Form of Stock Purchase Warrant - 2004 Offering



 EXHIBIT 4.5 
  

FORM OF 
 BANCSHARES OF FLORIDA,
INC. 
 STOCK PURCHASE WARRANT 
 TO PURCHASE SHARES OF COMMON STOCK, $0.01 PAR VALUE 
  
 This is to certify that, for value received,                      (“Holder” or “Warrant Holder”), or his or her
successors, is entitled, upon the due exercise hereof pursuant to the terms of this Stock Purchase Warrant (“Warrant”) to purchase              shares (subject to
adjustment as provided herein) of the $0.01 par value common stock of Bancshares of Florida, Inc. (the “Company”) at a price per share as specified in Section 2 of this Warrant and to exercise the other rights, powers and privileges
hereinafter provided, all on the terms and subject to the conditions specified herein. The warrants and the underlying shares of common stock are registered under the Securities Act of 1933 pursuant to a Registration Statement on Form SB-2.

  
 Section 1. Certain Definitions. Unless the context
otherwise requires, the following terms as used in this Warrant shall have the following meanings: 
  
 (a) “Bank” shall mean the Bank of Florida – Tampa Bay, a Florida state-chartered banking corporation (In Organization) and a wholly-owned
subsidiary of the Company. 
  
 (b) “Commencement Date”
shall mean the date that the Bank opens for business. 
  
 (c)
“Common Stock” shall mean the Company’s $0.01 par value common stock, any security into which such common stock shall have been changed or any security resulting from reclassification of such common stock. 
  
 (d) “Company” shall mean Bancshares of Florida, Inc., a Florida
corporation, and its successors and assigns. 
  
 (e)
“Exercise Date” shall mean the date on which the Company shall have received from the Holder all deliveries required by Section 3 of this Warrant. 
  
 (f) “Termination Date” shall mean the fifth anniversary of the Commencement Date. 
  
 Section 2. Exercise Price. Subject to the adjustments provided for in this Warrant, the exercise price per share (the
“Exercise Price”) shall be equal to $            . 
  
 Section 3. Call Option. If at any time while this Warrant is outstanding, the Board of Governors of the Federal Reserve System makes a formal
capital call upon the Company, or the Florida Department of Financial Services, the Office of the Comptroller of the Currency, or the Federal Deposit Insurance Corporation makes a formal capital call upon the Bank or another Company subsidiary, the
Holder will exercise this Warrant in whole or in part as may be needed for additional required capital, or the Warrant shall be forfeited. The number of shares of Common Stock as to which the Warrant shall be exercised by each Holder to meet the
capital call will be calculated pro rata on the basis of the number of shares of Common Stock subject to a Warrant held by each Holder. 
  

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 Section 4. Exercise of Warrant. The Holder of this Warrant may, at any time on or after the
Commencement Date, but prior to the Termination Date or the date on which Warrants are called pursuant to Section 3, exercise this Warrant as follows: 
  

	 	•	no part of the Warrant may be exercised prior to the Commencement Date; 

  

	 	•	beginning on the Commencement Date, the Warrant may be exercised with respect to a maximum of 20% of the shares of common stock subject to the Warrant; 

  

	 	•	beginning on the first anniversary of the Commencement Date, the Warrant may be exercised with respect to an additional 20% of the shares of common stock subject to the Warrant;


  

	 	•	beginning on the second anniversary of the Commencement Date, the Warrant may be exercised with respect to an additional 20% of the shares of common stock subject to the Warrant;


  

	 	•	beginning on the third anniversary of the Commencement Date, the Warrant may be exercised with respect to an additional 20% of the shares of common stock subject to the Warrant; and


  

	 	•	beginning on the fourth anniversary of the Commencement Date, the Warrant may be exercised with respect to an additional 20% of the shares of common stock subject to the Warrant;


  
 The Holder may exercise this Warrant, in whole
or in part, by delivering to the Company at its main office: 
  

	 	•	a written notice of such Holder’s election to exercise this Warrant, which notice shall specify the number of shares to be purchased; 

  

	 	•	this Warrant; and 

  

	 	•	a sum equal to the Exercise Price therefor in cash or by certified or cashier’s check. 

  
 Such notice may be in the form of an election to subscribe attached hereto as Exhibit A. Upon delivery thereof, the Company
shall, as promptly as practicable and in any event within ten business days thereafter, cause to be executed and delivered to such Holder a certificate or certificates representing the aggregate number of shares of common stock issuable upon such
exercise. 
  
 The certificate or certificates for shares of common
stock so delivered shall be in such denominations as may be specified in said notice, but in no case less than 100 shares, and shall be registered in the name of such Holder or such other name or names as shall be designated in said notice.

  

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 Such certificate or certificates shall be deemed to have been issued and the person designated to be named in such
certificate shall be deemed to have become a holder of record of such shares, and to have become entitled, to the extent permitted by law, to the right to vote such shares or to consent or receive notice as a stockholder, as of the Exercise Date. If
this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to such Holder a new warrant dated the date it is issued, evidencing the rights of such Holder to purchase
the remaining shares of common stock issuable pursuant to this Warrant, which new warrant shall in all other respects be identical with this Warrant, or, at the request of such Holder, appropriate notation may be made on this Warrant and the Warrant
returned to such Holder. 
  
 The Company shall pay all expenses,
transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 4, except that, in the event such stock certificates are to be registered in a name or names other than the
name of the Holder, funds sufficient to pay all stock transfer and any other applicable taxes payable upon the issuance of such certificates, if any, shall be paid by the Holder not later than the Exercise Date. 
  
 Section 5. Warrant Registration. At all times while any portion of
this Warrant remains outstanding and exercisable, the Company shall keep and maintain at its principal offices a register in which the ownership and any exchange of this Warrant shall be recorded. The Company shall not at any time, except upon the
dissolution, liquidation or winding up of the Company, close such register so as to result in the prevention or delay of the proper exercise of this Warrant. 
  
 Section 6. Exchange. This Warrant is exchangeable upon its surrender by the Holder to the Company for a new Warrant or Warrants, in such
denominations as Holder shall designate at the time of surrender for exchange, of like tenor and date, representing in the aggregate the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder.
Each of the new Warrants shall represent the right to subscribe for and purchase not less than 100 shares of common stock (except to the extent necessary to reflect the balance of the number of shares purchasable hereunder). 
  
 Section 7. Representations and Covenants of Issuer. 
  
 (a) The Company hereby represents to the Holder as follows: 
  

	 	•	The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida. 

  

	 	•	The Company has the corporate power and authority to execute and deliver this Warrant and to perform the terms hereof, including the issuance of shares of common stock issuable upon
exercise hereof. The Company has taken all action necessary to authorize the execution, delivery and performance of this Warrant and the issuance of the shares of common stock issuable upon exercise hereof. This Warrant has been duly authorized and
executed by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally. 

  

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 (b) The Company covenants and agrees that all shares of common stock which may be issued upon the
exercise of this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges (other than taxes in respect of any transfer occurring contemporaneously with such issuance). 
  
 Section 8. Adjustments to Exercise Price and Number of Shares
Purchasable. The Exercise Price and number of shares of common stock which may be purchased pursuant to this Warrant shall be subject to adjustment from time to time as follows: 
  
 (a) In the event the Company shall at any time exchange, as a whole, by division or combination in any manner or by the
making of a stock dividend, the number of shares of common stock then outstanding into a different number of shares, with or without par value, then thereafter the number of shares of common stock which the Holder shall be entitled to purchase
pursuant to this Warrant (calculated immediately prior to such change), shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of outstanding common stock of the Company by
reason of such change. The Exercise Price after such change shall, in the event of an increase in the number of shares of common stock outstanding, be proportionately reduced, and, in the event of a decrease in the number of shares of common stock
outstanding, be proportionately increased. 
  
 (b) In the event of
any reclassification or change of outstanding shares of common stock, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision, combination or stock dividend as provided
for in Section 8(a), or in the event of any consolidation of the Company with, or merger of the Company into, another corporation, or in the event of any sale of all or substantially all of the property, assets, business and goodwill of the Company,
the Company, or such successor or purchasing corporation, as the case may be, shall provide that the Holder of this Warrant shall thereafter be entitled to purchase, by exercise of this Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, change, consolidation, merger or sale by a holder of the number of shares of common stock which this Warrant entitles the Holder to purchase immediately prior to such reclassification,
change, consolidation, merger or sale. Any such successor corporation thereafter shall be substituted for the Company for purposes of this Warrant. 
  
 Section 9. Holder’s Rights. Except as otherwise expressly set forth herein, this Warrant shall not entitle the Holder to any rights of a
stockholder of the Company, except that if the Company, during the period in which this Warrant is exercisable, declares a dividend upon the common stock payable other than in cash out of earnings or earned surplus (computed in accordance with
generally accepted accounting principles) or other than in common stock or securities convertible into common stock, then the Holder, upon exercise of this Warrant, shall receive the number of shares of common stock purchasable upon such exercise
and, in addition and without further payment, the stock or other securities or property which the Holder would have received by way of dividends or other distribution if, continuously since the date hereof, such Holder: (a) had been the record
holder of the number of shares of common stock then being purchased, and (b) had retained all such stock and other securities (other than common stock or securities convertible into common stock) and/or other property payable in respect of such
common stock or in respect of any stock or securities paid as dividends and originating directly or indirectly from such common stock. 
  

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 Section 10. Notices. If there shall be any adjustment as provided in Section 8 hereof, or if
securities or property other than shares of common stock of the Company shall become purchasable in lieu of shares of common stock upon exercise of this Warrant, or the Company exercises its call option, then the Company shall forthwith cause
written notice thereof to be sent by registered mail, postage prepaid, to the registered Holder of this Warrant at the address of such Holder shown on the books of the Company. Which notice shall be accompanied by an explanation setting forth in
reasonable detail the basis for the Holder’s becoming entitled to purchase such shares and the number of shares which may be purchased and the exercise price thereof, or the facts requiring any such adjustment and the exercise price and number
of shares purchasable subsequent to such adjustment, or the kind and amount of any such securities or property so purchasable upon the exercise of this Warrant, or the number of Warrants called under the call option, as the case may be. At the
request of the Holder and upon surrender of this Warrant, the Company shall reissue this Warrant in a form conforming to such adjustments. 
  
 Section 11. Cash in Lieu of Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of this Warrant. If,
by reason of any change made pursuant to Sections 8 or 9 hereof, the Holder of this Warrant would be entitled, upon the exercise of any rights evidenced hereby, to receive a fractional share, the Company shall, upon such exercise, pay to the Holder
an amount in cash equal to the market value of such fractional interest, determined by the Board of Directors of the Company as of the Exercise Date. 
  
 Section 12. Lost, Stolen, Mutilated, or Destroyed Warrants. If this Warrant shall become lost, stolen, mutilated, or destroyed, the Company shall,
upon receipt of a bond, affidavit or other item that would provide sufficient indemnity from the Holder, issue a new warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. 
  
 Section 13. Limitation of Liability. No provision hereof, in the
absence of affirmative action by the Holder hereof to purchase shares of common stock, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of such Holder for the purchase price of the shares or as a
stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 
  
 Section 14. Applicable Law. The validity, interpretation, and performance of this Warrant shall be governed by the laws of the State of Florida.

  
 Section 15. Successors and Assigns. This Warrant and
the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the Holder hereof. 
  
 Section 16. Headings. Headings of the paragraphs in this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant. 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed this      day of
            , 2004, by its duly authorized officers. 
  

									
	BANCSHARES OF FLORIDA, INC.	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	 
	 	 	
	 	 	 	 	 	

	 	 	 Michael L. McMullan
 President and Chief Executive
Officer
	 	 	 	 	 	 Earl L. Frye
 Chairman of the Board of
Directors


  

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 EXHIBIT A 
  

[Subscription Form to Be Executed Upon Exercise of Warrant] 
  
 The undersigned registered holder or permitted assignee of such registered holder of the attached Warrant hereby (1) subscribes for
             Shares which the undersigned is entitled to purchase under the terms of the attached Warrant, (2) makes the full cash payment therefor called for by the attached
Warrants, (3) directs that a new Warrant be issued for any Warrant not being exercised at this time, and (4) directs that the shares issuable upon exercise of said Warrant be issued as follows: 
  

			
		
	 	 	 
	

	 (Name)

		
	 	 	 
	

	 (Address)

		
	 	 	 
	

	 (Signature)

		
	 Dated:
	 	  




  
 NOTICE: The signature on this
subscription form must correspond with the name as written upon the face of the attached Warrant in every particular, without alteration, or any change whatsoever. 
  

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