CenterState Bank : Related Persons Transaction Policy

RELATED PERSONS TRANSACTION POLICY

Body of Policy

CenterState Bank Corporation (the "Company") has adopted this Policy on Related Party Transactions, as required by Item 404(b) of Regulation S-K of the Securities Act of 1933 (the "Act"). This policy applies to any transaction where the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, the Company is a participant, and the Related Person has or will have a direct or indirect material interest, unless the transaction is exempt under Section 3 of this Policy. CenterState Bank's Regulation O Policy (contained in its lending policies) governs loans to related parties instead of this policy. This Related Party Transaction Policy may be amended at any time and is subject to further guidance from the SEC and/or actions taken by the Company's Board of Directors or the Audit Committee.

Under this policy, any "RelatedPerson Transaction" shall be consummated or shall continue only if:

1. the Audit Committee approves or ratifies the business activity or relationship in advance of such transaction in accordance with the guidelines set forth in the policy and if the transaction is on term comparable to those that could be obtained in arm's length dealings with an unrelated third person,
2. the transaction is approved by the disinterested members of the Board of Directors, or
3. the transaction involves compensation approved by the Company's Compensation Committee.

Definitions.

For these purposes, a "Related Person" is:

1. an individual identified by the Board of Directors as an executive officer, Section 16 officer or director of the Company,
2. a shareholder owning in excess of five percent of the Company (or its controlled affiliates),
3. a person who is an immediate family member of an executive officer or director, or
4. an entity which is owned or controlled by someone listed in 1, 2 or 3 above, or an entity in which someone listed in 1, 2 or 3 above has a substantial ownership interest or control of such entity (10% or more ownership or is a Trustee or Director of such entity).

A "Related Person Transaction" is a transaction between the Company and any Related Person (including any transactions requiring disclosure under Item 404 of Regulation S-K under the Securities Exchange Act of 1934), other than:

Internal

1. Transactions available to allemployees or customers generally,
2. Loans made by a banking subsidiary of the Company in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and not involving more than the normal risk of collectability or presenting other unfavorable features. As noted in the first paragraph of this Policy, loans to related persons are governed by CenterState Bank's Regulation O Policy and Federal banking regulations, which require Board approval for these category of loans and is therefore outside of the scope of this policy,
3. Deposit relationship by a banking subsidiary of the Company in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable transactions with
   unrelated persons, or
4. Director fees.

Role of Audit Committee. The Board of Directors has determined the Audit Committee of the Board is best suited to review and approve Related Person Transactions as defined by this Policy. Accordingly, the Related Person, or management shall seek the Audit Committee's approval of a proposed Related Person Transaction prior to the consummation of the transaction. In the event management consummates a Related Person Transaction prior to the Audit Committee's approval, such transaction must then be submitted for ratification by the Audit Committee, provided that if ratification shall not be forthcoming, management shall make all reasonable efforts to cancel or annul such transaction.

Role of Management.The Company's Director's and Officer's Questionnaire shall annually request information on any and all Related Party Transactions. It is the obligation of directors and executive officers to complete or update the questionnaire or form upon request. The General Counsel shall oversee the maintenance of a master list of all Related Parties and Related Party Transactions based in part from the information on the questionnaires and in part from quarterly updates by the directors and officers. This list shall be distributed to the appropriate officers and employees of the Company so that transactions with Related Parties may be confirmed and any missing transactions identified. The list also shall be provided periodically to the Internal Audit Manager.

Corporate Opportunity.The Board recognizes that situations exist where a significant opportunity may be presented to management or a member of the Board of Directors that may equally be available to the Company, either directly or via referral. Before such opportunity may be consummated by a Related Person (other than an otherwise unaffiliated 5% shareholder), such opportunity shall be presented to the Audit Committee or Board of Directors of the Company for consideration. This doctrine states that the Related Person's interest is secondary to the Company's opportunity.

Disclosure Obligations.All Related Person Transactions are to be disclosed in the Company's applicable filings as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and related rules. Furthermore, all Related Person Transactions shall be disclosed to the Audit Committee of the Board and the Audit Committee shall report these transactions to the full Board of Directors annually or more often if deemed prudent.

The following shall be considered, but not necessarily controlling, in any determination of materiality:

1. The dollar amount of any transaction or series of transactions;
2. Whether the transaction falls within an exemption provided by Item 404(a) of Regulation S-K;
3. Whether the transaction is within the normal course of business for the Company or its subsidiaries on terms and conditions that are no less favorable to the Company than similar transactions with unrelated persons;
4. Whether, based on principles of corporate transparency, the transaction would be material to investors, stockholders, customers; and
5. Whether the transaction falls within any provision of the Company's Code of Ethics banking rules, or other legal or regulatory rules or guidelines.

Other Agreements.Management shall assure that all Related Person Transactions are approved in accordance with any requirements of the Company's financing agreements.

Reporting responsibility.The Related Person shall be responsible for submitting for approval potential Related Person Transactions to the Audit Committee prior to consummation of contemplated transaction.

Approved and reaffirmed, April 23, 2020