0001193125-04-108089 Sample Contracts

Form of Underwriting Agreement
Underwriting Agreement • June 24th, 2004 • Bancshares of Florida Inc • National commercial banks • New York

Bancshares of Florida, Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”) an aggregate of 1,250,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). If the Representative is the only firm named in Schedule I hereto, then the terms “Underwriters” and “Representative,” as used herein shall each be deemed to refer to such firm.

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Form of BANK OF FLORIDA – TAMPA BAY ACQUISITION AGREEMENT
Acquisition Agreement • June 24th, 2004 • Bancshares of Florida Inc • National commercial banks • Florida

This Acquisition Agreement (“Agreement”) is made this day of , 2004 (“Effective Date”), by and between Bancshares of Florida, Inc. (“Bancshares”) and the undersigned founding directors (each a “Founding Director” and collectively, the “Founding Directors”) of Bank of Florida – Tampa Bay (In Organization) (“Bank”).

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