corporate, partnership or limited liability company power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to other actions described in this Section 2.3(b) and Section 2.3(c), to consummate the transactions contemplated herebyClosing. The execution and delivery of this Agreement Agreement, the performance by Purchaser of its obligations hereunder and the consummation of the Merger Closing (including the Investment) have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterPurchaser’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter or other equivalent governing body, as its sole shareholder, no applicable. No other corporate proceedings on the part of Charter Purchaser or any of Purchaser’s partners or equityholders are necessary to approve or adopt this Agreement Agreement, for Purchaser to perform its obligations hereunder or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter ▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by CenterStatethe Company) constitutes a valid and binding obligation of CharterPurchaser, enforceable against Charter Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (bii) Neither the execution and delivery of this Agreement by Charter Purchaser, the performance by Purchaser of its obligations hereunder nor the consummation by Charter Purchaser of the transactions contemplated hereby, including the Investment, nor compliance by Charter Purchaser with any of the terms or provisions hereof, will (iA) violate any provision of the Charter Articles Purchaser’s certificate or the Charter Bylaws articles of incorporation or bylaws (or other comparable charter or organizational documents) or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 3.05 2.3(c) are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Charter or CharterBank Purchaser or any of their respective its properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter or CharterBank Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter or CharterBank Purchaser is a party, or by which they Purchaser or any of their respective its properties or assets may be bound, except (in the case of clause clauses (iiB)(x) and (B)(y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichwhich would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Chartermaterially and adversely affect Purchaser’s ability to consummate the Investment and the other transactions contemplated by this Agreement.

Authority; No Violation. (ai) Charter The Company has full corporate all requisite real estate investment trust power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and and, subject to the receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors Trust Managers of Charter. The Board of Directors of Charter has determined that the Merger, Company and all other necessary real estate investment trust action on the terms and conditions set forth in this Agreementpart of the Company, is in other than the best interests receipt of Charter and has directed that this Agreement the Company Required Vote and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting filing of such stockholders and has adopted a resolution to the foregoing effect. Except for Articles of Merger with the Requisite Charter Stockholder Approval ▇▇▇▇▇▇ County Clerk and the adoption SDAT, as applicable, and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter the Company are necessary to approve authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorizationconstitutes, subject to the execution and delivery by CenterState) constitutes Parent, a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or moratorium and other similar laws of general applicability affecting or relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to general principles of equity (the “Enforceability Bankruptcy and Equitable Exceptions”)). (bii) Neither the The execution and delivery by the Company of this Agreement does not, and, except as described in Section 3.1(c)(ii) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Charter nor the consummation by Charter of the transactions contemplated hereby, nor compliance by Charter Company will not (A) conflict with or result in any of the terms violation or provisions hereof, will (i) violate any provision of the Charter Articles or the Charter Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter or CharterBank or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f)breach of, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation underto the loss of a benefit under any Contract, accelerate permit, concession, franchise or right binding upon the performance required by, Company or any Subsidiary of the Company or to which any of their respective properties or assets are bound or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank underany Subsidiary of the Company, other than Permitted Liens, (B) conflict with or result in any violation of any provision of the Organizational Documents of the Company, any Subsidiary of the terms, conditions Company or provisions any Company Joint Venture or (C) conflict with or result in any violation of any note, bond, mortgage, indenture, deed Laws applicable to the Company or any Subsidiary of trust, license, lease, agreement or other instrument or obligation to which Charter or CharterBank is a party, or by which they the Company or any of their respective properties or assets may be boundassets, except (other than in the case of clause clauses (iiA) aboveand (B) for such violations(with respect to Company Joint Ventures and Subsidiaries of the Company that are not Significant Subsidiaries), conflictsas would not reasonably be expected to have, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company. (iii) Except for (A) the applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”), (B) required filings or approvals under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the U.S. Securities Act of 1933, as amended (the “Securities Act”), (C) any filings or approvals required under the rules and regulations of the New York Stock Exchange (“NYSE”), (D) as may be required in connection with federal, state or local transfer Taxes, and (E) the filing of the Articles of Merger with the ▇▇▇▇▇▇ County Clerk pursuant to the TBOC and the SDAT pursuant to the MGCL, as applicable, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, local or foreign governmental or quasi-governmental authority or instrumentality, domestic or foreign, or industry self-regulatory organization (a “Governmental Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and has adopted the plan of merger reflected in this Agreement and has directed that the plan of merger reflected in this Agreement be submitted to Charterthe Company’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders, and has adopted a resolution to the foregoing effect. The Board of Directors of the Company has taken all necessary actions and made all necessary determinations under Article VIII of the Company Certificate required to render inapplicable to this Agreement Article VIII of the Company Certificate. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger plan of merger reflected in this Agreement by the board affirmative vote of directors the holders of CharterBank a majority of the outstanding shares of Company Common Stock entitled to vote at such meeting and Charter as its sole shareholderthe approvals required in connection with the Bank Mergers, no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Bylaws Company By-laws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction (as defined herein) applicable to Charter or CharterBank the Company, any of its Subsidiaries or any of their respective properties or assetsassets or, including but not limited towith respect to the Bank Mergers, 12 C.F.R. 239.63(f), or to the knowledge of the Company (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charter.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charterthe Company (the “Company Board”). The Company Board of Directors of Charter has determined that this Agreement and the Merger, on the terms and conditions set forth in this Agreement, is transactions contemplated hereby are in the best interests of Charter the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby by this Agreement be submitted to Charterthe Company’s stockholders for approval adoption at a duly held meeting of such stockholders and has adopted a resolution to (the foregoing effect. Except “Company Stockholders Meeting”) and, except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank and Charter a majority of the outstanding shares of Company Common Stock entitled to vote at such meeting, voting together as its sole shareholdera single class (“Company Stockholder Approval”), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity equitable remedies (such exception, the “Enforceability ExceptionsBankruptcy Exception”)). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Charter Articles or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Laworder, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, ordinanceorder, writ, edict, decree, rule, regulation, judgmentjudgement, orderruling, writpolicy, decree guideline or injunction requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to Charter or CharterBank the Company, any of the Company Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of the Company Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breachesbreaches or defaults referred to in clause (ii) that would not, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company. (c) Prior to the execution of this Agreement, to the extent necessary, the Compensation Committee of the Company Board took such action as may be required to assure the treatment of Company Stock Options contemplated by Exhibit 6.7(b) operates as therein provided with the result that, immediately after the Effective Time, all options and other rights awarded under the Company Stock Plans shall be extinguished without further action.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CharterCompany Board. The Company Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders shareholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the Requisite Charter Stockholder Approval approval and the adoption and approval of the Bank Merger this Agreement by the board Company’s shareholders, by a vote of directors two-thirds of CharterBank the shares represented (in person and Charter as its sole shareholderby proxy) at such meeting (assuming that a quorum is present and acting throughout and assuming the accuracy of the Parent’s representation and warranty in Section 5.9) (the “Company Requisite Vote”), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) this Agreement constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither Except as may be set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company and the Company Bank of the transactions contemplated hereby, nor compliance by Charter the Company and the Company Bank with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles of Incorporation or Bylaws of the Company or the Charter Bylaws charter, bylaws or similar governing documents of the Company Bank, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.4 hereof are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank the Company Bank, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter the Company or CharterBank the Company Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank the Company Bank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (ai) Charter Each of the Company and Company OP has full all requisite corporate power and authority authority, or limited partnership power and authority, as applicable, to execute execute, deliver and deliver perform its obligations under this Agreement and and, subject to the receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and Company OP and the performance by the Company and Company OP of their respective obligations hereunder and the consummation of the Merger transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of Charter. The Board the Company, the sole Company OP GP, and the requisite limited partners of Directors the Company OP, respectively, and all other necessary corporate or partnership action on the part of Charter has determined that the Company and the Company OP, respectively, other than the receipt of the Company Required Vote, the due filing of the Certificate of Merger, on the terms and conditions set forth in this Agreement, is in the best interests DESM Certificate of Charter and has directed that this Agreement Merger and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting Partnership Certificate of such stockholders and has adopted a resolution to Merger with the foregoing effect. Except for the Requisite Charter Stockholder Approval Delaware Secretary and the adoption MDSM Articles of Merger with SDAT, and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate or partnership proceedings on the part of Charter the Company or Company OP are necessary to approve authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter each of the Company and (assuming due authorizationCompany OP and constitutes, subject to the execution and delivery by CenterState) constitutes Parent, Parent OP and Merger Sub, a valid and binding obligation of Chartereach of the Company and Company OP, enforceable against Charter the Company and Company OP in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or moratorium and other similar laws of general applicability affecting or relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to general principles of equity (the “Enforceability Bankruptcy and Equitable Exceptions”)). (bii) Neither the The execution and delivery by each of the Company and Company OP of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Charter nor the consummation by Charter each of the transactions contemplated hereby, nor compliance by Charter Company and Company OP will not (A) conflict with or result in any of the terms violation or provisions hereof, will (i) violate any provision of the Charter Articles or the Charter Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter or CharterBank or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f)breach of, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation underto the loss of a benefit under any Contract, accelerate permit, concession, franchise or right binding upon the performance required by, Company or any Subsidiary of the Company or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company, Company OP or CharterBank under, any other Subsidiary of the termsCompany, conditions other than Permitted Liens, (B) conflict with or provisions result in any violation of any noteprovision of the Organizational Documents of the Company, bondCompany OP or any other Subsidiary of the Company or (C) assuming that all consents, mortgageapprovals and authorizations contemplated by clauses (A) through (D) of Section 3.1(c)(iii) have been obtained and all filings and notifications described in such clauses have been made, indenture, deed conflict with or result in any violation of trust, license, lease, agreement any Laws applicable to the Company or other instrument or obligation to which Charter or CharterBank is a party, or by which they any Subsidiary of the Company or any of their respective properties or assets may be boundassets, except (other than in the case of clause clauses (iiA), (B) above) for such violationsand (C), conflictsas would not reasonably be expected to have, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, a Company Material Adverse Effect or to prevent or materially impair or delay the transactions contemplated by this Agreement. (iii) Except for (A) the applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”), (B) required filings or approvals under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the U.S. Securities Act of 1933, as amended (the “Securities Act”), (C) any filings or approvals required under the rules and regulations of the NYSE or NASDAQ and (D) the due filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL and the DLLCA, the due filing of the Partnership Certificate of Merger with the Delaware Secretary pursuant to the DRUPA, the due filing of the DESM Certificate of Merger with the Delaware Secretary pursuant to the DLLCA and the due filing of the MDSM Articles of Merger with the SDAT pursuant to the MGCL, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or industry self-regulatory organization (a “Governmental Entity”) is required by or with respect to the Company, Company OP or any other Subsidiary of the Company in connection with the execution and delivery of this Agreement by the Company or the Company OP or the consummation by each of the Company and Company OP of the transactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings that, if not obtained or made, would not reasonably be likely expected to have have, individually or in the aggregate, a Company Material Adverse Effect on Charteror to prevent or materially impair or delay the transactions contemplated by this Agreement.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter the Company and has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders for approval adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors a majority of CharterBank and Charter as its sole shareholderall the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Charter Articles or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 and Section 4.4 are duly obtained and/or made, (x) violate any Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to the approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CharterCompany Board. The Company Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders shareholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the Requisite Charter Stockholder Approval approval and the adoption and approval of the Bank Merger this Agreement by the board Company’s shareholders, by a vote of directors a majority of CharterBank and Charter as its sole shareholderthe votes entitled to be cast on this Agreement (the “Company Requisite Vote”), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or and to consummate the transactions contemplated herebyhereby other than the filing of Articles of Merger as provided in Section 1.2 hereof. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) this Agreement constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither Except as may be set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company and the Company Bank of the transactions contemplated hereby, nor compliance by Charter the Company and its Subsidiaries with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles of Incorporation or Bylaws of the Company or the Charter Bylaws Charter, bylaws or similar governing documents of the Company Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.4 hereof are duly obtained and/or madeand remain in effect, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank the Company Subsidiaries, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter the Company or CharterBank the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (including the Merger), subject only to the requirement that this Agreement, the Merger and the other transactions contemplated by this Agreement be adopted and approved by the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any class or series of Company capital stock necessary to approve the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other No corporate proceedings on the part of Charter the Company, other than the required receipt of the Company Stockholder Approval, are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming the due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter with any of the terms or provisions hereof, hereby will (i) violate any provision of the Charter Articles Company Certificate, the Company Bylaws or the Charter Bylaws certificate of incorporation or bylaws or other organizational or constitutive documents or governing instruments of any material Subsidiary of the Company or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.04 are duly obtained and/or made, : (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Charter or CharterBank the Company, its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require any consent or approval of any person under, result in or permit the termination of or a right of termination or cancellation under, accelerate the acceleration of the performance required by, or other adverse change of any right or obligation under any provision of (x) the Medium Term Notes or the Canadian Fleet Securitization Program or any agreements related to any of the foregoing or (y) any other agreement or instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (C) result in the creation or imposition of any Lien upon Encumbrance, other than Permitted Encumbrances, on any asset of the respective properties or assets of Charter or CharterBank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter or CharterBank is a party, or by which they Company or any of their respective properties or assets may be boundits Subsidiaries, except (except, in the case of the foregoing clause (ii) above) for such violationsonly, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichas would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company. (c) The Company Board of Directors, at a meeting duly called and held, duly adopted resolutions: (i) declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) recommending that the stockholders of the Company adopt this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Recommendation”). Assuming the representations and warranties set forth in Section 4.13 are true and correct, no state “fair price”, “moratorium”, “control share acquisition” or similar anti-takeover statute or regulation (including Section 203 of the DGCL) (collectively, “Takeover Laws”) is applicable to the Merger or any of the other transactions contemplated by this Agreement.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of CharterCompany. The Board of Directors of Charter Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Charter Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval receipt of the Bank Merger affirmative vote to approve and adopt this Agreement by the board holders of directors a majority of CharterBank and Charter as its sole shareholderthe shares of Company Common Stock present in person or represented by proxy at a meeting called therefor, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate and the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has and the Option Agreement have been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStatePurchaser) constitutes a the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Bankruptcy and Equity Exceptions”)). (b) Neither the execution and delivery of this Agreement or the Option Agreement by Charter Company nor the consummation by Charter Company of the transactions contemplated herebyhereby and thereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement or the Option Agreement, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations which, either individually or in the aggregate, creation that would not reasonably be likely expected to have cause a Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions (other than the Second Merger). The execution and delivery of this Agreement and the consummation of the Merger Transactions (other than the Second Merger) have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter the Company has determined that the Merger, on this Agreement and the terms of the Merger and conditions set forth in this Agreement, is the related Transactions (other than the Second Merger) are advisable and in the best interests of Charter the Company and its stockholders, has approved the Company Matters and has directed that this Agreement and the transactions contemplated hereby Company Matters be submitted to Charterthe Company’s stockholders for approval at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for receipt of the Requisite Charter Stockholder Approval affirmative vote of the holders of at least two-thirds of the shares of the Company Common Stock entitled to vote to approve the Company Matters pursuant to this Agreement, the Merger and the adoption and approval of other Transactions (other than the Bank Merger Agreement Second Merger) have been authorized by the board of directors of CharterBank and Charter as its sole shareholder, no other all necessary corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated herebyTransactions (other than the Second Merger), nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Company Articles or the Charter Bylaws Company Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.3(a) and Section 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Charter or CharterBank the Company, any of its Consolidated Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Charter the Company or CharterBank any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation that would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Charterwith respect to the Company. (c) Neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions of this Agreement will, assuming that the consents, rating agency confirmations, approvals, authorizations, notices and filings Previously Disclosed are duly obtained or made, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, confirmation, approval or authorization of, or notice to or filing with any third-party with respect to, any of the terms, conditions or provisions of any Company Managed Fund Contract.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CharterCompany. The Board of Directors of Charter Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Charter Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank and Charter as its sole shareholdera majority of the outstanding shares of Company Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterState▇▇▇▇▇▇ and Merger Sub) constitutes a the valid and binding obligation of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter Company nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, Company Securitization Document, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breaches, defaults, terminations, cancellations, accelerations breach or creations which, either individually or in the aggregate, default that would not reasonably be likely expected to have cause a Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter BCB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by BCB and the consummation completion by BCB of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the MergerBCB and, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders except for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement shareholders of BCB as required by the board BCL, BCB's articles of directors of CharterBank incorporation and Charter as its sole shareholderbylaws and Nasdaq requirements applicable to it, no other corporate proceedings on the part of Charter BCB are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter BCB and, subject to approval by the shareholders of BCB and (assuming due authorizationreceipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof, execution and delivery by CenterState) constitutes a the valid and binding obligation of CharterBCB, enforceable against Charter BCB in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating to or affecting insured depository institutions or the creditors' rights of creditors generally and subject subject, as to enforceability, to general principles of equity (the “Enforceability Exceptions”))equity. (bA) Neither the The execution and delivery of this Agreement by Charter nor BCB, (B) subject to receipt of approvals from the consummation by Charter Regulatory Authorities referred to in Section 3.04 hereof and Heritage's and BCB's compliance with any conditions contained therein, the completion of the transactions contemplated hereby, nor and (C) compliance by Charter BCB with any of the terms or provisions hereof, will not (i) violate conflict with or result in a breach of any provision of the Charter Articles articles of incorporation or the Charter Bylaws other organizational document or bylaws of BCB or any BCB Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 3.05 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter BCB or CharterBank any BCB Subsidiary or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter BCB or CharterBank any BCB Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Charter BCB or CharterBank any BCB Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be likely to have a Material Adverse Effect on CharterBCB.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter the Company, its shareholders and its other constituencies as set forth in Section 14A:6-1 of the NJBCA and has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders shareholders for approval adoption at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank sixty-six and Charter as its sole shareholdertwo-thirds percent (66 2/3%) of the shareholders present and voting at the Company Meeting (the “Requisite Company Vote”), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (x) violate any Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichwhich would not, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CharterCompany. The Board of Directors of Charter Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval and adoption at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval receipt of the Bank Merger Agreement by affirmative vote of the board holders of directors a majority of CharterBank the shares of Company Common Stock entitled to vote to adopt and Charter as its sole shareholderapprove the plan of merger contained in this Agreement, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate and the transactions contemplated herebyhereby have been authorized by all necessary respective corporate action. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter Company nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Company Articles or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations which, either individually or in the aggregate, creation that would not reasonably be likely expected to have cause a Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter Such Company has full all requisite trust or corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the Merger Transactions have been duly and validly approved by the Board of Directors Governors of Chartersuch Company, including all of the Independent Governors of such Company. The Board of Directors Governors of Charter such Company, including all of the Independent Governors of such Company, has unanimously determined that the Merger, on this Agreement and the terms of Mergers to which such Company is a party and conditions set forth in this Agreement, is the related Transactions are advisable and in the best interests of Charter such Company, determined that the interests of such Company’s existing stockholders will not be diluted as a result of the Transactions, has approved the Applicable Matters and has directed that this Agreement and the transactions contemplated hereby Applicable Matters be submitted to Chartersuch Company’s stockholders for approval at a duly held meeting of such stockholders (the “CCT II Stockholders Meeting”, the “FSIC III Stockholders Meeting” or the “FSIC IV Stockholders Meeting”, as applicable) and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval receipt of the Bank Merger Agreement applicable Requisite Vote, the Applicable Matters have been authorized by the board of directors of CharterBank and Charter as its sole shareholder, no other all necessary trust or corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by Charter such Company and (assuming due authorization, execution and delivery by CenterStatethe other parties to this Agreement) constitutes a the valid and binding obligation of Chartersuch Company, enforceable against Charter such Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter such Company, nor the consummation by Charter such Company of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by Charter with any of the terms or provisions hereofsuch Company, will (i) violate any provision of the Charter Articles or the Charter Bylaws its Governing Documents or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.3(a) and Section 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Charter or CharterBank or such Company, any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), its Consolidated Subsidiaries or (yB) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Charter such Company or CharterBank any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Charter such Company or CharterBank any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations whichcreation that would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Chartersuch Company.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the MergerCompany and, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted subject only to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval receipt of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholderCompany Stockholder Approval, no other corporate proceedings on the part of Charter the Company or its stockholders are necessary to approve this Agreement or and to consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company, and (assuming due authorization, execution and delivery by CenterStateiPCS) this Agreement constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company of the Merger or of any of the other transactions contemplated herebyby this Agreement, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of (A) the Charter Articles Second Amended and Restated Certificate of Incorporation or By-Laws of the Company, (B) the certificate of incorporation, by-laws or similar governing documents of any of the Company's Subsidiaries or (C) the Company Plan of Reorganization or the Charter Bylaws order confirming the Company Plan of Reorganization, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.4 are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, 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 termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any loan, guarantee of indebtedness, note, bond, mortgage, indenture, deed of trust, license, permit, concession, franchise, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause clauses (iix) above) and (y), for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or creations whichliens that, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly and validly approved authorized by the Board of Directors of Charter. The Board of Directors of Charter has determined that the MergerCompany Board, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter the Company are necessary to authorize or approve this Agreement or to consummate the transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the Company Stockholder Approval and the filing of the Certificate of Merger, in each case pursuant to the requirements of the DGCL). This Agreement has been duly and validly executed and delivered by Charter and (the Company and, assuming due authorization, execution and delivery by CenterState) Parent and Merger Sub, this Agreement constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting insured depository institutions or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Enforceability Exceptions”))or at law. (b) Neither the execution The execution, performance and delivery of this Agreement by Charter nor the Company, the consummation by Charter the Company of the transactions contemplated herebyby this Agreement, nor and compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, do not and will not (i) contravene, conflict with or violate any provision of the Charter Articles Company Charter, the Company Bylaws, or the Charter Bylaws certificates of incorporation or bylaws or other charter or organizational documents of any of the Subsidiaries of the Company or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 Company Consents are duly obtained and/or madeobtained, (x) contravene, conflict with or violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Governmental Order applicable to Charter or CharterBank the Company or any of their respective properties its Subsidiaries or assets, including but not limited to, 12 C.F.R. 239.63(f), any of the Assets or (y) contravene, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien Lien, other than Permitted Liens, upon any of the respective properties or assets of Charter or CharterBank Assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties Assets or assets business activities may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaultsdefaults or the loss of benefits which would not reasonably be expected to have, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Written Consent, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation of the Merger Transactions have been duly and validly approved authorized by the Company Board of Directors of Charter. The Board of Directors of Charter has determined that and, except for (i) the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval receipt of the Bank Written Consent and (ii) the filing of the Certificate of Merger Agreement by with the board Secretary of directors State of CharterBank and Charter as its sole shareholderthe State of Delaware, no other corporate proceedings on the part of Charter the Company are necessary to authorize the consummation of the Transactions. As of the date hereof, the Company Board has (i) determined that this Agreement and the Transactions, are advisable and fair to and in the best interests of the Company’s stockholders, and (ii) resolved to recommend that the Company’s stockholders approve this Agreement or to consummate and the transactions contemplated herebyTransactions (the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by Charter and (the Company and, assuming due authorization, execution and delivery by CenterState) this Agreement constitutes a the valid and binding obligation agreement of CharterParent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability Laws affecting or relating (whether now or hereinafter) to or affecting insured depository institutions or the creditors’ rights of creditors generally and creditors’ remedies available and (B) is subject to general principles of equity (the “Enforceability Exceptions”)regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter of the transactions contemplated herebyTransactions, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Articles certificate of incorporation or bylaws or other equivalent organizational document, in each case, as amended, of the Charter Bylaws Company or any of the Company Subsidiaries or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Laworder, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, ordinanceorder, writ, edict, decree, rule, regulation, judgment, orderruling, writor requirement issued, decree enacted, adopted, promulgated, implemented or injunction otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to Charter or CharterBank the Company, any of the Company Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of Charter the Company or CharterBank any of the Company Subsidiaries under, any of the terms, conditions or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligation to which Charter the Company or CharterBank any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breachesbreaches or defaults referred to in clause (ii) that would not reasonably be expected to have, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter The Company has full all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to receipt of the Company Shareholder Approval and the Regulatory Approvals, to consummate the Merger and the other transactions contemplated herebyby this Agreement (the “Transactions”). The execution and delivery of this Agreement and the consummation of the Merger Transactions have been duly and validly approved adopted by the Company Board and, except for the approval of Directors this Agreement by a majority of Charter. The Board of Directors of Charter has determined that all the Merger, votes entitled to be cast on the terms and conditions set forth in this Agreement by all shares of Company Capital Stock entitled to vote on the Agreement, is in voting as a single voting group (the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder“Company Shareholder Approval”), no other corporate proceedings on the part of Charter the Company are necessary to authorize the consummation of the Transactions. Subject to Section 6.9(c), the Company Board has (i) adopted this Agreement and determined that this Agreement and the Transactions are advisable and fair to and in the best interests of the Company’s shareholders and (ii) resolved to (A) submit this Agreement for approval by the Company’s shareholders and (B) transmit to such shareholders a recommendation that such shareholders approve this Agreement or to consummate and the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by Charter and (the Company and, assuming due authorization, execution and delivery by CenterState) this Agreement constitutes a the valid and binding obligation agreement of CharterParent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability Laws affecting or relating to or affecting insured depository institutions or the enforcement of creditors’ rights of creditors generally and (B) is subject to general principles of equity (the “Enforceability Exceptions”)regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Neither None of the execution and delivery of this Agreement by Charter nor the Company, the consummation by Charter of the transactions contemplated herebyTransactions, nor or compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Articles articles of incorporation or bylaws or other equivalent organizational document, in each case, as amended, of the Charter Bylaws Company or any of the Company Subsidiaries or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Order or injunction any Law applicable to Charter or CharterBank the Company, any of the Company Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, or result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of Charter the Company or CharterBank any of the Company Subsidiaries under, any of the terms, conditions or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligation to which Charter the Company or CharterBank any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breachesbreaches or defaults referred to in clause (ii) that would not reasonably be expected to have, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and Company has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders shareholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the Requisite Charter Stockholder Approval approval and the adoption and approval of the Bank Merger this Agreement by the board requisite vote of directors of CharterBank and Charter as its sole shareholderthe Company’s shareholders, no other corporate proceedings on the part of Charter the Company are necessary to approve and adopt this Agreement or and to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent) this Agreement constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or receivership and similar laws of general applicability relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))remedies generally. (b) Neither Except as may be set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles of Incorporation or Bylaws of the Company or the Charter Bylaws articles of incorporation, bylaws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.4 hereof are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective material properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective material properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, as would not reasonably be likely to have a Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter United has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CharterUnited. The Board of Directors of Charter United has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter United and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterUnited’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of United Common Stock (the “Requisite Charter Stockholder Approval United Vote”), and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank United Bank and Charter United as its sole shareholder, no other corporate proceedings on the part of Charter United are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter United and (assuming due authorization, execution and delivery by CenterStateRockville) constitutes a valid and binding obligation of CharterUnited, enforceable against Charter United in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Charter United nor the consummation by Charter United of the transactions contemplated hereby, nor compliance by Charter United with any of the terms or provisions hereof, will (i) violate any provision of the Charter United Articles or the Charter United’s Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter United or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter United or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter United or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults which, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on CharterUnited. (c) United Bank has adopted the Bank Merger Agreement, United, as the sole shareholder of United Bank, shall, promptly hereafter, approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by United Bank.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and the Voting Agreement and, subject to the adoption of this Agreement by the Required Company Vote (as defined in Section 4.12(b)), to consummate the transactions contemplated herebyby this Agreement and the Voting Agreement. The execution and delivery of this Agreement and the Voting Agreement and the consummation by the Company of the Merger transactions contemplated by this Agreement and the Voting Agreement have been duly and validly approved by all necessary corporate and stockholder action of the Board Company (subject, in the case of Directors the consummation of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board of directors of CharterBank Required Company Vote), and Charter as its sole shareholder, no other corporate or stockholder proceedings on the part of Charter the Company are necessary to approve this Agreement or the Voting Agreement or to consummate the transactions contemplated herebyby this Agreement and the Voting Agreement. This Each of this Agreement and the Voting Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStatethe other parties hereto and thereto) constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement or the Voting Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated herebyby this Agreement and the Voting Agreement, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement or the Voting Agreement, will (i) violate any provision of the Charter Articles certificate of incorporation or bylaws of the Charter Bylaws Company or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents, approvals and filings waiting periods referred to in Section 3.05 4.4 are duly obtained and/or madeor satisfied, (x) violate any Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (as defined in Section 4.4) (each, a “Law”) applicable to Charter the Company or CharterBank any of its Subsidiaries or any of their respective properties properties, rights or assets, including but except for such violations that would not limited to, 12 C.F.R. 239.63(f)be material to the Company and its Subsidiaries taken as a whole, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be boundbound or affected, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaultsdefaults or other events which have not had and would not reasonably be expected to have, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company. (c) In accordance with Section 262 of the DGCL, no appraisal or dissenters’ rights shall be available to holders of the Company Common Stock in connection with the Merger.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the MergerCompany, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter the Company or its stockholders are necessary to approve this Agreement or Agreement, and to consummate the Merger and the other transactions contemplated herebyhereby (other than, with respect to the Merger, obtaining the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in accordance with the DGCL, the Corrected Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company (the "Company Stockholder Approval")). This Agreement has been duly and validly executed and delivered by Charter the Company, and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) this Agreement constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 3.4(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company of the Merger or any of the other transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles Corrected Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or the Charter certificate of incorporation, Bylaws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.5 hereof are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, 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 termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any loan, guarantee of indebtedness, note, bond, mortgage, indenture, deed of trust, license, permit, concession, franchise, lease, contract, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause clauses (iix) above) and (y), for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or creations whichLiens that, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors of CharterCompany by a unanimous vote thereof. The Board of Directors of Charter Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval of this Agreement and the adoption and approval of the Bank Merger Agreement transactions contemplated hereby by the board affirmative vote of directors a majority of CharterBank and Charter as its sole shareholderall the votes entitled to be cast by holders of outstanding Company Common Stock, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement or the Option Agreement, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Option Agreement have been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStatePurchaser and Merger Sub, as applicable) constitutes a constitute the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement or the Option Agreement by Charter Company, nor the consummation by Charter Company of the transactions contemplated herebyhereby and thereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement or the Option Agreement, will (i) violate any provision of the Charter Company Articles or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterCompany.

Authority; No Violation. (a) Charter Banner has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effectBanner. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by Banner as the board sole shareholder of directors of CharterBank and Charter as its sole shareholderBanner Bank, no other corporate proceedings on the part of Charter Banner or any Banner Subsidiary are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Banner and (assuming due authorization, execution and delivery by CenterStateHome) constitutes a valid and binding obligation of CharterBanner, enforceable against Charter Banner in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The Banner Common Stock to be issued in the Merger, insolvencyhas been (or will be) validly authorized, fraudulent transferwhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Banner will have any preemptive right or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))in respect thereof. (b) Neither the execution and delivery of this Agreement by Charter Banner, nor the consummation by Charter Banner or any of its Subsidiaries of the transactions contemplated hereby, nor compliance by Charter Banner or any Banner Subsidiary with any of the terms or provisions hereof, will (i) violate any provision of the Charter Banner Articles or Banner Bylaws, or the Charter Bylaws organization or governing documents of any Banner Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter or CharterBank Banner, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Banner or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter Banner or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations which, defaults which either individually or in the aggregate, aggregate would not reasonably be likely expected to have a Material Adverse Effect on CharterBanner. (c) The Board of Directors of Banner Bank has adopted the Bank Merger Agreement, Banner, as the sole shareholder of Banner Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement will be duly executed by Banner Bank on the date of this Agreement.

Authority; No Violation. Except as set forth in Section 5.1(c) of the Company Disclosure Schedule: (ai) Charter The Company has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Company Board of Directors of Charter(upon recommendation by the Company Independent Directors’ Committee), at a duly convened meeting thereof. The Board of Directors of Charter has determined that Company, acting through the MergerCompany Board, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders the Stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effectCompany Meeting. Except for approvals that have been previously obtained, the Requisite Charter Company Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholderCompany Unaffiliated Stockholder Approval, no other corporate proceedings votes or approvals on the part of Charter the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStatethe Partners Entities) constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar laws of general applicability Laws relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to by general principles of equity (the “Enforceability Exceptions”regardless of whether such enforceability is considered in a proceeding in equity or at Law)). (bii) Neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i1) (subject to receiving the Company Stockholder Approval and the Company Unaffiliated Stockholder Approval) violate any provision of the Charter Company Articles of Incorporation or Company Bylaws or the Charter Bylaws organizational documents of its Subsidiaries, or (ii2) assuming that the consents, consents and approvals and filings referred to in Section 3.05 5.1(d) are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Charter or CharterBank the Company, any of its Subsidiaries or, to the Company’s Knowledge, any Partially Owned Entities of the Company or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Charter or CharterBank the Company, any of its respective Subsidiaries or, to the Company’s Knowledge, any Partially Owned Entities of the Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter or CharterBank the Company, any Subsidiary of the Company or, to the Company’s Knowledge, any Partially Owned Entities of the Company is a party, or by which they or any of their respective properties or assets may be are bound, except (in the each case of clause (ii) above) for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, Liens which would not reasonably be likely to have constitute a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter The Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that transactions contemplated hereby, including the Merger, on have been duly, validly and unanimously adopted by the terms and conditions set forth in this Agreementboard of directors of the Company, is in the best interests board of Charter and directors of the Company has directed that unanimously resolved to recommend to the Company’s shareholders the approval of this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting herein, and all necessary corporate action in respect thereof on the part of such stockholders and the Company has adopted a resolution been taken, subject to the foregoing effect. Except for approval by the Requisite Charter Stockholder Approval affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”) and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank DNB Bank and Charter the Company as its sole shareholder, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter and (assuming the Company. Assuming due authorization, execution and delivery by CenterState) Parent, this Agreement constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting insured depository institutions or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Enforceability Exceptions”))or at law. (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Company Articles of Incorporation or the Charter Bylaws Company Bylaws, or the articles or certificate of incorporation or bylaws (or similar organizational documents) of any Company Subsidiary, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries, or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of the Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clause (ii) above) , for such violations, conflicts, breaches, defaultsdefaults or the loss of benefits which would not reasonably be expected to, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter has determined the Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the Merger, on the terms of this Agreement and conditions set forth in transactions contemplated by this Agreement, is including the Merger are fair to and in the best interests of Charter the Company and has directed that its stockholders, (ii) declaring the advisability of this Agreement, (iii) approving this Agreement and the transactions contemplated hereby by this Agreement, including the Merger, upon the terms and subject to the conditions herein, (iv) recommending that the Company’s stockholders adopt this Agreement in accordance with the DGCL and (v) directing that the adoption of this Agreement be submitted to Charterfor consideration of the Company’s stockholders for approval at a meeting duly called and held for such purpose. As of such stockholders and the date hereof, none of the aforesaid actions by the Board of Directors of the Company has adopted a resolution to the foregoing effect. been amended, rescinded or modified. (b) Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank and Charter as its sole shareholdera majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or the Merger or to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (bc) Neither the execution and delivery of this Agreement by Charter the Company, nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (x) violate any Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement contract, agreement, or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) above for such violations, conflicts, breaches, losses of benefit, defaults, terminations, cancellations, accelerations or creations whichwhich would not, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CharterCompany by a vote of at least two-thirds of the members of the Board of Directors of Company in office. The Board of Directors of Charter Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval of this Agreement and the adoption and approval of the Bank Merger Agreement transactions contemplated hereby by the board affirmative vote of directors at least a majority of CharterBank and Charter as its sole shareholderall the votes entitled to be cast by holders of Company Common Shares, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStatePurchaser and Merger Sub) constitutes a the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter Company, nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Company Articles or the Charter Bylaws Company Code or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterCompany.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CharterCompany by a vote of at least a majority of the members of the Board of Directors of Company in office. The Board of Directors of Charter Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval of this Agreement and the adoption and approval of the Bank Merger Agreement transactions contemplated hereby by the board affirmative vote of directors at least a majority of CharterBank and Charter as its sole shareholderall the votes entitled to be cast by holders of Company Common Shares at the Company Shareholders’ Meeting, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStatePurchaser and Merger Sub) constitutes a the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Charter Company, nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Company Articles or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, Company Bank or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank Company Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank Company Bank is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterCompany.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby are in the best interests of the Company and its shareholders and has directed (subject to Section 6.11 hereof) that this Agreement and the transactions contemplated by this Agreement be submitted to Charterthe Company’s stockholders shareholders for approval at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors a majority of CharterBank and Charter as its sole shareholderthe votes that holders of the outstanding shares of Company Common Stock are entitled to cast at such meeting (the “Company Shareholder Vote”), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Company Articles or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction (as defined in Section 7.1(d)) applicable to Charter or CharterBank the Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (for, in the case of clause (ii) above) for ), such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations conflicts or creations which, either individually or in the aggregate, breaches as would not reasonably be likely expected to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation of the Merger Transactions have been duly and validly approved by the Board of Directors of Charterthe Company (the “Company Board”). The Subject to Section 6.10(d), the Company Board of Directors of Charter has determined that this Agreement and the Merger, on the terms Transactions are advisable and conditions set forth in this Agreement, is in the best interests of Charter the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby Transactions be submitted to Charterthe Company’s stockholders for approval adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except Company Stockholders Meeting and, except for the Requisite Charter Stockholder Approval adoption of this Agreement and the adoption and approval Transactions by the affirmative vote of the Bank Merger Agreement by holders of a majority of the board outstanding shares of directors of CharterBank and Charter Company Common Stock entitled to vote at such meeting, voting together as its sole shareholdera single class (the “Company Stockholder Approval”), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or and to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar Laws, reorganization now or similar laws of general applicability hereafter in effect, relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))remedies available. (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter of the transactions contemplated herebyTransactions, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Charter Articles or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Laworder, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, ordinanceorder, writ, edict, decree, rule, regulation, judgment, orderruling, writpolicy, decree guideline or injunction requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to Charter or CharterBank the Company, any of the Company Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of Charter the Company or CharterBank any of the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Company Material Contract or other instrument or obligation to which Charter or CharterBank is a partyany Specified Contract, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breachesbreaches or defaults referred to in clause (ii) that would not, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charterthe Company.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Merger by the stockholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of Charterthe Company. The Board of Directors of Charter the Company has determined unanimously that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Charter the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Charterthe Company’s stockholders for approval at a meeting of such stockholders and adoption and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval and adoption of this Agreement and the adoption and approval Merger by the affirmative vote of the Bank Merger Agreement holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (which action may be taken by the board written consent of directors such holders pursuant to Section 228 of CharterBank and Charter as its sole shareholderthe DGCL), no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception ”)). (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank the Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter the Company or CharterBank under, any of its Subsidiaries under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, licensePermit, leaseContract, agreement by-law or other instrument or obligation to which Charter the Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (other than, in the case of clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach or loss, defaultsdefault, terminationstermination, cancellationsright, accelerations acceleration or creations whichLien that would not, either individually or in the aggregate, would not have, or reasonably be likely expected to have have, a Material Adverse Effect on Charterthe Company (disregarding for this purpose clause (D) of the proviso to the definition of such term).

Authority; No Violation. (a) Charter Company has full corporate all requisite limited liability company power and authority to enter into, execute and deliver deliver, and to perform its obligations under, this Agreement and to consummate the transactions contemplated herebyTransactions. The Company Board (on the recommendation of the Company Special Committee) has unanimously (i) determined that this Agreement and the terms of the Merger and the Transactions are advisable, fair to and in the best interests of Company and the Unaffiliated Company Members, (ii) approved, adopted and declared advisable this Agreement and the Transactions, (iii) directed that the adoption of this Agreement and the approval of the Transactions be submitted to Company’s members for approval at a duly held meeting of such members (the “Company Members Meeting”) and (iv) resolved to recommend that the members of Company adopt this Agreement and approve the Transactions (such recommendation, the “Company Board Recommendation”). Except for receipt of the Company Requisite Vote, the execution and delivery of this Agreement and the consummation of the Merger and the other Transactions have been duly and validly approved authorized by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings all necessary company action on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterState▇▇▇▇▇ and Merger Sub) constitutes a the legal, valid and binding obligation of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither None of the execution and delivery of this Agreement by Charter nor Company, the consummation by Charter Company of the transactions contemplated herebyTransactions, nor compliance or the performance of this Agreement by Charter with any of the terms or provisions hereofCompany, will (i) violate any provision of the Charter Articles Company Certificate or the Charter Bylaws Company LLC Agreement, or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.3(a) and Section 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Charter or CharterBank Company or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), its Consolidated Subsidiaries or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Company Material Contract or other instrument or obligation to which Charter Company or CharterBank any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations which, either creation that would not individually or in the aggregate, would not reasonably be likely expected to have be material to Company and its Consolidated Subsidiaries taken as a Material Adverse Effect on Charterwhole.

Authority; No Violation. (a) Charter The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval shareholders of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no Company. No other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and each of the Shareholders and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation of Charterthe Company and each of the Shareholders, enforceable against Charter the Company and each of the Shareholders, in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 3.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter the Company and each of the Shareholders, nor the consummation by Charter the Company and each of the Shareholders of the transactions contemplated hereby, nor compliance by Charter the Company and each of the Shareholders with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles of Incorporation or Bylaws of the Charter Bylaws Company or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.4 hereof are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of the Shareholders or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, materially conflict with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter the Company or CharterBank any of the Shareholders under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, sublicense, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of the Shareholders is a party, or by which they the Company or any of the Shareholders or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter The Company has full the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Board of Directors of the Company has unanimously approved this Agreement and the Merger and all transactions contemplated thereby. The Company Shareholder and Non-voting shareholders, being the controlling shareholders of the Company Stock at the Closing Date, have approved this Agreement, the Merger and the transactions contemplated hereby. No other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated herebythereby. This Agreement has and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a constitute valid and binding obligation obligations of Charterthe Company, enforceable against Charter in accordance with its terms (the Company, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. This Agreement and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by the Company Shareholder and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitute valid and binding obligations of the “Enforceability Exceptions”))Company Shareholder, enforceable against the Company Shareholder, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by Charter the Company nor the consummation by Charter the Company of the transactions contemplated hereby, nor compliance by Charter the Company with any of the terms or provisions hereof, will will, assuming the consents and approvals referred to in Section 3.4 are obtained, (i) violate any provision of the Charter Articles of Incorporation or Bylaws of the Charter Bylaws or Company, (ii) assuming that the consents, approvals and filings referred to in Section 3.05 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter or CharterBank the Company or any of their respective its properties or assetsassets or (iii) to its knowledge, including but not limited toafter due inquiry, 12 C.F.R. 239.63(f)violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a party, or by which the Company or any of its properties or assets may be bound or affected. (yc) Neither the execution and delivery of this Agreement by the Company Shareholder, nor the consummation by the Company Shareholder of the transactions contemplated hereby, nor compliance by the Company Shareholder with any of the terms or provisions hereof, will, assuming that the consents and approvals referred to in Section 3.4 hereof are obtained, (i) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Shareholder or any of its properties or assets or (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter or CharterBank any of the Company Shareholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter or CharterBank any of the Company Shareholder is a party, or by which they the Company Shareholder or any of their respective properties or assets may be bound, except (in the case of clause bound or affected. Subparagraph (ii) above) for such violationshereof shall, conflicts, breaches, defaults, terminations, cancellations, accelerations with respect to verbal contracts be limited to Company or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterCompany Shareholder knowledge.

Authority; No Violation. (a) Charter Target has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of Target Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of CharterTarget. The Board board of Directors directors of Charter has Target determined that the Merger, on the terms Merger is advisable and conditions set forth in this Agreement, is in the best interests interest of Charter Target and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterTarget’s stockholders shareholders for approval adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank and Charter as its sole shareholderthe requisite percentage of the outstanding shares of Target Common Stock, no other corporate proceedings on the part of Charter Target are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Target and (assuming due authorization, execution and delivery by CenterStateAcquiror) constitutes a valid and binding obligation obligations of CharterTarget, enforceable against Charter Target in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies). (b) Neither Except as set forth in Section 4.3(b) of the Target Disclosure Schedule, neither the execution and delivery of this Agreement by Charter Target, nor the consummation by Charter Target of the transactions contemplated hereby, nor compliance by Charter Target with any of the terms or provisions hereof, will (i) violate any provision of the Target Charter Articles or the Charter Bylaws bylaws of Target or the charter and bylaws of the Target Subsidiary, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 4.4 are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter Target or CharterBank the Target Subsidiary or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Target or CharterBank the Target Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter Target or CharterBank the Target Subsidiary is a party, or by which they it or any of their respective its properties or assets may be boundbound or affected, except (in the case of clause (ii) above) above for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations accelerations, or creations whichLiens which would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on CharterTarget.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CharterCompany by at least a two-thirds vote. The Board of Directors of Charter Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval approval of this Agreement and the adoption and approval of the Bank Merger Agreement transactions contemplated hereby by the board affirmative vote of directors at least two-thirds of CharterBank and Charter as its sole shareholderall the votes entitled to be cast by holders of Company Common Shares, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStatePurchaser and Merger Sub) constitutes a the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither Except as Previously Disclosed, neither the execution and delivery of this Agreement by Charter Company, nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Company Articles or the Charter Bylaws Company Code or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CharterCompany.

Authority; No Violation. (a) Charter Each of the Company and the Beneficial Owners has full power, partnership, corporate power or other, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Mergerall requisite action, on the terms and conditions set forth in this Agreementpartnership, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholdercorporate or other, no other corporate proceedings on the part of Charter the Company and the Beneficial Owners, and no other proceedings, corporate or other, on the part of the Company (including without limitation any approval of the General Partner or the Limited Partners) or the Beneficial Owners are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter the Company and the Beneficial Owners and (assuming the due authorization, execution and delivery of this Agreement by CenterStateBuyer) constitutes a valid and binding obligation of Charterthe Company and the Beneficial Owners, enforceable against Charter the Company and the Beneficial Owners in accordance with its terms (terms, except in all cases as such enforceability the same may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar laws of general applicability now or hereafter in effect relating to or affecting insured depository institutions or the creditors' rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))equity. (b) Neither the execution and delivery of this Agreement by Charter the Company or the Beneficial Owners, nor the consummation by Charter any of the Company or the Beneficial Owners, as the case may be, of the transactions contemplated herebyhereby to be performed by them, nor compliance by Charter any of the Company or the Beneficial Owners with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles certificate of limited partnership or agreement of limited partnership of the Charter Bylaws Company or (ii) except as set forth in Schedule 2.2(b) and assuming that the consents, consents and approvals and filings referred to in Section 3.05 Sections 4.2 and 4.3 hereof are duly obtained and/or madeobtained, (x) violate violate, conflict with or require any Lawnotice, statutefiling, code, ordinance, rule, regulation, judgment, order, writ, decree consent or injunction applicable approval under any Applicable Law to Charter which the Company or CharterBank any of its Affiliates or any of their respective properties properties, contracts or assets, including but not limited to, 12 C.F.R. 239.63(f)assets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, cancellation or cancellation modification under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any Lien Encumbrance upon the Acquired Assets, or require any of the respective properties notice, approval or assets of Charter or CharterBank under, any of the terms, conditions or provisions of consent under any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter any of the Company or CharterBank the Beneficial Owners is a party, or by which they any of the Company, the Beneficial Owners, or any of their respective properties or assets assets, may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby, including the Merger, have been duly duly, validly and validly unanimously approved by the Board board of Directors directors of Charter. The Board Company, the board of Directors directors of Charter Company has determined that resolved to recommend to Company’s shareholders the Merger, on the terms approval and conditions set forth in this Agreement, is in the best interests adoption of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders herein, and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other all necessary corporate proceedings action in respect thereof on the part of Charter are necessary Company has been taken, subject to approve the approval of this Agreement or to consummate by the transactions contemplated herebyaffirmative vote of the holders of a majority of the outstanding Shares (the “Requisite Shareholder Approval”). This Agreement has been duly and validly executed and delivered by Charter and (assuming Company. Assuming due authorization, execution and delivery by CenterState) Parent, Buyer and each Seller, this Agreement constitutes a valid and binding obligation of CharterCompany, enforceable against Charter Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting insured depository institutions or the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Enforceability Exceptions”))or at law. (b) Neither the execution and delivery of this Agreement by Charter Company nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereof, will (i) violate any provision of the Charter Company Articles of Incorporation or the Charter Company Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 2.3(a) and Section 2.4 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter Company or CharterBank any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clause (ii) above) , for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations the loss of benefits which, either individually or in the aggregate, would not reasonably be likely to expected to, individually or in the aggregate, have a Material Adverse Effect on CharterEffect.

Authority; No Violation. (a) Charter Each Selling Entity has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors and shareholders of Chartereach Selling Entity. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no No other corporate proceedings on the part of Charter any of the Selling Entities are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by Charter each Selling Entity and (assuming due authorization, execution and delivery by CenterStateBuyer) constitutes a constitute valid and binding obligation obligations of Chartereach Selling Entity, enforceable against Charter each Selling Entity, in accordance with its terms (their respective terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 3.3(b) of the Sellers Disclosure -------------- Schedule, neither the execution and delivery of this Agreement by Charter each Selling Entity, nor the consummation by Charter each Selling Entity of the transactions contemplated hereby, nor compliance by Charter each Selling Entity with any of the terms or provisions hereof, will (i) violate any provision of the Charter Articles of Incorporation or Bylaws or the Charter Bylaws constituent documents of any Selling Entity or any ComputerPrep Subsidiary, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.05 3.4 hereof are duly obtained and/or madeobtained, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter any Selling Entity or CharterBank any ComputerPrep Subsidiary or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, materially conflict with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter any Selling Entity or CharterBank under, any ComputerPrep Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, sublicense, lease, agreement or other instrument or obligation to which Charter any Selling Entity or CharterBank any ComputerPrep Subsidiary is a party, or by which they any Selling Entity or any ComputerPrep Subsidiary or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved and adopted by the Board of Directors of CharterCompany. The At a meeting duly called and held, the Board of Directors of Charter Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Charter Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CharterCompany’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of CharterBank and Charter as its sole shareholdera majority of the votes cast by all shareholders entitled to vote at such meeting, no other corporate proceedings on the part of Charter Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Charter Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a the valid and binding obligation obligations of CharterCompany, enforceable against Charter Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the enforcement of the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither Except as set forth on Section 3.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Charter Company nor the consummation by Charter Company of the transactions contemplated hereby, nor compliance by Charter Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Charter Company Articles or Company Bylaws or the Charter Bylaws articles of incorporation or bylaws of its Subsidiaries or (ii) assuming that the consents, approvals and filings referred to in Section 3.05 3.4 are duly obtained and/or made, (xA) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Charter or CharterBank Company, any of its Subsidiaries or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Charter Company or CharterBank any of its Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, or other instrument or obligation to which Charter Company or CharterBank any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations is bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter 4.4.1 FNB has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of this Agreement by FNB’s stockholders (the “FNB Stockholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FNB and the consummation completion by FNB of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated herebyFNB. This Agreement has been duly and validly executed and delivered by Charter FNB, and (subject to FNB Stockholder Approval and the receipt of the Regulatory Approvals and assuming due authorization, and valid execution and delivery of this Agreement by CenterState) Citizens and First Citizens, constitutes a the valid and binding obligation of CharterFNB, enforceable against Charter FNB in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating affecting creditors’ rights generally, and subject, as to or affecting insured depository institutions or the rights of creditors generally and subject enforceability, to general principles of equity (the “Enforceability Exceptions”))equity. (b) 4.4.2 Neither the execution and delivery of this Agreement by Charter FNB, nor the consummation by Charter of the transactions contemplated hereby, nor compliance by Charter FNB with any of the terms or and provisions hereof, hereof will (i) violate conflict with or result in a breach of any provision of the Charter Articles articles of incorporation or the Charter Bylaws or articles of association, as applicable, and bylaws of FNB; (ii) assuming that the consentssubject to receipt of all Regulatory Approvals, approvals and filings referred to in Section 3.05 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter or CharterBank FNB or any of their respective its properties or assets, including but not limited to, 12 C.F.R. 239.63(f; or (iii) except as set forth in FNB Disclosure Schedule 4.4.2(iii), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underamendment of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter or CharterBank under, FNB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Charter or CharterBank FNB is a party, or by which they it or any of their respective its properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter The Company has full the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Board of Directors of the Company has unanimously approved this Agreement and the Merger and all transactions contemplated thereby. Each of the Company Shareholders collectively, being the holders of all of the outstanding Company Stock, has approved this Agreement, the Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated herebythereby. This Agreement has and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by Charter the Company and (assuming due authorization, execution and delivery by CenterStateParent and Merger Sub) constitutes a constitute valid and binding obligation obligations of Charterthe Company, enforceable against Charter in accordance with its terms (the Company, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. This Agreement and all other agreements and documents to be entered into in connection herewith have been duly and validly executed and delivered by each of the Company Shareholders and (the “Enforceability Exceptions”))assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes valid and binding obligations of each Company Shareholder, enforceable against each Company Shareholder, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither the The execution and delivery of this Agreement by Charter nor each of the Company and the Company Shareholders, the consummation by Charter of the transactions contemplated hereby, nor and compliance by Charter with any of the terms or and provisions hereof, will not, assuming the consents and approvals referred to in Section 3.4 are obtained, (i) violate any provision of the Charter Articles of Incorporation 15 or Bylaws of the Charter Bylaws or Company, (ii) assuming that the consents, approvals and filings referred to in Section 3.05 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rulerule or regulation applicable to the Company or the Company Shareholders or any of their assets or properties, regulationwhere such violation would reasonably be expected to have a Material Adverse Effect, (iii) violate any judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any of the Company Shareholders or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), assets or (yiv) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien or Encumbrance upon any of the respective properties or assets of Charter the Company or CharterBank any of the Company Shareholders under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Charter the Company or CharterBank any of the Company Shareholders is a party, or by which they the Company or any of the Company Shareholders or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Charteraffected.

Authority; No Violation. (a) Charter 5.3.1. The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Charter. The Board of Directors of Charter has determined that the MergerCompany, on the terms and conditions set forth in this Agreement, is in the best interests of Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to Charter’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Charter the Company, and (assuming subject to due authorization, and valid execution and delivery of this Agreement by CenterState) NHBT, constitutes a the valid and binding obligation of Charterthe Company, enforceable against Charter the Company in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating affecting creditors’ rights generally, and subject, as to or affecting insured depository institutions or the rights of creditors generally and subject enforceability, to general principles of equity (the “Enforceability Exceptions”))equity. 5.3.2. Subject to receipt of Regulatory Approvals and NHBT’s and the Company’s compliance with any conditions contained therein, (ba) Neither the execution and delivery of this Agreement by Charter nor the Company, (b) the consummation by Charter of the transactions contemplated hereby, nor and (c) compliance by Charter the Company with any of the terms or provisions hereof, hereof does not and will not (i) violate conflict with or result in a breach of any provision of the Charter Articles articles of incorporation, certificate of formation, limited liability company agreement, bylaws or other similar organizational or governing document of the Charter Bylaws Company or any Company Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 3.05 are duly obtained and/or made, (x) violate any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Charter the Company or CharterBank any Company Subsidiary or any of their respective properties or assets, including but not limited to, 12 C.F.R. 239.63(f), or ; (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Charter the Company or CharterBank under, any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Charter or CharterBank any of them is a party, or by which they or any of their respective properties or assets may be boundbound or affected; or (iv) contravene, except (conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by the Company or any Company Subsidiary. 5.3.3. The Company Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the case best interests of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations the Company and its shareholders and no other proceedings on the part of the Company are necessary to approve the issuance of shares of Company Common Stock or creations which, either individually or in to consummate the aggregate, would not reasonably be likely to have a Material Adverse Effect on Chartertransactions contemplated hereby.