ex10_1.htm


    
      

      

    



    


     

    Letter Agreement

    UNITED STATES DEPARTMENT OF THE TREASURY

    1500
PENNSYLVANIA AVENUE, NW

    WASHINGTON, D.C.
20220

     

    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supplemented or superseded by the terms set forth herein or in the Schedules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/ Neel Kashkari

                                                                                                                                                  
 Name: Neel Kashkari

                                                                                                                                                   
Title: Interim Assistant Secretary forFinancial Stability


    
                                    FPB
BANCORP, INC.

    


    


                    By: /s/ David W.
Skiles

                        Name: David W.
Skiles

                                            Title: Chief
Executive Officer

    


     

    Date:
December 5, 2008

     

    
 

    
      
        
          FPB
Bancorp, Inc.

          UST Seq.
No. 179

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A

     

    SECURITIES PURCHASE
AGREEMENT

     

    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:              Nancy E. Aumack

    First Peoples Bank

    1792 NE Jensen Beach
Boulevard

    Jensen Beach, Florida
34957

    


    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: 061003415

                       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