Attached files

file filename
S-1/A - PRE-EFFECTIVE AMENDMENT NUMBER FIVE TO FORM S-1 - BANK OF FLORIDA CORPds1a.htm
EX-5.1 - OPINION OF IGLER & DOUGHERTY, P.A - BANK OF FLORIDA CORPdex51.htm
EX-4.5 - FORM OF RIGHTS CERTIFICATE - BANK OF FLORIDA CORPdex45.htm
EX-10.8 - ESCROW AGREEMENT - BANK OF FLORIDA CORPdex108.htm
EX-23.2 - CONSENT OF HACKER, JOHNSON & SMITH, P.A - BANK OF FLORIDA CORPdex232.htm
EX-99.8 - FORM OF BENEFICIAL OWNER ELECTION FORM - BANK OF FLORIDA CORPdex998.htm
EX-99.2 - FORM OF INSTRUCTIONS FOR USE OF RIGHTS CERTIFICATE - BANK OF FLORIDA CORPdex992.htm
EX-99.3 - FORM OF NOTICE OF GUARANTEED DELIVERY - BANK OF FLORIDA CORPdex993.htm
EX-99.6 - FORM OF LETTER TO BROKER CLIENTS - BANK OF FLORIDA CORPdex996.htm
EX-99.5 - FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS OF COMMON STOCK - BANK OF FLORIDA CORPdex995.htm
EX-23.3 - CONSENT OF PORTER KEADLE MOORE, LLP - BANK OF FLORIDA CORPdex233.htm
EX-99.7 - FORM OF NOMINEE HOLDER CERTIFICATION - BANK OF FLORIDA CORPdex997.htm
EX-99.4 - FORM OF LETTER TO RECORD HOLDERS OF COMMON STOCK - BANK OF FLORIDA CORPdex994.htm

Exhibit 99.9

BANK OF FLORIDA CORPORATION

SUBSCRIPTION AGREEMENT

RETURN THIS SUBSCRIPTION AGREEMENT TO:

By Mail or Overnight Delivery:

Pacific Coast Bankers’ Bank

340 Pine Street, Suite 401, San Francisco, California 94104

Attention: Bank of Florida Corporation Escrow Account

IMPORTANT: The terms of this offering are described in the Prospectus which you have received together with this Subscription Agreement. You should read the Prospectus carefully in its entirety before completing and returning this Subscription Agreement. If you elect to subscribe for shares of our common stock in accordance with the terms contained in the Prospectus and as described further below, you must complete and sign this Subscription Agreement and the accompanying IRS Form W-9 in their entirety. If you fail to provide all of the required information and/or properly sign this Subscription Agreement or the required Form W-9, your subscription may be returned to you.

Once you have submitted your subscription, it becomes irrevocable, meaning that you do not have the right to cancel or withdraw your subscription.

1. By completing and signing this Subscription Agreement, you hereby subscribe at a price of $                 per share for shares of common stock (the “Shares”) of Bank of Florida Corporation (referred to in this Subscription Agreement as the “Corporation” or, as the context requires, as “us”, “we” and “our”). We are offering shares of our common stock in a supplemental offering (the “Supplemental Offering”), which we are undertaking concurrently with our distribution to our existing stockholders of subscription rights to purchase shares of our common stock (the “Rights Offering”). In payment for the Shares, you have enclosed with this Subscription Agreement a certified or cashier’s check, or a bank draft drawn on a U.S. bank, or a U.S. postal money order, or a personal check in the amount of $                 (the “Subscription Price”) made payable to “Pacific Coast Bankers’ Bank, as escrow agent for Bank of Florida Corporation”. You understand that the minimum number of shares of our common stock that you may subscribe for in the Supplemental Offering is 1,000 shares, provided that we may, in our sole discretion, elect to waive this minimum purchase requirement.

2. You acknowledge and agree that the number of shares of our common stock that may be made available under the Supplemental Offering will depend upon the number of shares that are sold to existing stockholders in the Rights Offering, including pursuant to both the basic subscription rights and the oversubscription opportunity under the Rights Offering, and that there is no guarantee that any shares of our common stock will be made available for purchase by you or any other person in the Supplemental Offering. You further acknowledge and agree that, if there is an oversubscription for the shares that are made available for purchase in the Supplemental Offering, then we will determine in our sole discretion what procedures we will follow to allocate these shares among the subscribers in the Supplemental Offering.

3. You acknowledge and agree that we reserve the right, in our sole discretion, to accept or reject your subscription, in whole or in part, for any reason or for no reason at all.

4. You acknowledge and agree that the Subscription Price that you have paid will be deposited into a segregated non-interest bearing escrow account maintained at Pacific Coast Bankers’ Bank, whom we have retained to serve as our escrow agent in connection with both the Rights Offering and the Supplemental Offering (the “Escrow Agent”). Your funds will be held in escrow pending fulfillment of the escrow release conditions described in the Prospectus. We will review all of the subscriptions in the Supplemental Offering and we will make a decision as to each subscription whether to accept or reject the subscription in whole or in part. If we reject your subscription in full, then the Escrow Agent will return this Subscription Agreement to you with a check in the amount of the Subscription Price that you have delivered to the Escrow Agent with this Subscription Agreement, and neither you nor the Corporation will have any further obligation under this Subscription Agreement. If we accept only a part of your subscription, then the Escrow Agent will return to you, a check payable to you in an amount equal to the per share purchase price in the Supplemental Offering multiplied by the number of shares of our common stock for which your subscription was not accepted. Our use of the funds that we receive in the Supplemental Offering will only occur following the closing of the Supplemental Offering.


5. To induce us to accept your subscription, you hereby represent and warrant to us that:

(a) You have received and reviewed carefully the Prospectus;

(b) You acknowledge and agree that, except as set forth in the Prospectus, no representations or warranties have been made to you by the Corporation, its officers or directors, or any agent, employee or affiliate of any of them, and in entering into this transaction you are not relying upon any information, other than the information contained in the Prospectus.

(c) You understand that our sale of the Shares to you has not been approved or disapproved by any of the United States Securities and Exchange Commission, the Federal Deposit Insurance Corporation (the “FDIC”), or any other federal or state agency, and that no such agency has passed on the accuracy or adequacy of the Prospectus.

(d) You understand that the Shares that you have subscribed for are not deposits, and that the Shares are not insured by the FDIC or any other government agency, and that the Shares are subject to investment risk, including the possible loss of the entire amount that you have invested in the Shares.

(e) The information you have included in the accompanying IRS Form W-9 (Request For Taxpayer Identification Number and Certification) is true and correct in all respects.

6. You acknowledge that the Supplemental Offering will be closed at 5:00 p.m., Eastern Time, on April 16, 2010; provided, however, that we may, in our sole discretion, elect to extend the closing date of the Supplemental Offering.

7. If the Supplemental Offering is terminated, which we may choose to do at any time in our sole discretion, then the Subscription Price that you have paid will be returned to you, without any accrued interest or deduction for expenses, by the Escrow Agent, and neither you nor the Corporation will have any further obligation under this Subscription Agreement.

8. All of the shares of our common stock that you may purchase in the Supplemental Offering will be issued as soon as practicable after the closing of the Supplemental Offering and will be registered exactly in the name(s) you indicate below.

9. You acknowledge and agree that you may not sell, transfer or assign this Subscription Agreement or your subscription to purchase the Shares contained herein to any other person.

IN WITNESS WHEREOF, you have executed this Subscription Agreement on                       , 2010 and you hereby certify that the information provided in this Subscription Agreement is true, correct and complete.

[PLEASE PRINT OR TYPE]

 

  

 

(Name(s) in which stock certificates should be registered)

  
  

 

(Street Address)

  
  

 

(City/State/Zip Code)

  
  

 

(Telephone Number including Area Code)

  
  

 

(Signature)

  
  

 

  


(Second Person’s Signature if issued

in names of more than one person)

Unless you otherwise request in writing, any shares to be issued in the names of two or more persons will be registered in the names of such persons as joint tenants with right of survivorship, and not as tenants in common. If any shares are to be held in joint ownership, all joint owners must sign this Subscription Agreement.

If you have signed this Subscription Agreement in a capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or in any other fiduciary or representative capacity, then you must enclose appropriate evidence of your authority to sign and provide the following additional information:

Name: __________________________________________________

Capacity: _________________________________________________

Telephone Number (including Area Code): ________________________