S-8

As filed with the Securities and Exchange Commission February 3, 2016.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement

Under

The Securities Act of 1933

RIVER FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

ALABAMA	46-1422125
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

2611 Legends Drive

Prattville, Alabama 36066

(Address of Principal Executive Offices)

(Zip Code)

RIVER FINANCIAL 2006 STOCK COMPENSATION PLAN

RIVER FINANCIAL 2015 INCENTIVE STOCK COMPENSATION PLAN

RIVER BANK & TRUST DIRECTOR WARRANTS

KEYSTONE BANK 2007 INCENTIVE STOCK COMPENSATION PLAN

KEYSTONE BANK DIRECTOR WARRANTS

(Full Title of the Plans)

James M. Stubbs

President and Chief Executive Officer

River Financial Corporation

2611 Legends Drive

Prattville, Alabama 36066

(Name and Address of Agent for Service)

(334) 290-2700

(Telephone Number, including Area Code, of Agent for Service)

Copies to:

Michael D. Waters, Esq.

Jones Walker LLP

1819 Fifth Avenue North, Suite 1100

Birmingham, Alabama 35203

Tel: (205) 244-5210

Fax: (205) 244-5410

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Common Stock, par value $1.00 per share	758,000	(2)	$9,625,005	$969.24

(1) This registration statement covers 242,000 shares to be issued pursuant to the Registrant’s 2006 Stock Compensation Plan, 300,000 shares to be issued pursuant to the Registrant’s 2015 Incentive Stock Compensation Plan, 135,000 shares to be issued pursuant to Registrant’s director warrants, 36,000 shares to be issued pursuant to Keystone warrants, and 45,000 shares to be issued in connection with the Keystone 2007 Incentive Stock Compensation Plan. Pursuant to the Agreement and Plan of Merger between River Financial Corporation and Keystone Bancshares, Inc., dated as of May 13, 2015, the Registrant assumed all of the outstanding options and warrants of Keystone Bancshares, Inc. referred to above and such options and warrants became exercisable to purchase shares of common stock of the Registrant with appropriate adjustments to the number of shares and exercise price of each assumed option and warrant in accordance with the terms of such agreement. Pursuant to Rule 416(a) of the Securities Act of 1933 (the “Securities Act”), this Registration Statement on Form S-8 shall also cover an indeterminate number of additional shares of Common Stock that may be offered and issued to prevent dilution resulting from any stock split, stock dividend, recapitalization or other similar transactions effected without receipt of consideration that results in an increase in the number of shares of the Registrant’s outstanding shares of common stock.

(2) Existing options and warrants have varying exercise prices depending upon the date of grant or adjustments to exercise prices as a result of the merger agreement referenced in footnote (1). See footnote (3).

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act. There is no established market for the shares being offered. The registration fee has been calculated based on the exercise price of existing options and warrants which varies based on the time of grant from $12.91 per share to $16.00 per share, or the book value of shares to be issued pursuant to future grants ($15.56), computed as of December 31, 2015, the latest practicable date.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) registers an aggregate of 758,000 shares of Common Stock, par value $1.00 per share, of River Financial Corporation (the “Registrant”) reserved for issuance under: (i) the River Financial 2006 Stock Compensation Plan, (ii) the River Financial 2015 Incentive Stock Compensation Plan, (iii) the River Bank & Trust director warrants, (iv) Keystone Bank director warrants, and (v) the Keystone Bank 2007 Incentive Stock Compensation Plan (together, the “Plans”).

Pursuant to the Agreement and Plan of Merger between River Financial Corporation and Keystone Bancshares, Inc. dated as of May 13, 2015, the Registrant assumed all outstanding options and warrants of Keystone Bancshares, Inc. and such options became exercisable to purchase shares of common stock of the Registrant effective at the merger, December 31, 2015, with appropriate adjustments to the number of shares and exercise price of each assumed option and warrant in accordance with the terms of such agreement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the Plans, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Company with the Commission are hereby incorporated by reference in this Registration Statement:

(a) The Company’s Joint Proxy Statement / Prospectus dated October 30, 2015, filed as part of the Company’s Registration Statement on Form S-4, filed July 31, 2015, as amended, File No. 333-205986;

(b) The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015; and

(c) The Company’s Current Reports on Form 8-K filed on December 7, 2015 and January 5, 2016.

All reports and other documents the Company subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, but excluding any information furnished to, rather than filed with, the Commission, shall be deemed to be incorporated by reference herein and to be part hereof from the date such reports or documents are filed. Information contained herein modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information contained in later-dated documents incorporated by reference will automatically supplement, modify or supersede, as applicable, the information contained herein or in earlier-dated documents incorporated by reference. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities

The description of the Registrant’s securities contained at “Description of River Financial Common Stock” in the Joint Proxy Statement / Prospectus to the Registrant’s Registration Statement on Form S-4, filed on July 31, 2015, as amended, file no. 333-205986, is incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel

The validity of the issuance of the shares of the Company’s Common Stock offered by this Registration Statement, pursuant to the Plans, has been passed upon by Jones Walker LLP, Birmingham, Alabama.

Item 6. Indemnification of Directors and Officers

The Alabama Business Corporation Law (“ABCL”), Sections 10A-2-8.50 – 8.58, empowers a corporation to indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:

• he conducted himself in good faith;

• he reasonably believed, in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation, and, in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and

• in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct.

Unless ordered by a court, a corporation may not indemnify a director in connection with:

• a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

• in connection with any other proceeding with respect to conduct for which the director was adjudged liable on the basis that he received an improper benefit, whether or not involving action in his official capacity.

The ABCL further provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he is a director. The director must deliver to the corporation: (1) a signed written affirmation of his good faith belief that he has met the relevant standard of conduct described in the ABCL; and (2) his written undertaking to repay any funds advanced if he is not entitled to indemnification under the ABCL and it is ultimately determined under the ABCL that he has not met the relevant standard of conduct described in the ABCL. The undertaking required must be an unlimited general obligation of the director. It need not be secured and may be accepted without reference to the financial ability of the director to make repayment. A determination must also be made that the facts known to those making the determination would not preclude indemnification under the ABCL.

A corporation may not indemnify a director as described above unless authorized by:

• the board of directors assuming the presence of a quorum, or, if a quorum cannot be obtained, by a majority of the members of a committee of two or more qualified directors appointed by such a vote;

• special legal counsel selected in accordance with the ABCL; or

• the shareholder, but shares owned by or voted under the control of a director who at the time does not qualify as a qualified director may not be voted on the authorization.

A corporation may also indemnify and advance expenses to officers and employees of the corporation who is a party to a proceeding because he is an officer to the same extent as for a director.

In addition, the Company has purchased insurance containing customary terms and conditions as permitted by Delaware law on behalf of its directors and executive officers, which may cover liabilities under the Securities Act.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit Number	Description of Exhibit
4.1	Articles of Incorporation of River Financial Corporation, filed on July 31, 2015 as Exhibit 3.1 to the Company’s Registration Statement on Form S-4, file no. 333-205986, and the amendment thereto filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 7, 2015, and incorporated by reference herein.
4.2	Bylaws of River Financial Corporation, filed on July 31, 2015 as Exhibit 3.2 to the Company’s Registration Statement on Form S-4, and incorporated by reference herein.
4.3	River Financial 2006 Stock Compensation Plan, filed on July 31, 2015 as Exhibit 10.1 to the Company’s Registration Statement on Form S-4, and incorporated by reference herein.
4.4	River Bank & Trust Form of Warrant Agreement, filed on July 31, 2015 as Exhibit 10.9 to the Company’s Registration Statement on Form S-4, and incorporated by reference herein.
4.5	River Financial 2015 Incentive Stock Compensation Plan, filed on July 31, 2015 as Exhibit 10.10 to the Company’s Registration Statement on Form S-4, and incorporated by reference herein.
4.6	Keystone Bank 2007 Incentive Stock Compensation Plan
4.7	Keystone Bank Form of Warrant Agreement
5.1	Opinion of Jones Walker LLP
23.1	Consent of Porter Keadle Moore LLC
23.2	Consent of Jones Walker LLP (included in Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(iv) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(v) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or, otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Prattville, State of Alabama, on January 27, 2016.

RIVER FINANCIAL CORPORATION
By:	/s/ James M. Stubbs
	James M. Stubbs
	President and Chief Executive Officer
	(Duly Authorized Representative)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James M. Stubbs and Kenneth H. Givens, and each or either one of them, as his true and lawfully attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in his name, place and stead, in any and all capacities, to sign, execute, acknowledge, deliver, and file (a) with the Securities and Exchange Commission (or any other governmental or regulatory authority), any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and any subsequent registration statements relating to the offering to which this Registration Statement relates, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated and on the date set forth below.

/s/ James M. Stubbs	CEO and Director	*
James M. Stubbs	(Principal Executive Officer)
/s/ Kenneth H. Givens	Chief Financial Officer	*
Kenneth H. Givens	(Principal Financial and Accounting Officer)
/s/ Larry Puckett	Director and Chairman of the Board	*
Larry Puckett
/s/ Ray Smith	Director and President	*
Ray Smith
/s/ Murray Neighbors	Director and Vice Chairman of the Board	*
Murray Neighbors
/s/ Jim L. Ridling	Director	*
Jim L. Ridling
/s/ Vernon B. Taylor	Director	*
Vernon B. Taylor
/s/ John A. Freeman	Director	*
John A. Freeman

* January 27, 2016

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.1	Articles of Incorporation of River Financial Corporation, filed on July 31, 2015 as Exhibit 3.1 to the Company’s Registration Statement on Form S-4, file no. 333-205986, and incorporated by reference herein.
4.2	Bylaws of River Financial Corporation, filed on July 31, 2015 as Exhibit 3.2 to the Company’s Registration Statement on Form S-4, and incorporated by reference herein.
4.3	River Financial 2006 Stock Compensation Plan, filed on July 31, 2015 as Exhibit 10.1 to the Company’s Registration Statement on Form S-4, and incorporated by reference herein.
4.4	River Bank & Trust Form of Warrant Agreement, filed on July 31, 2015 as Exhibit 10.9 to the Company’s Registration Statement on Form S-4, and incorporated by reference herein.
4.5	River Financial 2015 Incentive Stock Compensation Plan, filed on July 31, 2015 as Exhibit 10.10 to the Company’s Registration Statement on Form S-4, and incorporated by reference herein.
4.6	Keystone Bank 2007 Incentive Stock Compensation Plan
4.7	Keystone Bank Form of Warrant Agreement
5.1	Opinion of Jones Walker LLP
23.1	Consent of Porter Keadle Moore LLC
23.2	Consent of Jones Walker LLP (included in Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

EX-4.6

Exhibit 4.6

KEYSTONE BANK

2007 INCENTIVE STOCK COMPENSATION PLAN

March 1, 2007

KEYSTONE BANK

2007 INCENTIVE STOCK COMPENSATION PLAN

This 2007 Incentive Stock Compensation Plan is adopted on the 1st day of March, 2007, by Keystone Bank, an Alabama state banking corporation.

ARTICLE I.

PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN

Section 1.01. Purpose. The purpose of the Plan is to promote the long-term success of the Bank by providing financial incentives to eligible persons who are in positions to make significant contributions toward such success. The Plan is designed to attract individuals of outstanding ability to employment with the Bank, to encourage such persons to acquire a proprietary interest in the Bank, and to render superior performance for the Bank.

Section 1.02. Definitions. Unless the context clearly indicates otherwise, for purposes of the Plan the following terms have the respective meanings set forth below:

(a) “Bank” means Keystone Bank, an Alabama state banking corporation, and its majority owned subsidiaries including subsidiaries which become such after the date of adoption of the Plan.

(b) “Board of Directors” means the Board of Directors of the Bank.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Committee” means the Compensation Committee of the Board of Directors of the Bank (or any successor committee thereto), which committee shall be composed of not less than two members of the Board of Directors, or in the absence of such Committee, the full Board of Directors.

(e) “Common Stock” means the common stock of the Bank, par value $1.00 per share, or such other class of shares or other securities to which the provisions of the Plan may be applicable by reason of the operation of Section 4.01.

(f) “Disability” means that the Grantee (1) has established to the satisfaction of the Committee that the Grantee is disabled as defined by any applicable policy of the Bank or standard determined by the Committee, and (2) has satisfied any requirement imposed by the Committee in regard to evidence of such disability.

(g) “Fair Market Value” of a share of Common Stock on any particular date means the average between the bid and ask prices quoted on such date by the National Daily Quotation Service, or on the National Association of Securities Dealers Automated Quotation (the “NASDAQ”) System, or a registered securities exchange, if listed thereon. In the event that both

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bid and ask prices are not so quoted, then the Fair Market Value shall be the bid price determined by the National Association of Securities Dealers, Inc. (the “NASD”) local quotations committee as most recently published in a daily newspaper of general circulation in Auburn, Alabama. In the event that no such bid price is published, then Fair Market Value shall be the fair market value as determined by the Board of Directors. In order to satisfy the exemption from Code Section 409A as set forth in Proposed Treasury Regulation § 1.409A-1(b)(5), then, notwithstanding any provision in this Plan to the contrary, in the event the Fair Market Value of a share of Common Stock is not established by an established securities market, any such determinations of Fair Market Value with respect to a Non-Qualified Stock Option shall be based on a reasonable valuation method so as to ensure that the Option price per share of Common Stock is not less than 100% of the Fair Market Value on the Grant Date.

(h) “Grant Date” means the date as of which such Option is granted by the Committee pursuant to the Plan.

(i) “Grantee” means the person to whom an Option is granted by the Committee pursuant to the Plan.

(j) “Incentive Stock Option” means an Option that qualifies as an incentive stock option as described in Section 422(b) of the Code.

(k) “Non-Qualified Stock Option” or “NQSO” means any Option granted under this Plan, other than an Incentive Stock Option.

(l) “Option” means an option granted by the Committee pursuant to Article II of the Plan to purchase shares of Common Stock, which shall be designated at the time of grant as either an Incentive Stock Option or a Non-Qualified Stock Option, as provided in Section 2.01.

(m) “Option Agreement” means the agreement between the Bank and a Grantee under which the Grantee is granted an Option pursuant to the Plan.

(n) “Option Period” means the period fixed by the Committee during which an Option may be exercised, provided that no Option shall, under any circumstances, be exercisable more than ten years after the Grant Date.

(o) “Plan” means the Keystone Bank 2007 Incentive Stock Compensation Plan as set forth herein and as amended from time to time.

(p) “Retirement” means the Grantee’s termination of employment in a manner which qualifies the Grantee to receive immediately payable retirement benefits under any retirement plan hereafter adopted by the Bank, or which in the absence of any such retirement plan, is determined by the Committee to constitute retirement.

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Section 1.03. Shares Available Under the Plan.

(a) The number of shares of Common Stock with respect to which Options may be granted shall be 50,000 shares of Common Stock, subject to adjustment in accordance with the remaining provisions of this Section and the provisions of Section 4.01.

(b) In the event that any Option expires or otherwise terminates prior to being fully exercised, the Committee may, without decreasing the number of shares authorized in this Section 1.03, grant new Options hereunder to any eligible Grantee for the shares with respect to such terminated Options.

(c) Any shares of Common Stock to be delivered by the Bank upon the exercise of Options may, at the discretion of the Board of Directors, be issued from the Bank’s authorized but unissued shares of Common Stock or be transferred from any available treasury stock.

Section 1.04. Administration of the Plan.

(a) Except as provided in Section 1.04(c), the Plan shall be administered by the Committee which shall have the authority to:

(i) Determine those persons to whom, and the times at which, Options shall be granted and the number of shares of Common Stock to be subject to each such Option, taking into consideration (A) the nature of the services rendered by the particular person; (B) the person’s potential contribution to the long term success of the Bank; and (C) such other factors as the Committee in its discretion shall deem relevant;

(ii) Interpret and construe the provisions of the Plan and to establish rules and regulations relating to it;

(iii) Prescribe the terms and conditions of the Option Agreements for the grant of Options (which need not be identical) in accordance and consistent with the requirements of the Plan, including allowing adjustments to the duration of the Option Period related to such agreements; and

(iv) Make all other determinations necessary or advisable to administer the Plan in a proper and effective manner.

(b) All decisions and determinations of the Committee in the administration of the Plan and in response to questions or in connection with other matters concerning the Plan or any Option shall (whether or not so stated in the particular instance in the Plan) be final, conclusive, and binding on all persons, including, without limitation, the Bank, the shareholders and directors of the Bank, and any persons having any interest in any Options which may be granted under the Plan.

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(c) In all cases in which the Committee is authorized or directed pursuant to the Plan to take action, such action may be taken by the Board of Directors as a whole. It is the intention of the Plan that the Committee may be appointed by the Board of Directors for convenience and efficiency of administration.

Section 1.05. Eligibility for Awards. The Committee shall designate, from time to time, the employees of the Bank who are to be granted Options. All salaried employees of the Bank are eligible to participate.

Section 1.06. Effective Date of Plan. Subject to the receipt of all required regulatory approvals, the Plan shall become effective upon its adoption by the Board of Directors, provided that any grant of Options under the Plan prior to approval of the Plan by the shareholders of the Bank is subject to such shareholder approval within twelve months of adoption of the Plan by the Board of Directors.

ARTICLE II.

STOCK OPTIONS

Section 2.01. Grant of Options.

(a) The Committee may, from time to time and subject to the provisions of the Plan, grant Options to employees under appropriate Option Agreements to purchase shares of Common Stock.

(b) The Committee may designate any Option which satisfies the requirements of Section 2.03 of the Plan as an Incentive Stock Option and may designate any Option granted hereunder as a Non-Qualified Stock Option, or the Committee may designate a portion of an Option as an Incentive Stock Option (so long as that portion satisfies the requirements of Section 2.03) and the remaining portion as a Non-Qualified Stock Option. Any portion of an Option that is not designated as an Incentive Stock Option shall be a Non-Qualified Stock Option. A Non-Qualified Stock Option must satisfy the requirements of Section 2.02 of the Plan, but shall not be subject to the requirements of Section 2.03.

Section 2.02. Option Requirements.

(a) An Option shall be evidenced by an Option Agreement specifying the number of shares of Common Stock that may be purchased upon its exercise and containing such terms and conditions not inconsistent with the Plan and based on such factors as the Committee shall determine, in its sole discretion, to be applicable to that particular Option.

(b) An Option shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee and stated in the Option Agreement; provided, however, that an Option shall become immediately exercisable upon the death of

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Grantee, upon employment with the Bank ceasing because of Disability. If the Committee provides that any Option is exercisable only in installments or provides other vesting requirements, the Committee may waive such provisions at any time, in whole or in part, based on such factors as the Committee shall, in its sole discretion, determine. Unless otherwise explicitly set forth in the Option Agreement, any Option which is not exercisable as of the date of the Grantee’s termination of employment with the Bank shall terminate as of such date and be of no further force and effect.

(c) An Option shall expire by its terms at the expiration of the Option Period and shall not be exercisable thereafter.

(d) The Committee may specify in the Option Agreement the basis for the expiration or termination of the Option prior to the expiration of the Option Period.

(e) The Option price per share of Common Stock shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date.

(f) An Option shall not be transferable other than by testamentary disposition or the laws of descent and distribution. During the Grantee’s lifetime except for limited estate planning or pursuant to a domestic order as permitted by Rule 701 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, or a successor provision, an Option shall be exercisable only by the Grantee, or in the event of the Grantee’s Disability and the Option remains exercisable, by his or her duly appointed guardian or other legal representative.

(g) An Option, to the extent that it has not previously been exercised, shall terminate upon the earliest to occur of (i) the expiration of the applicable Option Period as set forth in the Option Agreement granting such Option; (ii) the expiration of three (3) months after the Grantee’s Retirement; (iii) the expiration of one year after the Grantee ceases to be an employee of the Bank due to Disability; (iv) the expiration of one year after the Grantee ceases to be an employee of the Bank due to the death of the Grantee; or (v) three months after the date on which a Grantee ceases to be an employee of the Bank for any reason other than Retirement, Disability, or death, unless the Option Agreement provides for earlier termination.

(h) A person electing to exercise an Option shall give written notice of such election to the Bank in such form as the Committee may require, accompanied by payment in cash or in such other manner as may be approved by the Committee in an amount equal to the full purchase price of the shares of Common Stock for which the election is made. As determined by the Committee, in its sole discretion, whether before or after the Grant Date, payment in full or in part may be made in the form of unrestricted Common Stock already owned by the Grantee or, except in the case of Incentive Stock Options, in the form of a withholding of sufficient shares of Common Stock otherwise issuable upon the exercise of the Option to constitute payment of the purchase price based, in each case, on the Fair Market Value of the Common Stock on the date the Option is exercised; provided that an election to make such payment in Common Stock or to have shares so withheld, in addition to being subject to the approval of the Committee, shall be irrevocable.

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Further, upon written request and authorization of the Grantee and to the extent permitted by applicable law, the Committee may allow arrangements whereby an Option may be exercised and the exercise price (together with any tax withholding obligations of the Grantee) paid pursuant to arrangements with brokerage firms permitted under Regulation T of the Board of Governors of the Federal Reserve System (or successor regulations or statutes). In no event, however, may such transaction or arrangement occur if a violation by the Grantee of applicable state or federal securities laws would result therefrom.

(i) All NQSOs granted pursuant to this Plan shall satisfy the exemption from Code Section 409A set forth in Proposed Treasury Regulation § 1.409A-1(b)(5).

Section 2.03. Incentive Stock Option Requirements.

(a) An Option designated by the Committee as an Incentive Stock Option is intended to qualify as an “incentive stock option” within the meaning of Section 422(b) of the Code and shall satisfy, in addition to the conditions of Section 2.02 of the Plan, the conditions set forth in this Section.

(b) An Incentive Stock Option shall not be granted to an individual who, on the Grant Date, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Bank, unless the Committee provides in the Option Agreement with any such individual that the option price per share of Common Stock will not be less than 110% of the Fair Market Value of a share of Common Stock on the Grant Date and that the Option Period will not extend beyond five years from the Grant Date.

(c) The aggregate Fair Market Value, determined on the Grant Date, of the shares of Common Stock as to which Incentive Stock Options are exercisable for the first time by any Grantee with respect to the Plan and incentive stock options (within the meaning of Section 422(b) of the Code) under any other plan of the Bank or any parent or subsidiary thereof, in any calendar year shall not exceed $100,000. To the extent that the aggregate Fair Market Value of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Bank exceeds $100,000 (within the meaning of Section 422 of the Code), such excess Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The Board of Directors shall determine, in accordance with applicable provisions of the Code, United States Treasury Department regulations, and other administrative pronouncements, which of an Optionee’s Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Optionee of such determination as soon as practicable after such determination.

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ARTICLE III.

[Intentionally Deleted]

ARTICLE IV.

GENERAL PROVISIONS

Section 4.01. Adjustment Provisions.

(a) In the event of (i) any dividend payable in shares of Common Stock; (ii) any recapitalization, reclassification, split-up, or consolidation of, or other change in, the Common Stock; or (iii) an exchange of the outstanding shares of Common Stock, in connection with a merger, consolidation, or other reorganization of or involving the Bank or a sale by the Bank of all or a portion of its assets, for a different number or class of shares of stock or other securities of the Bank or for shares of the stock or other securities of any other corporation (whether issued to the Bank or to its shareholders); the number of shares of Common Stock available under the Plan pursuant to Section 1.03 shall be adjusted to appropriately reflect the occurrence of the event specified in clauses (i), (ii) or (iii) above and the Committee shall, in such manner as it shall determine in its sole discretion, appropriately adjust the number and class of shares or other securities which shall be subject to Options and/or the purchase price per share which must be paid thereafter upon exercise of any Option. Any such adjustments made by the Committee shall be final, conclusive, and binding upon all persons, including, without limitation, the Bank, the shareholders, and directors of the Bank and any persons having any interest in any Options which may be granted under the Plan.

(b) Except as provided in paragraph (a) immediately above, issuance by the Bank of shares of stock of any class or securities convertible into shares of stock of any class shall not affect the Options.

Section 4.02. Additional Conditions.

(a) Any shares of Common Stock issued or transferred under any provision of the Plan may be issued or transferred subject to such conditions, in addition to those specifically provided in the Plan, as the Committee or the Bank may impose.

(b) If, prior to the time a Grantee has exercised all Options, the Committee or the Corporate Secretary of the Bank receives from the Bank notice of suspected dishonesty of the Grantee, or of suspected conduct by the Grantee which causes or reasonably may be expected to cause substantial damage to the Bank or one or more of its subsidiaries, each Option, to the extent not previously exercised, shall terminate immediately and neither the Grantee nor any one claiming under him shall have any rights thereto.

Section 4.03. No Rights as Shareholder or to Employment. No Grantee or any other person authorized to purchase Common Stock upon exercise of an Option shall have any interest in or shareholder rights with respect to any shares of Common Stock which are subject to any

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Option until such shares have been issued and delivered to the Grantee or any such person pursuant to the exercise of such Option. Furthermore, the Plan shall not confer upon any Grantee any rights of employment with the Bank, including without limitation, any right to continue in the employ of the Bank, or affect the right of the Bank to terminate the employment of a Grantee at any time, with or without cause.

Section 4.04. General Restrictions. Each award under the Plan shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law; (ii) the consent or approval of any government regulatory body; or (iii) an agreement by the recipient of an award with respect to the disposition of shares of Common Stock, is necessary or desirable as a condition of, or in connection with, the granting of such award or the issue or purchase of shares of Common Stock thereunder, such award may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval, or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee. A Grantee shall agree, as a condition of receiving any award under the Plan, to execute any documents, make any representations, agree to restrictions on stock transferability, and take any actions which in the opinion of legal counsel to the Bank are required by any applicable law, ruling, or regulation. The Bank is in no event obligated to register any such shares, to comply with any exemption from registration requirements, or to take any other action which may be required in order to permit, or to remedy or remove any prohibition or limitation on, the issuance or sale of such shares to any Grantee or other authorized person.

Section 4.05. Rights Unaffected.

(a) The existence of the Options shall not affect:

(i) the right or power of the Bank or its shareholders to make adjustments, recapitalizations, reorganizations, or other changes in the Bank’s capital structure or its business;

(ii) any issue of bonds, debentures, preferred or prior preference stocks affecting the Common Stock or the rights thereof;

(iii) the dissolution or liquidation of the Bank, or sale or transfer of any part of its assets or business; or

(iv) any other corporate act, whether of a similar character or otherwise.

(b) As a condition of grant, exercise, or lapse of restrictions on any Option the Bank may, in its sole discretion, withhold or require the Grantee to pay or reimburse the Bank for any taxes which the Bank determines are required to be withheld (including, without limitation, any required FICA or AMT payments), in connection with the grant of or lapse of restrictions on the

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grant of or any exercise of an Option. Whenever payment or withholding of such taxes is required, the Grantee may satisfy the obligation, in whole or in part, by electing to deliver to the Bank shares of Common Stock already owned by the Grantee or electing to have the Bank withhold shares of Common Stock which would otherwise be delivered to the Grantee, in each case having a value equal to the amount required to be withheld, and provided that such shares may be surrendered only at the minimum statutory rate. For these purposes, the value of the shares to be withheld is the Fair Market Value on the date that the amount of tax to be withheld is to be determined (the “Tax Date”).

(c) An election by a Grantee to deliver shares of Common Stock already owned by the Grantee or to have shares withheld for purposes of Section 2.02(h) of the Plan (an “Election”) must meet the following requirements in order to be effective:

(i) the Election must be made prior to the Tax Date;

(ii) the Election is irrevocable; and

(iii) the Election may be disapproved by the Committee in its sole discretion.

Section 4.06. Choice of Law. The validity, interpretation, and administration of the Plan, the Option Agreement, and of any rules, regulations, determinations, or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the State of Alabama. Without limiting the generality of the foregoing, the period within which any action in connection with the Plan must be commenced shall be governed by the laws of the State of Alabama, without regard to the place where the act or omission complained of took place, the residence of any party to such action or the place where the action may be brought or maintained.

Section 4.07. Amendment, Suspension, and Termination of Plan.

(a) The Plan may be terminated, suspended, or amended, from time to time, by the Board of Directors in such respects as it shall deem advisable; provided, however, that (i) any such amendment that would require shareholder approval in order to ensure compliance with Rule 16b-3, if applicable, under the Securities Exchange Act of 1934, or any successor rule thereto, or any other applicable rules or regulations, shall be subject to approval by the shareholders of the Bank; and (ii) any amendment that would change the maximum aggregate number of shares for which Options may be granted under the Plan (except as required under any adjustments pursuant to Sections 1.03 and 4.01 of the Plan) shall be subject to approval of the shareholders of the Bank.

(b) Notwithstanding any other provision herein contained, no Incentive Stock Options shall be granted on or after the tenth anniversary of the approval of the Plan by the Board of Directors and the Plan shall terminate and all Options previously granted shall terminate, in the event and on the date of liquidation or dissolution of the Bank.

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(c) Whether before or after termination of the Plan, the Board of Directors has full authority in accordance with Section 4.07(a) to amend the Plan, effective for Options which remain outstanding under the Plan.

Section 4.08. Loans. The Bank may at any time, consistent with applicable regulations, including Regulation O and any Bank policy restricting or prohibiting loans to executive officers, lend to a Grantee any funds required in connection with any aspect of the Plan, including without limitation the exercise price and any taxes that must be paid or withheld.

Section 4.09. Regulatory Capital Requirements. All Options granted under this Plan are subject to the requirement that, notwithstanding any other provision of the Plan or the Option Agreement, the Bank’s primary bank regulator shall at any time have the right to require the Grantee to exercise the Option or to forfeit the Option if not exercised if the Bank’s capital falls below minimum capital required as determined by the Bank’s primary bank regulator.

Section 4.10. Disclosures. A copy of this Plan shall be given to any Grantee. Any security issued pursuant to this Plan that is not registered under the Securities Act of 1933 or the Alabama Securities Act shall be deemed restricted within the meaning of Securities and Exchange Commission Rule 144, and certificates respecting such shares shall be marked with an appropriate legend indicating applicable restrictions on resale.

Section 4.11. Savings Clause. The Plan shall be administered, operated, and interpreted such that all stock Options granted hereunder are not considered deferred compensation subject to Section 409A of the Code and the Committee shall have discretion to modify or amend any Option granted hereunder and any Stock Option Agreement (and may do so retroactively); provided that any such modification or amendment is necessary to cause such stock option to be exempt from Section 409A of the Code and is not materially prejudicial to the Bank and the affected Grantee.

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EX-4.7

Exhibit 4.7

WARRANT AGREEMENT

This Warrant Agreement, dated as of                     , is entered into by and among Keystone Bank, an Alabama state bank (the “Company”), and the individual directors listed on the signature pages of this Agreement (the “Directors”).

Recital

A. In recognition of the efforts made and financial risks undertaken by the Directors while acting as organizers in organizing the Company, the Company desires to issue to each Director a Warrant to purchase a specified number of shares of the common stock of the Company, par value $10 per share (the “Common Stock”).

Agreement

ARTICLE I.

DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the meanings provided, or elsewhere as referred to, in this Article:

1.01 “Business Day” shall mean a day other than a Saturday, Sunday, a legal holiday, or other day on which the commercial banks in Prattville, Alabama are required by law to remain

1.02 “Closing Date” shall mean the closing of the public offering of the Common Stock on March 1, 2007.

1.03 “Common Stock” shall have the meaning set forth in the Recitals to this Agreement.

1.04 “Common Stock Equivalent” shall mean warrants, options, subscriptions, or purchase rights with respect to shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or warrants, options, subscriptions, or purchase rights with respect to such convertible or exchangeable securities.

1.05 “Company” shall have the meaning set forth in the Preamble to this Agreement.

1.06 “Eligible Holders” means, as of a particular date, all of the holders of Warrants or Warrant Shares.

1.07 “Exercise Price” means $10 per Warrant Share and shall not be less than 100% of the Fair Market Value of a share of Common Stock on date the Warrant is issued to a Warrantholder.

1.08 “Exercise Time” means the Warrants will vest and become exercisable and transferable in equal increments over a period of five years and will remain exercisable for a ten-year period following the Closing Date, provided that the Warrant shall terminate if the Director ceases to serve as a director of the Company for any reason.

1.09 “Expiration Date” means each Warrant shall expire at 5:00 P.M., Alabama time, on the tenth anniversary of the Closing Date, or if such day is not a Business Day, the next succeeding day which is a Business Day.

1.10 “Fair Market Value” of a share of Common Stock on any particular date means the average between the bid and ask prices quoted on such date by the National Daily Quotation Service, or on the National Association of Securities Dealers Automated Quotation (the “NASDAQ”) System, or a registered securities exchange, if listed thereon. In the event that both bid and ask prices are not so quoted, then the Fair Market Value shall be the bid price determined by the National Association of Securities Dealers, Inc. (the “NASD”) local quotations committee as most recently published in a daily newspaper of general circulation in Autauga County, Alabama. In the event that no such bid price is published, then Fair Market Value shall be the fair market value as determined by the Board of Directors of the Company. In order to satisfy the exemption from Code Section 409A then, notwithstanding any provision in this Warrant Agreement to the contrary, in the event the Fair Market Value of a share of Common Stock is not established by an established securities market, any such determinations of Fair Market Value shall be based on a reasonable valuation method so as to ensure that the Exercise Price per Warrant Share is not less than 100% of the Fair Market Value on the date the Warrant is issued to a Warrantholder.

1.11 “Person” means an individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, or government or any department or agency thereof.

1.12 “SEC” means the Securities and Exchange Commission.

1.13 “Securities Act” means the Securities Act of 1933, as amended.

1.14 “Warrant Certificate” shall have the meaning set forth in Section 2.02.

1.15 “Warrantholders” means the Directors and any other holders of Warrants, which have been transferred or assigned to such Persons in accordance with the terms of this Agreement.

1.16 “Warrants” means the Warrants represented by the initial Warrant Certificates issued to the Directors under this Agreement and all other Warrant Certificates that may be issued in their place (together initially evidencing the right to purchase an aggregate of 175,000 shares of Common Stock).

1.17 “Warrant Shares” means Common Stock purchasable upon exercise of the Warrants or any other securities for which the Warrants may become exercisable pursuant to Section 3.01.

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ARTICLE II

GRANT, DURATION AND EXERCISE OF WARRANTS

Section 2.01. Grant of Warrants. Each Warrantholder is hereby granted the right to purchase the Warrant Shares, at any time on or after the appropriate Exercise Time and before the Expiration Date, at the Exercise Price, subject to the terms and conditions of this Agreement.

Section 2.02. Warrant Certificate. The Warrants shall be evidenced by one or more warrant certificates (each a “Warrant Certificate”) in the form of Exhibit “A” attached hereto and incorporated herein by reference, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement.

Section 2.03. Duration of Warrants. Each Warrantholder may exercise the Warrants at any time and from time to time after the appropriate Exercise Time, and before 5:00 P.M., Alabama time, on the appropriate Expiration Date. If any of the Warrants either (i) do not vest at the appropriate Exercise Time or (ii) are not exercised on or prior to the appropriate Expiration Date, they shall become void.

Section 2.04. Exercise of Warrants.

(a) Each Warrantholder may exercise any of the Warrants by presentation and surrender of the Warrant Certificate representing the Warrants to the Company at its principal executive offices or at the office of its stock transfer agent, if any, with a Subscription Form in the form attached hereto as Exhibit “B” duly executed and accompanied by payment (by wire transfer, certified, or bank check) of the full Exercise Price for each Warrant Share to be purchased.

(b) Upon receipt of the Warrant Certificate representing the Warrants, together with the Subscription Form duly executed and accompanied by payment of the aggregate Exercise Price for the Warrant Shares for which the Warrants are then being exercised, the Company shall cause to be issued certificates for the total number of whole shares of Common Stock for which the Warrants are being exercised (adjusted to reflect the effect of any antidilution provisions contained in Article III of this Agreement, if any, and as provided in Section 2.06 by any Warrantholder in such denominations as are requested for delivery to such Warrantholder), and the Company shall thereupon deliver such certificates to such Warrantholder. Such Warrantholder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Warrantholder. Upon exercise of such Warrants, the Company may require such Warrantholder to make such representations, and may place such legends on certificates representing the Warrant Shares and require such legal opinions, as may be reasonably required in the opinion of counsel to the Company to permit the Warrant Shares to be issued without such registration.

(c) In the event that any Warrantholder shall exercise Warrants with respect to less than all of the Warrant Shares that may be purchased under the Warrant Certificate representing the Warrants, the Company shall execute a new Warrant Certificate in the form of Exhibit “A” representing Warrants to purchase the balance of such Warrant Shares and deliver such new Warrant Certificate to such Warrantholder.

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Section 2.05. Reservation of Shares. The Company hereby represents that there are now 175,000 shares of Common Stock authorized but unissued and reserved for issuance and delivery upon exercise of the Warrants, and agrees that at all times there shall be reserved for issuance and delivery upon exercise of the Warrants such number of shares of Common Stock or other shares of capital stock of the Company from time to time issuable upon exercise of the Warrants. All such shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and nonassessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights.

Section 2.06. Fractional Shares. The Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of any Warrants nor shall it be required to issue scrip or pay cash in lieu of fractional interests, and in any case where a Warrantholder would, except for the provisions of this Section, be entitled under the terms of this Agreement to receive a fraction of a share upon the exercise of any Warrants, the Company shall, upon the exercise of such Warrants in accordance with Section 2.04, round any fraction up or down to the nearest whole number of shares purchasable upon exercise of such Warrants.

ARTICLE III

ADJUSTMENT OF NUMBER AND KIND OF WARRANT SHARES

PURCHASABLE AND OF EXERCISE PRICE

The Exercise Price and the number and kind of Warrant Shares shall be subject to adjustment from time to time upon the happening of certain events as provided in this Article.

Section 3.01. Mechanical Adjustments.

(a) If at any time prior to the exercise of the Warrants in full, the Company shall (i) declare a dividend or make a distribution on the Common Stock payable in shares of its capital stock (whether shares of Common Stock or of capital stock of any other class); (ii) subdivide, reclassify, or recapitalize outstanding Common Stock into a greater number of shares; (iii) combine, reclassify, or recapitalize its outstanding Common Stock into a smaller number of shares; or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or a merger in which the Company is the continuing corporation), the number and kind of Warrant Shares and the Exercise Price in effect at the time of the record date of such dividend, distribution, subdivision, combination, reclassification, or recapitalization shall be adjusted so that each Warrantholder shall be entitled to receive the aggregate number and kind of shares which, if the Warrants had been exercised in full immediately prior to such event, it would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, or the effective date, in the case of a subdivision, combination, recapitalization, to allow the purchase of such aggregate number and kind of shares; provided, however, that the provisions of this Section shall not apply to any grants or issuances under any incentive compensation plan of the Company.

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(b) In the event that at any time, as a result of any adjustment made pursuant to Section 3.01(a), a Warrantholder thereafter shall become entitled to receive any shares of the Company other than Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in the manner and on the terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Section 3.01(a) or this Section 3.01(b).

Section 3.02. Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization, or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Warrants) or in case of any sale, lease, transfer, or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholders an agreement granting the Warrantholders the right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive upon exercise of the Warrants the kind and amount of shares and other securities and property which they would have owned or have been entitled to receive, after the happening of such reclassification, change, consolidation, merger, sale, or conveyance, had the Warrants been exercised immediately prior to such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. In the event that in connection with any such reclassification, capital reorganization, change, consolidation, merger, sale, or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution, or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of this Article. The provisions of this Section shall similarly apply to successive reclassification, capital reorganizations, consolidations, mergers, sales, or conveyances.

Section 3.03. Forms of Warrant Agreement and Warrant Certificates After Adjustments. The forms of this Warrant Agreement and any Warrant Certificates issued in connection herewith need not be changed because of any adjustments in the Exercise Price or the number or kind of the Warrant Shares, and Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the applicable Warrant Certificate, as initially issued.

Section 3.04. Treatment of Warrantholders. Prior to due presentment for registration of transfer of the Warrants, the Company may deem and treat a Warrantholder as the absolute owner of the Warrants (notwithstanding any notation of ownership or other writing hereon) for all purposes and shall not be affected by any notice to the contrary.

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ARTICLE IV

OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

Section 4.01. No Rights as Shareholders; Notice to Warrantholders. Nothing contained in this Agreement or any Warrant Certificate shall be construed as conferring upon any Warrantholder the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any rights whatsoever as shareholders of the Company. The Company shall give notice to the Warrantholders by certified mail if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur:

(a) the Company shall authorize the payment of any dividend payable in any securities upon shares of Common Stock or authorize the making of any distribution (other than a regular cash dividend or cash distribution paid out of funds legally available therefor and in the ordinary course of business) to all holders of Common Stock;

(b) the Company shall authorize the issuance to all holders of Common Stock of any additional shares of Common Stock or Common Stock Equivalents or of rights, options or warrants to subscribe for or purchase Common Stock or Common Stock Equivalents or of any other subscription rights, options or warrants;

(c) a dissolution, liquidation, or winding up of the Company shall be proposed; or

(d) a capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or any consolidation or merger of the Company with or into another corporation (other than consolidation or merger which the Company is the continuing corporation and that does not result in any reclassification or change of Common Stock outstanding) or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety.

Such giving of notice shall be initiated at least two Business Days prior to the date fixed as a record date or effective date or the date of closing of the Company’s stock transfer books for the determination of the shareholders entitled to such dividend, distribution or issuance, or for the determination of the shareholders entitled to such dividend, distribution or issuance, or for the determination of the shareholders entitled to vote on such proposed reorganization, dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the stock transfer books, as the case may be. Failure to provide such notice shall not affect the validity of any action taken in connection with such dividend, distribution or issuance, or such proposed reorganization, dissolution, liquidation or winding up.

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made and sent when delivered, or mailed by registered or certified mail, return receipt requested pursuant to Section 8.10.

Section 4.02. Lost, Stolen. Mutilated, or Destroyed Warrant Certificates. If any Warrant Certificate is lost, stolen, mutilated, or destroyed, the Company may, on such terms as to indemnity or otherwise as it may in its discretion impose (which shall, in the case of a mutilated

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Warrant Certificate, include the surrender thereof), issue a new Warrant Certificate representing warrants of like denomination and tenor as, and in substitution for, such Warrant Certificate. Upon receipt by the Company of evidence reasonably satisfactory to it of theft, destruction, or mutilation of any Warrant Certificate, and, in case of loss, theft or destruction, or indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrants, if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor, in lieu thereof.

ARTICLE V

SPLIT-UP, COMBINATION

EXCHANGE, AND TRANSFER OF WARRANTS

Section 5.01. Split-Up, Combination, Exchange, and Transfer of Warrants. Subject to the provisions of Section 5.02 of this Agreement, any Warrant Certificate issued pursuant to this Warrant Agreement may be split up, combined or exchanged for another Warrant Certificate or Certificates containing the same terms to purchase a like aggregate number of Warrant Shares. If a Warrantholder desires to split up, combine, or exchange any Warrant Certificate issued pursuant to the Warrant Agreement, it shall make such request in writing delivered to the Company and shall surrender to the Company such Warrant Certificate to be so split-up, combined, or exchanged. Upon any such surrender for a split-up, combination, or exchange, the Company shall execute and deliver to the person or persons entitled thereto a Warrant Certificate or any Warrant Certificate issued pursuant to this Warrant Agreement, as the case may be, as so requested. The Company shall not be required to effect any split-up, combination, or exchange which will result in the issuance of Warrant Certificates entitling the Warrantholder thereof to purchase upon exercise a fraction of a Warrant Share. The Company may require such Warrantholder to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any split-up, combination or exchange of Warrants.

Section 5.02. Restrictions on Transfer. No Warrant may be transferred until the applicable Exercise Time of such Warrant; thereafter, there shall be no restriction on the ability of the Directors to transfer beneficial interest in the Warrants, provided that any such transfers shall be made only in accordance with and subject to the provisions of the Securities Act and the rules and regulations promulgated thereunder.

ARTICLE VI

OTHER MATTERS

Section 8.01. Company and Director Representations.

(a) The Company hereby represents and warrants that (i) all necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery, and performance of this Agreement and any Warrant Certificates issued in connection herewith and, upon exercise of the Warrants or any successor warrants, the issuance of the Warrant Shares; and (ii) this Agreement and the initial Warrant Certificate representing the Warrants issued to the Warrantholders have been duly and validly executed and delivered by the Company and constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally and by generally equitable principles.

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(b) Each Director, severally with respect to itself and not for any other Director, hereby represents and warrants, both on its own behalf and on behalf of any affiliate of such Director that has been designated by such Director to acquire or hold all or a portion of the Warrants granted to such Director hereunder (any such affiliate, together with its affiliated Director, is referred to herein as a “Warrant Acquiror”), that (i) each such Warrant Acquiror is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) each such Warrant Acquiror is acquiring the Warrants or Warrant Shares for its own account for investment and not with a view toward distribution, and no such Warrant Acquiror has any present agreement, arrangement, or commitment to dispose of any Warrants or Warrant Shares, in each case except pursuant to a registered offering under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws; and (iii) each such Warrant Acquiror understands that neither the Warrants nor the Warrant Shares have been registered under the Securities Act or any applicable state securities laws.

Section 8.02 Regulatory Capital Requirements. All Warrants issued pursuant to this Warrant Agreement are subject to the requirement that, notwithstanding any other provision of this Warrant Agreement or the Warrant Certificate, the Company’s primary bank regulator shall at any time have the right to require the Warrantholder to exercise or forfeit the Warrant if the Company’s capital falls below minimum capital required as determined by the Company’s primary bank regulator.

Section 8.03. Successors and Assigns. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrantholders shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 8.04. No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Warrantholders or otherwise conflicts with the provisions hereof. The rights granted to the Warrantholders hereunder do not in any way conflict with and are not inconsistent with the rights granted to holders of the Company’s securities under any other agreements.

Section 8.05. Integration/Entire Agreement. This Agreement and any Warrant Certificate issued in connection herewith are intended by the parties as final expressions of their agreement and intended to be complete and exclusive statements of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement and any Warrant Certificates issued hereunder supersede all or prior agreements and understandings between the parties with respect to such subject matter.

Section 8.06. Amendments and Waivers. The provisions of this Agreement may not be amended, modified, supplemented, or waived except pursuant to a written instrument signed by the Company and a majority in interest of the Eligible Holders.

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Section 8.07. Survival. The obligations of the Company, the Warrantholders and each Eligible Holder under Articles V and VI of this Agreement shall survive the exercise of all of the Warrants.

Section 8.08. Governing Law. This Agreement and any Warrant Certificate issued pursuant to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Alabama.

Section 8.09. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provisions in every other respect, and of the remaining provisions contained herein, shall not be affected or impaired thereby.

Section 8.10. Notice. Any notices or certificates by the Company to any Warrantholder and by any Warrantholder to the Company shall be deemed delivered if in writing and delivered in person or by registered or certified mail (return receipt requested), if to any Warrantholder, to it at the address for notices set forth on its signature page hereto, and if to the Company, addressed to it at: Keystone Bank, P.O. Box 3405 Auburn, Alabama 36861, Attention: Mr. John F. Gittings, Chief Executive Officer.

Section 8.11. Section 409A of the Code. The Agreement shall be administered, operated, and interpreted such that all Warrants granted hereunder are not considered deferred compensation subject to Section 409A or the Code and the Company shall have the discretion to modify or amend any Warrant granted hereunder and any Warrant Certificate (and may do so retroactively); provided that any such modification or amendment is necessary to cause such Warrant to be exempt from Section 409A of the Code and is not materially prejudicial to the affected Warrantholder.

The Company may change its address by written notice to the Warrantholders and any Warrantholder may change its address by written notice to the Company.

[Signatures on following pages]

9

IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the Company under its corporate seal as of the date and year first written above.

KEYSTONE BANK

By:

Name:

Its

ACCEPTED AND AGREED:
By:
Name:
Title:
	Address for notices:
	Attention:
	Telephone:
	Facsimile:

10

Exhibit “A”

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON THE EXERCISE THEREOF MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

VOID AFTER 5:00 P.M., ALABAMA TIME, ON THE APPROPRIATE EXPIRATION DATE (AS DEFINED IN THE WARRANT AGREEMENT REFERRED TO HEREIN).

WARRANT CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE SHARES OF THE

COMMON STOCK, $10 PAR VALUE PER SHARE,

OF

KEYSTONE BANK

No. W-                                      Shares

This certifies that                                           (the “Warrantholder”) is entitled to purchase from Keystone Bank, an Alabama state bank (the “Company”), subject to the terms and conditions hereof, at any time on or after the appropriate Exercise Time and before the corresponding Expiration Date (each as defined in the Warrant Agreement described below), 25,000 fully paid and non-assessable shares of the Common Stock, $10 par value per share, of the Company stated above at the exercise price, subject to adjustment in certain events (the “Exercise Price”), of $10 per share of Common Stock upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Warrant Agreement dated as of March 2, 2007 by and among the Company and the Directors listed on the signature pages thereto (the “Warrant Agreement”). Payment of the Exercise Price shall be made by certified or official bank check payable to the order of the Company and by surrender of this Warrant Certificate in accordance with the terms of the Warrant Agreement.

All capitalized terms used in this Warrant Certificate, which are defined in the Warrant Agreement, shall have the meanings assigned to them in the Warrant Agreement.

No Warrant may be exercised after 5:00 p.m., Alabama time, on the appropriate Expiration Date, after which time all Warrants evidenced hereby, unless exercised prior thereto, shall be void.

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Warrantholder, and any other holders of the Warrant.

Exhibit A-1

The Warrant Agreement provides that upon the occurrence of certain events the Exercise price and/or the type and/or number of the Company’s securities issuable hereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the Warrantholder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair the rights of the Warrantholder as set forth in the Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any change.

Upon the exercise of less than all of the Warrants evidenced by this Warrant Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants.

The Company may deem and treat the registered holder(s) as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated:                     

KEYSTONE BANK

By:

Name:

Its:

Exhibit A-2

ANNEX “A”

SUBSCRIPTION FORM

KEYSTONE BANK:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the Warrant Certificate attached hereto for, and to purchase thereunder,                  shares of Common Stock, as provided for in the Warrant Certificate, and tenders herewith payment of the purchase price in full in the form of cash or a certified or official bank check in the amount of $        .

Please issue a certificate or certificates for such Common Stock in the name of, and pay any cash for any fractional share to:

Name:
	(Please sign and print)
	NOTE: The above signature should correspond exactly with the name on the first page of the within Warrant Certificate or with the name of the assignee appearing in the Assignment attached hereto.

If said number of shares shall not be all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder rounded up to the next higher number of shares.

Annex A-1

FIRST AMENDMENT

TO

WARRANT AGREEMENT

KEYSTONE BANK, an Alabama state bank, (the “Company”) hereby adopts and publishes on this      day of                     , this First Amendment to the Warrant Agreement, as follows:

RECITALS

WHEREAS, the Company entered into a Warrant Agreement with its Directors dated as of                      (the “Warrant Agreement”); and

WHEREAS, Section 8.06 of the Warrant Agreement provides that the Warrant Agreement may be amended pursuant to a written instrument signed by the Company and a majority in interest of the Eligible Holders; and

WHEREAS, Section 1.08 of the Warrant Agreement currently provides that the Warrants will (a) vest and become exercisable in equal increments over a period of five years and (b) immediately terminate if the Director ceases to serve as a Director of the Company for any reason; and

WHEREAS, the Company and the Eligible Holders desire to amend Section 1.08 to (a) permit accelerated vesting of Warrants upon the occurrence of an extraordinary event as determined by the Company’s Board of Directors in its sole discretion and (b) provide that any Warrants held by a Director that are vested and exercisable at the time the Director ceases to serve as a Director of the Company may be exercised by the Director (or the Director’s estate in the event of the Director’s death) at any time within a period of one-hundred and twenty (120) days from the date the Director ceases to serve as a Director of the Company.

NOW, THEREFORE, in consideration of the premises hereinabove set forth, the Company and a majority in interest of the Eligible Holders hereby amend the Warrant Agreement, as follows:

FIRST: Section 1.08 shall be amended to read in its entirety as follows:

1.08 “Exercise Time” means the Warrants will vest and become exercisable and transferable in equal increments over a period of five years, or immediately upon the occurrence of an extraordinary event, including by way of example but not limited to, the Director’s death or permanent disability, as determined by the Company’s Board of Directors in its sole discretion, and will remain exercisable for a ten-year period following the Closing Date; provided any Warrants held by a Director that (a) are not vested and exercisable at the time the Director ceases to serve as a Director of the Company shall terminate immediately on the date

1 First Amendment

the Director ceases to serve as a Director of the Company and (b) are vested and exercisable at the time the Director ceases to serve as a Director of the Company may be exercised at any time by the Director (or the Director’s estate in the event of the Director’s death) within a period of one-hundred and twenty (120) days from the date the Director ceases to serve as a Director of the Company but in no event beyond the ten-year period following the Closing Date.

SECOND: This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one in the same Amendment.

THIRD: In all other respects, the Warrant Agreement is hereby ratified, confirmed and approved.

(Signature Page Follows)

2 First Amendment

IN WITNESS WHEREOF, the Company and a majority in interest of the Eligible Holders have caused this First Amendment to be executed as of the date and year first above written.

KEYSTONE BANK

By:

Name:

Its:

ACCEPTED AND AGREED:

By:

Name:

Title:

3 First Amendment

EX-5.1

Exhibit 5.1

ONE FEDERAL PLACE 1819 5TH AVENUE NORTH, SUITE 1100 BIRMINGHAM, ALABAMA 35203-2122 205-244-5200 FAX 205-244-5400 www.joneswalker.com

January 26, 2016

River Financial Corporation

P O Box 680249

Prattville AL 36068

RE: Registration Statement on Form S-8

River Financial Corporation 2006 Stock Compensation Plan

River Financial Corporation 2015 Incentive Stock Compensation Plan

River Bank & Trust Director Warrants

Keystone Bank 2007 Incentive Stock Compensation Plan

Keystone Bank Director Warrants

Ladies and Gentlemen:

We have acted as counsel to River Financial Corporation (the “Company”) in connection with the registration with the Securities and Exchange Commission (the “Commission”) on Form S-8 (the “Registration Statement”) of 242,000 shares of the Company’s common stock, $1.00 par value (“Common Stock”), which may be issued in connection with the Company’s 2006 Stock Compensation Plan, 300,000 shares of Common Stock which may be issued in connection with the 2015 Incentive Stock Compensation Plan, 135,000 shares of Common Stock which may be issued in connection with the River Financial Warrants, 36,000 shares to be issued pursuant to Keystone Bank Warrants, and 45,000 shares of Common Stock which may be issued in connection with the Keystone Bank 2007 Incentive Stock Compensation Plan (collectively, the “Plans”).

In connection with the opinions expressed in this letter, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Registration Statement in the form in which it is being filed with the Commission and such corporate records, certificates, and documents, as we deemed necessary for the purpose of this opinion. We have assumed, without making any inquiry into the reasonableness or validity thereof, the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic and complete original documents of all documents submitted to us as

ALABAMA  ●  ARIZONA  ●  CALIFORNIA   ●  DISTRICT OF COLUMBIA  ●  FLORIDA  ●  GEORGIA  ●   LOUISIANA  ●  MISSISSIPPI  ●  

NEW YORK  ●  OHIO  ●   TEXAS

River Financial Corporation

January 26, 2016

Page 2

copies. We have reviewed certificates and made such inquiries of public officials, and have made such review of laws, as we consider necessary for purposes of this letter. We have relied as to matters of fact upon the above documents.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. The shares of Common Stock to be issued under the Plans (the “Shares”) have been duly authorized; and

2. When the Registration Statement is effective and the Shares have been issued in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and non-assessable.

Regardless of the states in which members of this firm are admitted to practice, this letter is limited to the laws of the State of Alabama as in effect on the date hereof. Our opinion is rendered as of the date set forth above, and we disclaim any obligation to advise you of any changes in circumstances or laws that may occur after this date or to otherwise update this letter. The opinion in this letter is provided to you as a legal opinion only, and not as guaranty or warranty of the matters discussed herein. Our opinion is limited to the matters expressly stated herein, and no other opinions may be implied or inferred.

We consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Commission.

Very truly yours,

/s/ Jones Walker LLP

Jones Walker LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of River Financial Corporation of our report dated July 31, 2015, related to our audit of the consolidated financial statements, which appears in the Registration Statement on Form S-4 of River Financial Corporation.

/s/ Porter Keadle Moore

Atlanta, Georgia

February 3, 2016