Letter Agreement



 Exhibit 10.1 
 Letter Agreement 
 UNITED STATES DEPARTMENT
OF THE TREASURY 
 1500 PENNSYLVANIA AVENUE, NW 
 WASHINGTON, D.C. 20220 
 UST Sequence
Number: 23 
 Dear Ladies and Gentlemen: 
 The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred
Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United
States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased Securities. 
 The
purpose of this letter agreement is to confirm the terms and conditions of the purchase by the Investor of the Purchased Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the
provisions contained in the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the “Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined in the Securities
Purchase Agreement are used in this letter agreement as so defined. In the event of any inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern. 
 Each of the Company and the Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased
Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase Agreement on the terms specified on Schedule A hereto. 
 This letter agreement (including the Schedules hereto) and the Securities Purchase Agreement (including the Annexes thereto) and the Warrant constitute
the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof. This letter agreement constitutes the “Letter
Agreement” referred to in the Securities Purchase Agreement. 
 This letter agreement may be executed in any number of separate
counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles
will be deemed as sufficient as if actual signature pages had been delivered. 
 * * * 







 In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized
representatives of the parties hereto as of the date written below. 
  

			
	UNITED STATES DEPARTMENT OF THE TREASURY
		
	By:	 	 /s/ Neel Kashkari

	Name:	 	Neel Kashkari
	Title:	 	Interim Assistant Secretary for Financial Stability
	
	CENTERSTATE BANKS OF FLORIDA, INC.
		
	By:	 	 /s/ Ernest S. Pinner

	Name:	 	Ernest S. Pinner
	Title:	 	President, CEO, and Chairman of the Board


 Date: November 21, 2008 







 EXHIBIT A 
 SECURITIES PURCHASE AGREEMENT 
 Exhibit 10.4 incorporated by reference 







 SCHEDULE A 
 ADDITIONAL TERMS AND CONDITIONS 
 UST Sequence Number: 23 
 Company Information: 
 Name of the Company:
CenterState Banks of Florida, Inc. 
 Corporate or other organizational form: Corporate 
 Jurisdiction of Organization: Florida 
 Appropriate Federal Banking Agency: Federal Reserve Bank of Atlanta 
  

					
	Notice Information:	  	James. J. Antal	  	John P. “Jack” Greeley, Esquire
		  	Chief Financial Officer	  	Smith Mackinnon, P.A.
		  	CenterState Banks of Florida, Inc.	  	255 S. Orange Ave.
		  	42745 U.S. Highway 27	  	Suite 800
		  	Davenport, Florida 33837	  	Orlando, Florida 32801
		  	Telephone: (863) 419-7750	  	Telephone: (407) 843-7300
		  	Facsimile: (863) 419-7798	  	Facsimile: (407) 843-2448

 Terms of Purchase: 
 Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock, Series A 
 Per Share
Liquidation Preference of Preferred Stock: One thousand dollars ($1,000.00) 
 Number of Shares of Preferred Stock Purchased: 27,875

 Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15, and November 15 

Number of Initial Warrant Shares: 250,825 
 Exercise Price of the Warrant: $16.67 per share 
 Purchase Price: $27,875,000.00 
 Closing: 
 Location of Closing: 
 Time of Closing: 
 Date of Closing:

  

			
	Wire Information for Closing:	  	ABA Number: 063114030
		  	Bank: CenterState Bank of Florida, N.A.
		  	Account Name: CenterState Banks of Florida, Inc.
		  	Account Number: 2004802
		  	Beneficiary: CenterState Banks of Florida, Inc.








 SCHEDULE B 
 CAPITALIZATION 
 UST Sequence Number: 23 
 Capitalization Date: October 31, 2008 
 Common Stock 
 Par value: $0.01 per share 
 Total
Authorized: 40,000,000 shares 
 Outstanding: 12,467,815 shares 
 Subject to warrants, options, convertible securities, etc.: 1,211,056 shares 
 Reserved for benefit plans and other issuances: 111,500 shares 
 Remaining authorized but unissued: 26,209,629 shares 
 Shares issued after Capitalization
Date (other than pursuant to warrants, options, convertible securities, etc. as set forth above): None 
 Preferred Stock 
 Par value: $0.01 per share 
 Total
Authorized: 5,000,000 shares 
 Outstanding (by series): None 
 Reserved for issuance: None 
 Remaining authorized but unissued: 5,000,000 shares 







 SCHEDULE C 
 REQUIRED STOCKHOLDER APPROVALS 
 UST Sequence Number: 23 
  

					
	 	  	Required1	  	% Vote Required
	Warrants — Common Stock Issuance	  		  	
			
	Charter Amendment	  		  	
			
	Stock Exchange Rules	  		  	

 If no stockholder approvals are required, please so indicate by checking the box: x
. 
  

	 1
	 If stockholder approval is required, indicate applicable class/series of capital stock that are required to vote.










 SCHEDULE D 
 UST Sequence Number: 23 
 LITIGATION 
 List any exceptions to the representation and warranty in Section 2.2(l) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box: x. 







 SCHEDULE E 
 UST Sequence Number: 23 
 COMPLIANCE WITH LAWS 
 List any exceptions to the representation and warranty in the second sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box: x. 
 List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box: x. 







 SCHEDULE F 
 UST Sequence Number: 23 
 REGULATORY AGREEMENTS 
 List any exceptions to the representation and warranty in Section 2.2(s) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box: x.