Warrant Plan



 Exhibit 4.7 
 FPB BANCORP, INC. 
 Warrant
Plan 
 ARTICLE I 
 PURPOSE OF THE PLAN 
 The Board of Directors of FPB Bancorp, Inc.
(“FPB”) has determined that it is in the best interests of FPB to issue Warrants to purchase FPB Common Stock in connection with FPB’s 2009 public offering of Units comprised of Common Stock and Warrants. FPB proposes to issue up to
             shares of Common Stock and Warrants to purchase              shares of Common Stock in Units. Each Unit will contain
four shares of Common Stock and one Warrant which will entitle the holder thereof to purchase one share of additional Common Stock. Therefore, the Board of Directors, in order to provide for the above, has adopted this Warrant Plan
(“Plan”) on the date set forth herein. 
 ARTICLE II 
 SCOPE OF THE PLAN 
 Section 1. Definitions.
Unless the context clearly indicates otherwise, the following terms have the meanings set forth below: 
  

	 	a.	“Board” means the Board of Directors of FPB. 

  

	 	b.	“Common Stock” means the $0.01 par value common stock of FPB. 

  

	 	c.	“Expiration Date” shall be 5:00 p.m. on
                        , 2014. 

  

	 	d.	“Plan” means this Warrant Plan as adopted by the Board, as set forth herein, and as amended from time to time. 

  

	 	e.	“Units” means units comprised of four shares of Common Stock and one Warrant sold in FPB’s 2009 public offering. 

  

	 	e.	“Warrant” means the right to purchase additional shares of Common Stock. 

  

	 	f.	“Warrant Certificate” means the evidence of ownership of Warrants, as executed and issued by FPB. 

 Section 2. Warrants. There are hereby authorized
                 Warrants, each of which shall be redeemable for one share of Common Stock of FPB. Warrants shall be included only in Units offered by FPB in its 2009
stock offering. Any Warrants authorized by this Plan that are not issued in connection with the 2009 stock offering shall automatically expire. 
 Section 3. Form of Warrants. The certificates evidencing the Warrants (the “Warrant Certificates”) shall be substantially in the form set forth in Exhibit A attached
hereto, and may have such letters, numbers or other marks of identification or designation and such legends, summaries or endorsements printed, lithographed or engraved thereon as FPB may deem appropriate and as are not inconsistent with the
provisions of this Plan, or as may be required to comply with any law, or with any rule or regulation made pursuant thereto, or to conform to usage. 
 Section 4. Issuance of Warrants. The Warrant Certificates when issued shall be dated and signed on behalf of FPB, manually or by facsimile signature, by any two of its Chairman of the
Board, Chief Executive Officer, President, or Secretary under its corporate seal, if any. The seal of FPB, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrants.

 Section 5. Registration of Warrant Certificates; Registered Owners. FPB shall maintain or cause to be
maintained books for registration of ownership and transfer of ownership of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Warrant Certificates and the number of Warrants
evidenced by each such Warrant Certificate. FPB may deem and treat the registered








 
holder of a Warrant Certificate as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notation of ownership or other writing thereon made by anyone), for the
purpose of any exercise of such Warrants and for all other purposes, and FPB shall not be affected by any notice to the contrary. 
 Section 6. Registration of Transfers and Exchanges; Transfer Restriction. FPB shall transfer from time to time, any outstanding Warrants upon the books to be maintained by FPB for that purpose, upon surrender of the
Warrant Certificate evidencing such Warrants, with the Form of Assignment duly filled in and executed, to FPB, at its office in Port St. Lucie, Florida at any time prior to the Expiration Date. Upon receipt of a Warrant Certificate, with the Form of
Assignment duly completed and executed, FPB shall promptly deliver a Warrant Certificate or Certificates representing an equal aggregate full number of Warrants to the transferee; provided, however, in case the registered holder of any
Warrant Certificate shall elect to transfer fewer than all of the Warrants evidenced by such Warrant Certificate, FPB in addition shall promptly deliver to such registered holder a new Warrant Certificate or Certificates for the full number of
Warrants not so transferred. 
 Subject to Section 8 hereof, any Warrant Certificate or Certificates may be exchanged at
the option of the holder thereof for Warrant Certificates of different denominations (subject to a minimum denomination of 100 warrants), of like tenor and representing in the aggregate the same number of Warrants, upon surrender of such Warrant
Certificate or Certificates, with the Form of Assignment duly completed and executed, on or prior to the Expiration Date. 
 Section 7. Mutilated, Destroyed, Lost or Stolen Warrant Certificates. Upon receipt by FPB of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of any Warrant Certificate, and, in the
case of loss, theft or destruction, receipt by FPB of indemnity or security reasonably satisfactory to them, and reimbursement to them of all reasonable expenses incidental thereto, and, in the case of mutilation, upon surrender and cancellation of
the Warrant Certificate, FPB shall deliver a new Warrant Certificate of like tenor representing in the aggregate the same number of Warrants. 
 Section 8. Payment of Taxes. FPB shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant or any certificates
for shares of Common Stock in a name other than that of the registered holder of the Warrant or Warrant Certificate surrendered upon the exercise of a Warrant, and FPB shall not be required to issue or deliver such Warrant or certificates unless or
until the person or persons requesting the issuance thereof shall have paid to FPB the amount of such tax if any, or shall have established to the satisfaction of FPB that such tax if required, has been paid. 
 Section 9. Exercise, Purchase Price and Duration of Warrants. Subject to the provisions of this Plan, the holder of a
Warrant shall have the right to purchase from FPB (and FPB shall issue and sell to that holder), one fully paid and non-assessable share of Common Stock for each Warrant at the initial exercise price of
$             per share (subject to adjustment as provided in Section 11 hereof), upon the surrender of the Warrant Certificate evidencing such Warrant on any business day prior to
5:00 p.m. on the Expiration Date, with the Form of Election to Exercise on the reverse thereof duly completed and executed, and payment of the Exercise Price in lawful money of the United States of America in cash or by cashiers’ or certified
check payable to FPB. The exercise price and the shares of Common Stock issuable upon exercise of a Warrant shall be subject to adjustment from time to time in the manner specified in Section 11 and, as initially established or as so adjusted,
are referred to herein as the “Exercise Price” and the “Shares,” respectively. The Warrants shall be so exercisable either as an entirety or from time to time in part at the election of the registered holder thereof. In the event
that fewer than all Warrants evidenced by a Warrant Certificate are exercised at any time prior to 5:00 p.m. Eastern Standard Time on the Expiration Date a new Warrant Certificate will be issued for the Warrants not so exercised. 
 No payments or adjustments shall be made for any cash dividends, whether paid or declared, on Shares issuable on the exercise of a Warrant.

 No fractional shares of Common Stock shall be issued upon exercise of a Warrant, but, in lieu thereof, there shall be paid to
the registered holder of the Warrant Certificate evidencing such Warrant or other person designated on the Form of Election to Exercise as soon as practicable after date of surrender, an amount in cash








 
equal to the fraction of the current market value of a share of Common Stock equal to the fraction of a share to which such Warrant related. For such purpose, the current market value of a share
of Common Stock shall be the book value of the Common Stock as of the last day of the month immediately preceding the date of the Election to Exercise. 
 Subject to Section 8 hereof, upon surrender of a Warrant Certificate, with the Form of Election to Exercise duly completed and executed, together with payment of the Exercise Price, FPB shall issue
and deliver the full number of Shares issuable upon exercise of the Warrants tendered for exercise. Shares shall be deemed to have been issued, and any person so designated by the registered holder shall be deemed to have become the holder of record
of a Share, as of the date of the surrender of the Warrant Certificate to which the Share relates and payment of the appropriate Exercise Price; provided, however, if the date of surrender of a Warrant Certificate shall occur within any
period during which the transfer books for FPB’s Common Stock are closed for any purpose, such person shall not be deemed to have become a holder of record of a Share until the opening of business on the day of reopening said transfer books,
and certificates representing such Shares shall not be issuable until such day. 
 If we do not maintain a current and effective
registration statement under the Securities Act of 1933 covering the warrants and the underlying shares of common stock, the warrants may expire unexercised on their expiration date. Under no circumstances shall a warrant holder be entitled to
(a) net-cash settlement of a warrant or the underling shares of common stock, regardless of whether any or all of the securities have been registered by us pursuant to an effective registration statement, or (b) receive any damages if any
or all of the securities have not been registered by us pursuant to an effective registration statement. A warrant holder will not be entitled to exercise warrants unless a registration statement covering the securities is effective or an exemption
from registration is available. We will use our best efforts to maintain such a registration statement throughout the term of the Warrants. 
 Section 10. Reservation of Shares. FPB will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock, for
the purpose of enabling it to satisfy any obligation to issue Shares upon exercise of Warrants, through the close of business on the Expiration Date, the number of Shares deliverable upon the exercise of all outstanding Warrants. 
 FPB covenants that all Shares issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement, be
fully paid and non-assessable. 
 Section 11. Adjustment of Exercise Price and Number of Shares Purchasable.
The Exercise Price and the number of Shares which may be purchased upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence, after the date hereof, if FPB shall: (i) declare a dividend on the
Common Stock payable in shares of common stock; (ii) subdivide the outstanding Common Stock into a greater number of shares; or (iii) combine the outstanding Common Stock into a smaller number of shares, then the Exercise Price in
effect on the record date for that dividend or on the effective date of that subdivision or combination, and/or the number and kind of shares of capital stock issuable on that date, shall be proportionately adjusted so that the holder of any Warrant
exercised after such time shall be entitled to receive solely the aggregate number and kind of shares of capital stock which, if the Warrant had been exercised immediately prior to that date, such holder would have owned upon exercise and been
entitled to receive by virtue of that dividend, subdivision, or combination. The foregoing adjustments shall be made by FPB successively whenever any event listed above shall occur. 
 Section 12. Notices to Warrant Holders. Upon any adjustment to the Exercise Price pursuant to Section 11 hereof, FPB
within twenty calendar days thereafter shall cause to be given to the registered holders of outstanding Warrant Certificates at their respective addresses appearing on the Warrant Certificate register written notice of the adjustments by first-class
mail, postage prepaid. 
 Section 13. Supplements and Amendments. FPB may from time to time supplement or
amend this Plan without the consent or concurrence of or notice to any holders of Warrant Certificates or Warrants in order to








 
cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to correct any defective provision, clerical omission, mistake or
manifest error herein contained, or to make any other provision with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of the Warrant Certificates; provided that such action shall
not adversely affect the interests of the holders of the Warrant Certificates or Warrants. Other amendments to this Plan may be approved by a vote of the holders of a majority of FPB’s outstanding shares of Common Stock. 
 Section 14. Governing Law. This Plan and each Warrant Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Florida and for all purposes shall be governed by, construed and enforced in accordance with the laws of said State. 
 Section 15. Benefits of this Plan. Nothing in this Plan shall be construed to give to any person or corporation other than FPB and the registered holders of the Warrant Certificates or
Warrants any legal or equitable right, remedy or claim under this Plan; this Plan shall be for the sole and exclusive benefit of FPB and the registered holders of the Warrant Certificates. Prior to the exercise of the Warrants represented hereby,
the registered holder of a Warrant Certificate, shall not be entitled to vote on or be deemed the holder of Common Stock of FPB which may at any time be issuable on the exercise hereof for any purpose, and nothing contained in the Plan shall be
construed to confer upon the holder of this Warrant Certificate, any of the rights of a stockholder of FPB or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issue of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings
or other actions affecting stockholders or to receive dividends or subscription rights or otherwise. 







  
 EXHIBIT A 

 Warrant Certificate 








									
	Certificate No.	 		 		 		 	Number of Warrants
	 	 		 		 		 	 

 WARRANT CERTIFICATE FOR PURCHASE OF 
 COMMON STOCK OF FPB BANCORP, INC. 
 (See Reverse Side for Summary of Terms of Warrant Plan) 
 THIS CERTIFIES THAT, for
value received,             , or registered assigns, is the owner of the number of warrants set forth above, each of which entitles the owner to purchase, subject to the terms and
conditions hereof and of the Warrant Plan referred to herein, at any time after the date hereof and prior to the Expiration Date (as herein defined), one share of Common Stock, par value $0.01 per share (“Shares”) of FPB Bancorp, Inc.
(“Company”) at $            per share (“Exercise Price”), payable in cash, or by cashiers check or other official bank check, payable to the Company. Warrants may be
exercised by delivery and surrender of this Warrant Certificate, along with the Form of Election to Exercise on the reverse hereof duly completed and executed together with payment of the Exercise Price at the office of the Company or its duly
appointed agent. 
 This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject to all of the terms,
provisions and conditions of that certain Warrant Plan (“Warrant Plan”), adopted by the Company, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant
Plan and the summary of its terms set forth on the reverse side of this Warrant Certificate are hereby incorporated into this Warrant Certificate by reference and made a part hereof. The Warrant Plan sets forth the terms and conditions under which
the exercise price for a Warrant, the number of shares to be received upon exercise of a Warrant, or both, may be adjusted. Reference is hereby made to the Warrant Plan for a full description of the rights, limitations of rights, obligations, duties
and immunities hereunder of the Company and the holders of the Warrant Certificates or Warrants. In the event of a conflict between the provisions of this Warrant Certificate and the Warrant Plan, the provisions of the Warrant Plan shall control.

 Copies of the Warrant Plan are available for inspection at the Company’s office, or may be obtained upon written request addressed to
the Secretary, FPB Bancorp, Inc., 1301 S.E. Port St. Lucie Boulevard, Port St. Lucie, Florida 34952. The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Shares, but shall
make payment therefore in cash on the basis of the current market value of any fractional interest as provided in the Warrant Plan. 
 The
Warrants evidenced by this Warrant Certificate shall expire at 5:00 p.m. on             , 2014. The day and time of expiration is referred to herein as the “Expiration Date.”

 IN WITNESS WHEREOF, the Company has caused this certificate to be executed by the signatures of its duly authorized officers and has
caused its corporate seal to be hereunto affixed. 
  

					
	Dated:	 	            SEAL            	 	
			
	 	 		 	 
	President	 		 	Chairman of the Board of Directors








 Summary of Terms of Warrant Plan 
 The Warrant Plan provides that, upon the occurrence of certain events, the initial exercise prices set forth on the face of this Warrant Certificate may, subject to specified conditions, be adjusted (such
exercise price, as initially established or as adjusted from time to time, is referred to herein as the "Exercise Price"). If the Exercise Price is adjusted, the Warrant Plan provides that the number of shares which can be purchased upon the
exercise of each Warrant represented by this Warrant Certificate are subject to adjustment. The Warrants evidenced by this Warrant Certificate shall be exercisable until 5:00 p.m. on the Expiration Date. 
 In the event that upon any exercise the number of Warrants exercised shall be fewer than the total number of Warrants represented hereby, there shall be
issued to the holder hereof or his assignee a new Warrant Certificate evidencing the Warrants not so exercised. The Company shall not be required to issue fractions of shares or any certificates which evidence fractional shares. In lieu of a
fractional share, if any, there shall be paid to the registered holder of a Warrant with regard to which the fractional share would be issuable, an amount in cash equal to the same fraction of the current market value (as determined pursuant to the
Warrant Plan) of a share. 
 No payment or adjustment will be made for any cash dividends, whether paid or declared, on any shares issuable upon
exercise of a Warrant. Prior to the exercise of the Warrants represented hereby, the registered holder of this Warrant Certificate shall not be entitled to vote on or be deemed the holder of Common Stock of the Company which may at any time be
issuable on the exercise hereof for any purpose. 
 The Company may deem and treat the registered holder of this Warrant Certificate as the
absolute owner hereof and of the Warrants represented by this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purposes of any exercise of such Warrants and for all other purposes, and
the Company shall not be affected by any notice to the contrary. 
 Upon surrender of this Warrant Certificate with the form of Assignment below
duly completed and executed, a new Warrant Certificate representing the Warrants represented by this Warrant Certificate will be issued to the transferee; provided, however, that if the registered holder of this Warrant Certificate elects to
transfer fewer than all Warrants represented by this Warrant Certificate, a new Warrant Certificate for the Warrants not so transferred will be issued to such registered holder. This Warrant Certificate, together with other Warrant Certificates, may
be exchanged by the registered holder for another Warrant Certificate or Certificates of different denominations, of like tenor and representing in the aggregate Warrants equal in number to the same full number of Warrants represented by this
Warrant Certificate and any other Warrant Certificate so exchanged. 
 We will only issue shares of common stock pursuant to the exercise of
warrants if, at the time of exercise, we have an effective registration statement on file with the Securities and Exchange Commission. We will use our best efforts to maintain such a registration statement throughout the term of the warrants.

 [Form of Assignment] 
 For value received             hereby sells, assigns and transfers unto            this Warrant Certificate and all
right, title and interest therein, and to the Warrants represented thereby, and does hereby irrevocably constitute and appoint             attorney, to transfer said Warrant represented by
Warrant Certificate number             on the books of the Company with full power of substitution in the premises. 
 Dated:              
 NOTE: The above
name must correspond with the name written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. 
 Signature Guaranteed: 
 [Form Of Election To Exercise] 
 The undersigned hereby irrevocably elects to exercise             Warrants evidenced by this
Warrant Certificate, to purchase             full shares of the Common Stock of the Company (“Shares”) and herewith tenders payment for such Shares in the amount of
$            in accordance with the terms hereof. 
 Dated: 
 Social Security Number: 
 Name of Registered holder
of Warrant (Please Print): 
 Address (Please Print): 
 Signature: 
 NOTE: The above signature must correspond with the name as written upon the
face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. If the holder hereof is hereby electing to exercise fewer than all Warrants represented by this Warrant Certificate and is requesting
that a new Warrant Certificate evidencing the Warrants not exercised be registered in a name other than that in which this Warrant Certificate is registered, the signature of the holder of this Warrant Certificate must be guaranteed. 
 Signature Guaranteed: