0001193125-04-084836 Sample Contracts

Form of Underwriting Agreement
Underwriting Agreement • May 11th, 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”). Included in the Firm Shares are shares to be sold to the Founding Directors of Bank of Florida, Tampa Bay (In Organization) (the “Organizers’ Shares”) pursuant to an option agreement dated as of April 8, 2004. 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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