Letter Agreement UNITED STATES DEPARTMENT OF THE TREASURY
UNITED STATES DEPARTMENT OF THE TREASURY
0000
XXXXXXXXXXXX XXXXXX, XX
XXXXXXXXXX, X.X.
00000
UST
Sequence Number: 179
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supplemented or superseded by the terms set forth herein or in the Schedules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.
* *
*
FPB
Bancorp, Inc.
UST Seq.
No. 179
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/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Interim Assistant Secretary forFinancial Stability
FPB BANCORP, INC.
By: /s/ Xxxxx X.
Xxxxxx
Name: Xxxxx X.
Xxxxxx
Title: Chief
Executive Officer
Date:
December 5, 2008
FPB
Bancorp, Inc.
UST Seq.
No. 179
EXHIBIT
A
Exhibit
10.4 incorporated by reference
FPB
Bancorp, Inc.
UST Seq.
No. 179
SCHEDULE
A
ADDITIONAL TERMS AND
CONDITIONS
Company
Information:
Name of the
Company: FPB Bancorp, Inc.
Corporate or other organizational
form: Corporation
Jurisdiction of
Organization:
Florida
Appropriate Federal Banking
Agency: Federal
Reserve Bank of Atlanta and FDIC
Notice
Information: Xxxxx X. Xxxxxx
First Peoples Bank
0000 XX Xxxxxx Xxxxx
Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxx
00000
Terms of the
Purchase:
Series of Preferred Stock Purchased:
A
Per Share Liquidation Preference of
Preferred Stock: $1,000
Number of Shares of Preferred Stock
Purchased: 5,800
Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15, and November 15 of
each year
Number of Intitial Warrant Shares: 183,158
Exercise Price of the Warrant: $4.75 per share
Purchase Price: $5,800,000
Closing:
Location of Closing: To be agreed upon by the
parties
Time of
Closing: To be agreed upon by the
parties
Date of
Closing: December 5, 2008
Wire
Information for
Closing:
ABA Number: 000000000
Bank:
Silverton Bank, NA
Account Name: First Peoples Bank
Account
Number: 1006701461
Beneficiary: FPB Bancorp, Inc.
FPB
Bancorp, Inc.
UST Seq.
No. 179
SCHEDULE
B
CAPITALIZATION
Capitalization
Date: November
30, 2008
Common
Stock
Par value: $0.01
Total Authorized: 5,000,000
Outstanding: 2,058,047
Subject to warrants, options,
convertible securities, etc.: 160,810
Reserved for benefit plans and other
issuances: 36,046
Remaining authorized but
unissued: 2,745,097
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
Total Authorized: 1,000,000
Outstanding (by
series): 0
Reserved for
issuance: 0
Remaining authorized but unissued:
1,000,000
FPB
Bancorp, Inc.
UST Seq.
No. 179
SCHEDULE
C
REQUIRED STOCKHOLDER
APPROVALS
UST
Sequence Number: 179
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.
FPB
Bancorp, Inc.
UST Seq.
No. 179
SCHEDULE
D
UST
Sequence Number: 179
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.
FPB
Bancorp, Inc.
UST Seq.
No. 179
SCHEDULE
E
UST
Sequence Number: 179
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.
FPB
Bancorp, Inc.
UST Seq.
No. 179
SCHEDULE
F
UST
Sequence Number: 179
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.
FPB
Bancorp, Inc.
UST Seq.
No. 179
