Seacoast Banking Corporation of Florida (SBCF) 8-K Entry into a Material Definitive Agreement

Exhibit 4.1

^l8!^8pifflBp^®#™

^B™ Itaji^SERIES

SEE REV ERSE FOR RESTRICTED/iX^A,rawfet^ Sf«K ''^MriOCnlCO LANGUA GE AND C ERTA IN DEFINITIONSfflffi^’ IPvflj§WM US?PREFERRED STOCK

^11WigMk            UW>INCORPORATED UNDER THE LAWS OF THE STATE OFCUSIP^\V \ W$W&

‘¦ .*tf#V            B /’V *-1 ‘ fiv****^’

jgj|PTHIS IS TO CERTIFY THAT

$^|

is the owner of S ‘pflfe-

|FULLY PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES      , PAR VALUE, OFI            W^^

YOUR BANK NAMEiF^’i-ci £*/’/;¦>•??
‘fcS* \i^ ?! [#.’ *2-’

H^ltransferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate > ^ L’ ^

properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. g, |g^ 1 pǤ|

‘.00 JAWITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers

YOUR BANK NAME

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANTTO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION.

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM —as tenants in commonUNIF TRAN MIN ACT—Custodian
TEN ENT — as tenants by the entireties^{(Cust)(Minor)}

JT TEN — as joint tenants with right ofunder Uniform Transfers to Minors survivorship and not as tenants Act in common_(State)

Additional abbreviations may also be used though not in the above list.