ex4_1.htm


    
      
        
          

        

      

      
        EXHIBIT  4.1

      

      
        


      

      
        


      

      
        THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH
THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR
OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE
VOID.

      

      
        


      

      
        WARRANT

      

      
        to
purchase

      

      
          
 500,000   

      

      
        Shares
of Common Stock

      

      
        of
Colony Bankcorp, Inc.

      

      
        


      

      
        Issue
Date:   January 9,
2009

      

      
        


      

      
        1.           
 Definitions.  Unless
the context otherwise requires, when used herein the following
terms shall have the meanings indicated.

      

      
        


      

      
        "Affiliate'' has the meaning ascribed
to it in the Purchase Agreement.

      

      
        


      

      
        "Appraisal Procedure'' means
a procedure whereby two independent appraisers, one chosen by the Company and
one by the Original Warrantholder, shall mutually agree upon the determinations
then the subject of appraisal. Each party shall deliver a notice to the other
appointing its appraiser within 15 days after the Appraisal Procedure is
invoked. If within 30 days after appointment of the two appraisers they are
unable to agree upon the amount in question, a third independent appraiser shall
be chosen within 10 days thereafter by the mutual consent of such first two
appraisers. The decision of the third appraiser so appointed and chosen shall be
given within 30 days after the selection of such third appraiser. If three
appraisers shall be appointed and the determination of one appraiser is
disparate from the middle determination by more than twice the amount by which
the other determination is disparate from the middle determination, then the
determination of such appraiser shall be excluded, the remaining two
determinations shall be averaged and such average shall be binding and
conclusive upon the Company and the Original Warrantholder; otherwise, the
average of all three determinations shall be binding upon the Company and the
Original Warrantholder. The costs of conducting any Appraisal Procedure shall he
borne by the Company.


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
         

      

      
        "Board of Directors" means
the board of directors of the Company, including any duly authorized committee
thereof

      

      
        


      

      
        "Business Combination" means
a merger, consolidation, statutory share exchange or similar transaction that
requires the approval of the Company's stockholders

      

      
        


      

      
        "Business Day'' means any day
except Saturday. Sunday and any day on which banking institutions in the State
of New York generally are authorized or required by law or other governmental
actions to close.

      

      
        


      

      
        "Capital Stock" means (A)
with respect to any Person that is a corporation or company, any and all shares,
interests, participations or other equivalents (however designated) of capital
or capital stock of such Person and (B) with respect to any Person that is not a
corporation or company, any and all partnership or other equity interests of
such Person.

      

      
        


      

      
        "Charter" means, with respect
to any Person, its certificate or articles of incorporation, articles of
association, or similar organizational document.

      

      
        


      

      
        "Common Stock " has the
meaning ascribed to it in the Purchase Agreement.

      

      
        


      

      
        "Company" means the Person
whose name, corporate or other organizational form and jurisdiction of
organization is set forth in Item I of Schedule A hereto.

      

      
        


      

      
        "Conversion " has the meaning
set forth in Section 13(B).

      

      
        


      

      
        "Convertible Securities'' has
the meaning set forth in Section 13(B).

      

      
        


      

      
        "CPP'' has the meaning
ascribed to it in the Purchase Agreement.

      

      
        


      

      
        "Exchange Act" means the
Securities Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations promulgated thereunder.

      

      
        


      

      
        "Exercise Price " means the
amount set forth in Item 2 of Schedule A hereto.

      

      
        


      

      
        "Expiration Time" has the
meaning set forth in Section 3.

      

      
        


      

      
        "Fair Market Value"
means, with respect to any
security or other property, the fair market value of such security or other
property as determined by the Board of Directors. acting in good faith or, with
respect to Section 14, as determined by the Original Warrantholder acting in
good faith. For so long as the Original Warrantholder holds this Warrant or any
portion thereof, it may object in writing to the Board of Director's calculation
of fair market value within 10 days of receipt of written notice thereof. If the
Original Warrantholder and- the Company are unable to agree on fair market value
during the 10-day period following the delivery of the Original Warrantholder's
objection, the Appraisal Procedure may be invoked by either party to determine
Fair Market Value by delivering written notification thereof not later
than the 30th day after delivery of the Original Warrant holder's
objection.

      


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


      
        "Governmental Entities " has
the meaning ascribed to it in the Purchase Agreement.

      

      
        


      

      
        ''Initial Number" has the
meaning set forth in Section 13(B).

      

      
        


      

      
        ''Issue Date" means the date
set forth in Item 3 of Schedule A hereto.

      

      
        


      

      
        "Market Price" means, with
respect to a particular security, on any given day. the last reported sale price
regular way or, in case no such reported sale takes place on such day. the
average of the last closing bid and ask prices regular way, in either case on
the principal national securities exchange on which the applicable securities
are listed or admitted to trading, or if not listed or admitted to trading on
any national securities exchange, the average of the closing bid and ask prices
as furnished by two members of the Financial Industry Regulatory Authority, Inc.
selected from time to time by the Company for that purpose. "Market Price" shall
be determined without reference to after hours or extended hours trading. If
such security is not listed and traded in a manner that the quotations referred
to above are available for the period required hereunder, the Market Price per
share of Common Stock shall be deemed to be (i) in the event that any portion of
the Warrant is held by the Original Warrant holder, the fair market value per
share of such security as determined in good faith by the Original Warrantholder
or (ii) in all other circumstances, the fair market value per share of such
security as determined in good faith by the Board of Directors in reliance on an
opinion of a nationally recognized independent investment banking corporation
retained by the Company for this purpose and certified in a resolution to the
Warrantholder. For the purposes of determining the Market Price of the Common
Stock on the "trading day" preceding, on or following the occurrence of an
event, (i) that trading day shall be deemed to commence immediately after the
regular scheduled closing time of trading on the New York Stock Exchange or, if
trading is closed at an earlier time, such earlier time and (ii) that trading
day shall end at the next regular scheduled closing time, or if trading is
closed at an earlier time, such earlier time (for the avoidance of doubt, and as
an example, if the Market Price is to be determined as of the last trading day
preceding a specified event and the closing time of trading on a particular day
is 4:00 p.m. and the specified event occurs at 5:00 p.m. on that day. the Market
Price would be determined by reference to such 4:00 p.m. closing
price).

      

      
        


      

      
        "Ordinary Cash Dividends"
means a regular quarterly cash dividend on shares of Common Stock out of
surplus or net profits legally available therefor (determined in accordance with
generally accepted accounting principles in effect from time to time), provided that Ordinary Cash
Dividends shall not include any cash dividends paid subsequent to the Issue Date
to the extent the aggregate per share dividends paid on the outstanding Common
Stock in any quarter exceed the amount set forth in Item 4 of Schedule A hereto,
as adjusted for any stock split, stock dividend, reverse stock split,
reclassification or similar transaction.

      


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      


      
        "Original Warrantholder"
means the United States Department of the Treasury- Any actions specified
to be taken by the Original Warrantholder hereunder may only be taken by-such
Person and not by any other Warrant holder.

      

      
        


      

      
        "Permitted Transaction " has
the meaning set forth in Section 13(B).

      

      
        


      

      
        "Person" has the meaning
given to it in Section 3(a)(9) of the Exchange Act and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act.

      

      
        


      

      
        "Per Share Fair Market Value "
has the meaning set forth in Section 13(C).

      

      
        


      

      
        "Preferred Shares" means the
perpetual preferred stock issued to the Original Warrantholder on the Issue Date
pursuant to the Purchase Agreement.

      

      
        


      

      
        "Pro Rata Repurchases" means
any purchase of shares of Common Stock by the Company or any Affiliate thereof
pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or
14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any
other offer available to substantially all holders of Common Stock, in the case
of both (A) or (B): whether
for cash, shares of Capital Stock of the Company, other securities of the
Company, evidences of indebtedness of the Company or any other Person or any
other properly (including, without limitation, shares of Capital Stock, other
securities or evidences of indebtedness of a subsidiary), or any combination
thereof, effected while this Warrant is outstanding. The "Effective Date" of a Pro
Rata Repurchase shall mean the dale of acceptance of shares for purchase or
exchange by the Company under any tender or exchange offer which is a Pro Rata
Repurchase or the date of purchase with respect, to any Pro Rata Repurchase that
is not a tender or exchange offer.

      

      
        


      

      
        "Purchase Agreement" means
the Securities Purchase Agreement - Standard Terms incorporated into the Letter
Agreement, dated as of the date set forth in Item 5 of Schedule A hereto, as
amended from time to time, between the Company and the United States Department
of the Treasury (the "Letter
Agreement"), including all annexes and schedules
thereto.

      

      
        


      

      
        "Qualified Equity Offering"
has the meaning ascribed to it in the Purchase
Agreement.

      

      
        


      

      
        "Regulatory Approvals with
respect to the Warrantholder, means, to the extent applicable and required to
permit the Warrantholder to exercise this Warrant for shares of Common Stock and
to own such Common Stock without the Warrantholder being in violation of
applicable law. rule or regulation, the receipt of any necessary approvals and
authorizations of, filings and registrations with, notifications to. or
expiration or termination of any applicable waiting period under, the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. as amended, and the rules
and regulations thereunder.

      

      
        


      

      
        "SEC means the U.S.
Securities and Exchange Commission.

      


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      


      
        "Securities Act" means the
Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations promulgated thereunder.

      

      
        


      

      
        "Shares"  has the
meaning set forth in Section 2.

      

      
        


      

      
        "Trading Day" means (A) if
the shares of Common Stock are not traded on any national or regional securities
exchange or association or over-the-counter market, a business day or (B) if the
shares of Common Stock are traded on any national or regional securities
exchange or association or over-the-counter market, a business day on which such
relevant exchange or quotation system is scheduled to be open for business and
on which the shares of Common Stock (i) are not suspended from trading on any
national or regional securities exchange or association or over-the-counter
market for any period or periods aggregating one half hour or longer; and (ii)
have traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the shares of Common Stock.

      

      
        


      

      
        "U.S. GAAP" means United
States generally accepted accounting principles.

      

      
        


      

      
        "Warrantholder'' has the
meaning set forth in Section 2.

      

      
        


      

      
        ''Warrant" means this
Warrant, issued pursuant to the Purchase Agreement.

      

      
        


      

      
        2.         
   Number of Shares: Exercise
Price. This certifies that, for value received, the United States
Department of the Treasury or its permitted assigns (the "Warrantholder") is entitled, upon the terms
and subject to the conditions hereinafter set forth, to acquire from the
Company, in whole or in part, after the receipt of all applicable Regulatory
Approvals, if any, up to an aggregate of the number of fully paid and
nonassessable shares of Common Stock set forth in Item 6 of Schedule A hereto,
at a purchase price per share of Common Stock equal to the Exercise Price. The
number of shares of Common Stock (the "Shares ") and the Exercise
Price are subject to adjustment as provided herein, and all references to
"Common Stock," "Shares'' and "Exercise Price" herein
shall be deemed to include any such adjustment or series of
adjustments.

      

      
        


      

      
        3.            
Exercise of Warrant;
Term. Subject to Section 2, to the extent permitted by applicable laws
and regulations, the right to purchase the Shares represented by this Warrant is
exercisable, in whole or in part by the Warrantholder at any time or from time
to time after the execution and delivery of this Wan-ant by the Company on the
date hereof, but in no event later than 5:00 p.m.. New York City time on the
tenth anniversary of the Issue Date (the "Expiration Time"), by (A) the
surrender of this Warrant and Notice of Exercise annexed hereto, duly completed
and executed on behalf of the Warrantholder, at the principal executive office
of the Company located at the address set forth in Item 7 of Schedule A hereto
(or such other office or agency of the Company in the United States as it may
designate by notice in writing to the Warrantholder at the address of the
Warrantholder appearing on the books of the Company), and (B) payment of the
Exercise Price for the Shares thereby purchased:

      


      
        
           


        

        
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        (i)           
by having the Company withhold, from the shares of Common Stock that would
otherwise be delivered to the Warrantholder upon such exercise, shares of Common
stock issuable upon exercise of the Warrant equal in value to the aggregate
Exercise Price as to which this Warrant is so exercised based on the Market
Price of the Common Stock on the trading day on which this Warrant is exercised
and the Notice of Exercise is delivered to the Company pursuant to this Section
3, or

      

      
        


      

      
        (ii)           
with the consent of both the Company and the Warrantholder, by tendering in
cash, by certified or cashier's check payable to the order of the Company, or by
wire transfer of immediately available funds to an account designated by the
Company.

      

      
        


      

      
        If the
Warrantholder does not exercise this Warrant in its entirety, the Warrantholder
will be entitled to receive from the Company within a reasonable time, and in
any event not exceeding three business days, a new warrant in substantially
identical form for the purchase of that number of Shares equal to the difference
between the number of Shares subject to this Warrant and the number of Shares as
to which this Warrant is so exercised. Notwithstanding anything in this Warrant
to the contrary, the Warrantholder hereby acknowledges and agrees that its
exercise of this Warrant for Shares is subject to the condition that the
Warrantholder will have first received any applicable Regulatory
Approvals.

      

      
        


      

      
        4.            
Issuance of Shares:
Authorization; Listing. Certificates for Shares issued upon exercise
of this Warrant will be issued in such name or names as the Warrantholder may
designate and will be delivered to such named Person or Persons within a
reasonable time, not to exceed three business days after the date on which this
Warrant has been duly exercised in accordance with the terms of this Warrant.
The Company hereby represents and warrants that any Shares issued upon the
exercise of this Warrant in accordance with the provisions of Section 3 will be
duly and validly authorized and issued, fully paid and nonassessable and free
from all taxes, Hens and charges (other than liens or charges created by the
Warrantholder. income and franchise taxes incurred in connection with the
exercise of the Warrant or taxes in respect of any transfer occurring
contemporaneously therewith). The Company agrees that the Shares so issued will
be deemed to have been issued to the Warrantholder as of the close of business
on the date on which this Warrant and payment of the Exercise Price are
delivered to the Company in accordance with the terms of this Warrant,
notwithstanding that the stock transfer books of the Company may then be closed
or certificates representing such Shares may not be actually delivered on such
date. The Company will at all limes reserve and keep available, out of its
authorized but unissued Common Stock, solely for the purpose of providing for
the exercise of this Warrant the aggregate number of shares of Common Stock then
issuable upon exercise of this Warrant at any time. The Company will (A)
procure, at its sole expense, the listing of the Shares issuable upon exercise
of this Warrant at any time, subject to issuance or notice of issuance, on all
principal stock exchanges on which the Common Stock is then listed or traded and
(B) maintain such listings of such Shares at all times after issuance. The
Company will use reasonable best efforts to ensure that the Shares may be issued
without violation of any applicable law or regulation or of any requirement of
any securities exchange on which the Shares are listed or
traded.

      


      
        
           


        

        
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        5.            
No Fractional Shares
or Scrip. No fractional Shares or scrip representing fractional Shares
shall be issued upon any exercise of this Warrant. In lieu of any fractional
Share lo which the Warrantholder would otherwise be entitled, the Warrantholder
shall be entitled to receive a cash payment equal to the Market Price of the
Common Stock on the last trading day preceding the date of exercise less the
pro-rated Exercise Price for such fractional share.

      

      
        


      

      
        6.          
  No Rights as Stockholders; Transfer Books. This Warrant does not entitle the
Warrantholder to any voting rights or other rights as a stockholder of the
Company prior to the date of exercise hereof. The Company will at no time close
its transfer books against transfer of this Warrant in any manner which
interferes with the timely exercise of this Warrant.

      

      
        


      

      
        7.           
 Charges, Taxes
and Expenses. Issuance of certificates for Shares to the Warrantholder
upon the exercise of this Warrant shall be made without charge to the
Warrantholder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company.

      

      
        


      

      
        8.            
Transfer/Assignment.

      

      
         

      

      
        (A)           Subject
to compliance with clause (B) of this Section 8. this Warrant and all rights
hereunder are transferable, in whole or in part, upon the books of the Company
by the registered holder hereof in person or by duly authorized attorney, and a
new warrant shall be made and delivered by the Company, of the same tenor and
date as this Warrant but registered in the name of one or more transferees, upon
surrender of this Warrant, duly endorsed, to the office or agency of the Company
described in Section 3. All expenses (other than stock transfer taxes) and other
charges payable in connection with the preparation. execution and delivery of
the new warrants pursuant to this Section 8 shall be paid by the
Company.

      

      
        


      

      
        (B)           The
transfer of the Warrant and the Shares issued upon exercise of the Warrant are
subject to the restrictions set forth in Section 4.4 of the Purchase Agreement.
If and for so long as required by the Purchase Agreement, this Warrant shall
contain the legends as set forth in Sections 4.2(a) and 4.2(b) of the Purchase
Agreement.

      

      
         

      

      
        9.           
 Exchange and Registry of Warrant. This Warrant is exchangeable, upon
the surrender hereof by the Warrantholder to the Company, for a new warrant or
warrants of like tenor and representing the right to purchase the same aggregate
number of Shares. The Company shall maintain a registry showing the name and
address of the Warrantholder as the registered holder of this Warrant. This
Warrant may be surrendered for exchange or exercise in accordance with its
terms, at the office of the Company, and the Company shall be entitled to rely
in all respects, prior to written notice to the contrary, upon such
registry.

      

      
        


      

      
        10.           Loss.
Theft, Destruction or Mutilation of
Warrant. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and in the case of any such loss, theft or destruction, upon receipt of
a bond. indemnity or security reasonably satisfactory to the Company, or, in the
case of any such mutilation, upon surrender and cancellation of this Warrant,
the Company shall make and deliver, in lieu of such lost, stolen, destroyed or
mutilated Warrant, a new Warrant of like tenor and representing the right to
purchase the same aggregate number of Shares as provided for in such lost,
stolen, destroyed or mutilated Warrant.

      

      
        

          
            
               


            

            
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        11.          
Saturdays. Sundays,
Holidays, etc. If the last or appointed day for the taking of any action
or the expiration of any right required or granted herein shall not be a
business day, then such action may be taken or such right may be exercised on
the next succeeding day that is a business day.

      

      
        


      

      
        12.         
 Rule 144
Information. The Company covenants that it will use its reasonable best
efforts to timely file all reports and other documents required to be filed by
it under the Securities Act and the Exchange Act and the rules and regulations
promulgated by the SEC thereunder (or, if the Company is not required to file
such reports, it will, upon the request of any Warrantholder. make publicly
available such information as necessary to permit sales pursuant to Rule 144
under the Securities Act), and it will use reasonable best efforts to take such
further action as any Warrantholder may reasonably request, in each case to the
extent required from time to time to enable such holder to, if permitted by the
terms of this Warrant and the Purchase Agreement, sell this Warrant without
registration under the Securities Act within the limitation of the exemptions
provided by (A) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or (B) any successor rule or regulation hereafter adopted by
the SEC. Upon the written request of any Warrantholder, the Company will deliver
to such Warrantholder a written statement that it has complied with such
requirements.

      

      
        


      

      
        13.          
Adjustments and Other
Rights. The Exercise Price and the number of Shares issuable upon
exercise of this Warrant shall be subject to adjustment from time to time as
follows; provided, that
if more than one subsection of this Section 13 is applicable to a single event,
the subsection shall be applied that produces the largest adjustment and no
single event shall cause an adjustment under more than one subsection of this
Section 13 so as to result in duplication:

      

      
        


      

      
        (A)        
 Stock Splits. Subdivisions. Reclassifications or Combinations. If the Company
shall (i) declare and pay a dividend or make a distribution on its Common Stock
in shares of Common Stock, (ii) subdivide or reclassify the outstanding shares
of Common Stock into a greater number of shares, or (iii) combine or reclassify
the outstanding shares of Common Stock into a smaller number of shares, the
number of Shares issuable upon exercise of this Warrant at the time of the
record date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted
so that the Warrantholder after such date shall be entitled to purchase the
number of shares of Common Stock which such holder would have owned or been
entitled to receive in respect of the shares of Common Stock subject to this
Warrant after such date had this Warrant been exercised immediately prior to
such date. In such event, the Exercise Price in effect at the time of the record
date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be adjusted to the number
obtained by dividing (x) the product of (1) the number of Shares issuable upon
the exercise of this Warrant before such adjustment and (2) the Exercise Price
in effect immediately prior to the record or effective date, as the case may be,
for the dividend, distribution, subdivision, combination or reclassification
giving rise to this adjustment by (y) the new number of Shares issuable upon
exercise of the Warrant determined pursuant to the immediately preceding
sentence.

      

      
        

          
            
               


            

            
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        (B)          
Certain
Issuances of Common Shares or Convertible
Securities. Until the earlier of (i) the date on which the
Original Warrantholder no longer holds this Warrant or any portion thereof and
(ii) the third anniversary of the Issue Date, if the Company shall issue shares
of Common Stock (or rights or warrants or other securities exercisable or
convertible into or exchangeable (collectively, a ''conversion") for shares of
Common Stock) (collectively, ''convertible securities")
(other than in Permitted Transactions (as defined below) or a transaction
to which subsection (A) of this Section 13 is applicable) without consideration
or at a consideration per share (or having a conversion price per share) that is
less than 90% of the Market Price on the last trading day preceding the date of
the agreement on pricing such shares (or such convertible securities) then, in
such event:

      

      
        


      

      
        (i)         
the number of Shares issuable upon the exercise of this Warrant immediately
prior to the date of the agreement on pricing of such shares (or of such
convertible securities) (the "Initial Number") shall be
increased to the number obtained by multiplying the Initial Number by a fraction
(A) the numerator of which shall be the sum of (x) the number of shares of
Common Stock of the Company outstanding on such date and (y) the number of
additional shares of Common Stock issued (or into which convertible securities
may be exercised or convert) and (B) the denominator of which shall be the sum
of (I) the number of shares of Common Stock outstanding on such date and (II)
the number of shares of Common Stock which the aggregate consideration
receivable by the Company for the total number of shares of Common Stock so
issued (or into which convertible securities may be exercised or convert) would
purchase at the Market Price on the last trading day preceding the date of the
agreement on pricing such shares (or such convertible securities);
and

      

      
        


      

      
        (ii)       
 the Exercise Price payable upon exercise of the Warrant shall be adjusted
by multiplying such Exercise Price in effect immediately prior to the date of
the agreement on pricing of such shares {or of such convertible securities) by a
fraction, the numerator of which shall be the number of shares of Common Stock
issuable upon exercise of this Warrant prior to such date and the denominator of
which shall be the number of shares of Common Stock issuable upon exercise of
this Warrant immediately after the adjustment described in clause (i)
above.

      

      
        


      

      
        For
purposes of the foregoing, the aggregate consideration receivable by the Company
in connection with the issuance of such shares of Common Stock or convertible
securities shall be deemed to be equal to the sum of the net offering price
(including the Fair Market Value of any non-cash consideration and after
deduction of any related expenses payable to third parties) of all such
securities plus the minimum aggregate amount, if any, payable upon exercise or
conversion of any such convertible securities into shares of Common Stock; and
"Permitted Transactions "
shall mean issuances (i) as consideration for or to fund the acquisition
of businesses and/or related assets, (ii) in connection with employee benefit
plans and compensation related arrangements in the ordinary course and
consistent with past practice approved by the Board of Directors, (in) in
connection with a public or broadly marketed offering and sale of Common Stock
or convertible securities for cash conducted by the Company or its affiliates
pursuant to registration under the Securities Act or Rule 144A thereunder on a
basis consistent with capital raising transactions by comparable financial
institutions and (iv) in connection with the exercise of preemptive rights on
terms existing as of the Issue Date. Any adjustment made pursuant to this
Section 13(B) shall become effective immediately upon the date of such
issuance.

      

      
        

          
            
               


            

            
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        (C)          
Other
Distributions. In case the Company shall fix a record date for the making
o a distribution to all holders of shares of its Common Stock of securities,
evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary
Cash Dividends, dividends of its Common Stock and other dividends or
distributions referred to in Section 13(A)), in each such case, the Exercise
Price in effect prior to such record date shall be reduced immediately
thereafter to the price determined by multiplying the Exercise Price in effect
immediately prior to the reduction by the quotient of (x) the Market Price of
the Common Stock on the last trading day preceding the first date on which the
Common Stock trades regular way on the principal national securities exchange on
which the Common Stock is listed or admitted to trading without the right to
receive such distribution, minus the amount of cash and/or the Fair Market Value
of the securities, evidences of indebtedness, assets, rights or warrants to be
so distributed in respect of one share of Common Stock (such amount and/or Fair
Market Value, the "Per Share
Fair Market Value") divided by (y) such Market Price on such date
specified in clause (x); such adjustment shall be made successively whenever
such a record date is fixed. In such event, the number of Shares issuable upon
the exercise of this Warrant shall be increased to the number obtained by
dividing (x) the product of (1) the number of Shares issuable upon the exercise
of this Warrant before such adjustment, and (2) the Exercise Price in effect
immediately prior to the distribution giving rise to this adjustment by (y) the
new Exercise Price determined in accordance with the immediately preceding
sentence. In the case of adjustment for a cash dividend that is, or is
coincident with, a regular quarterly cash dividend, the Per Share Fair Market
Value would be reduced by the per share amount of the portion of the cash
dividend that would constitute an Ordinary Cash Dividend. In the event that such
distribution is not so made, the Exercise Price and the number of Shares
issuable upon exercise of this Warrant then in effect shall be readjusted,
effective as of the date when the Board of Directors determines not to
distribute such shares, evidences of indebtedness, assets, rights, cash or
warrants, as the case may be, to the Exercise Price that would then be in effect
and the number of Shares that would then be issuable upon exercise of this
Warrant if such record date had not been fixed.

      

      
        


      

      
        (D)        
 Certain Repurchases of Common Stock. In case the
Company effects a Pro Rata Repurchase of Common Stock, then the Exercise Price
shall be reduced to the price determined by multiplying the Exercise Price in
effect immediately prior to the Effective Date of such Pro Rata Repurchase by a
fraction of which the numerator shall be (i) the product of (x) the number of
shares of Common Stock outstanding immediately before such Pro Rata Repurchase
and (y) the Market Price of a share of Common Stock on the trading day
immediately preceding the first public announcement by the Company or any of its
Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the
aggregate purchase price of the Pro Rata Repurchase, and of which the
denominator shall be the product of (i) the number of shares of Common Stock
outstanding immediately prior to such Pro Rata Repurchase minus the number of
shares of Common Stock so repurchased and (ii) the Market Price per share of
Common Stock on the trading day immediately preceding the first public
announcement by the Company or any of its Affiliates of the intent to effect
such Pro Rata Repurchase. In such event, the number of shares of Common Stock
issuable upon the exercise of this Warrant shall be increased to the number
obtained by dividing (x) the product of (1) the number of Shares issuable upon
the exercise of this Warrant before such adjustment, and (2) the Exercise Price
in effect immediately prior to the Pro Rata Repurchase giving rise to this
adjustment by (y) the new Exercise Price determined in accordance with the
immediately preceding sentence. For the avoidance of doubt, no increase to the
Exercise Price or decrease in the number of Shares issuable upon exercise of
this Warrant shall be made pursuant to this Section 13(D).

      

      
        

          
            
               


            

            
              -10-

              
                

              

            

            
               


            

          

        

         

      

      
        (E)          
Business
Combinations. In case of any Business Combination or reclassification of
Common Stock (other than a reclassification of Common Stock referred to in
Section 13(A)). the Warrant holder's right lo receive Shares upon exercise of
this Warrant shall be converted into the right to exercise this Warrant to
acquire the number of shares of stock or other securities or property (including
cash) which the Common Stock issuable (at the time of such Business Combination
or reclassification) upon exercise of this Warrant immediately prior to such
Business Combination or reclassification would have been entitled to receive
upon consummation of such Business Combination or reclassification; and in any
such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the Warrantholder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to the
Warrantholder's right to exercise this Warrant in exchange for any shares of
stock or other securities or property pursuant to this paragraph. In determining
the kind and amount of stock, securities or the property receivable upon
exercise of this Warrant following the consummation of such Business
Combination, if the holders of Common Stock have the right to elect the kind or
amount of consideration receivable upon consummation of such Business
Combination, then the consideration that the Warrantholder shall be entitled to
receive upon exercise shall be deemed to be the types and amounts of
consideration received by the majority of all holders of the shares of common
stock that affirmatively make an election (or of all such holders if none make
an election).

      

      
        


      

      
        (F)           Rounding of Calculations;
Minimum Adjustments. All calculations under this Section 13 shall be made
to the nearest one-tenth (1/10th) of a cent or to the nearest one-hundredth
(1/100th) of a share, as the case may be. Any provision of this Section 13 to
the contrary notwithstanding, no adjustment in the Exercise Price or the number
of Shares into which this Warrant is exercisable shall be made if the amount of
such adjustment would be Jess than-$0.01 or one-tenth (1 /10th) of a share of
Common Stock, but any such amount shall be carried forward and an adjustment
with respect thereto shall be made at the time of and together with any
subsequent adjustment which, together with such amount and any other amount or
amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common
Stock, or more.

      

      
        


      

      
        (G)           Timing of Issuance of
Additional Common Stock Upon Certain Adjustments. In any case in which
the provisions of this Section 13 shall require that an adjustment shall become
effective immediately after a record date for an event, the Company may defer
until the occurrence of such event (i) issuing to the Warrantholder of this
Warrant exercised after such record date and before the occurrence of such event
the additional shares of Common Stock issuable upon such exercise by reason of
the adjustment required by such event over and above the shares of Common Stock
issuable upon such exercise before giving effect to such adjustment and (ii)
paying to such Warrantholder any amount of cash in lieu of a fractional share of
Common Stock; provided,
however, that the Company upon request shall deliver to such
Warrantholder a due bill or other appropriate instrument evidencing such
Warrantholder's right to receive such additional shares, and such cash, upon the
occurrence of the event requiring such adjustment.

      

      
        


      

      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      


      
        (H)          
Completion of
Qualified Equity Offering. In the event the Company (or any successor by
Business Combination) completes one or more Qualified Equity Offerings on or
prior to December 31, 2009 that result in the Company (or any such successor)
receiving aggregate gross proceeds of not less than 100% of the aggregate
liquidation preference of the Preferred Shares (and any preferred stock issued
by any such successor to the Original Warrantholder under the CPP), the number
of shares of Common Stock underlying the portion of this Warrant then held by
the Original Warrantholder shall be thereafter reduced by a number of shares of
Common Stock equal to the product of (i) 0.5 and (ii) the number of shares
underlying the Warrant on the Issue Date (adjusted to take into account all
other theretofore made adjustments pursuant to this Section
13).

      

      
        


      

      
        (I)           
Other Events.
For so long as the Original Warrantholder holds this Warrant or any portion
thereof, if any event occurs as to which the provisions of this Section 13 are
not strictly applicable or, if strictly applicable, would not, in the good faith
judgment of the Board of Directors of the Company, fairly and adequately protect
the purchase rights of the Warrants in accordance with the essential intent and
principles of such provisions, then the Board of Directors shall make such
adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good
faith opinion of the Board of Directors, to protect such purchase rights as
aforesaid. The Exercise Price or the number of Shares into which this Warrant is
exercisable shall not be adjusted in the event of a change in the par value of
the Common Stock or a change in the jurisdiction of incorporation of the
Company.

      

      
        


      

      
        (J)             Statement Regarding
Adjustments. Whenever the Exercise Price or the number of Shares into
which this Warrant is exercisable shall be adjusted as provided in Section 13,
the Company shall forthwith file at the principal office of the Company a
statement showing in reasonable detail the facts requiring such adjustment and
the Exercise Price that shall be in effect and the number of Shares into which
this Warrant shall be exercisable after such adjustment, and the Company shall
also cause a copy of such statement to be sent by mail, first class postage
prepaid, to each Warrantholder at the address appearing in the Company's
records.

      

      
        


      

      
        (K)          
Notice of Adjustment
Event. In the event that the Company shall propose to take any action of
the type described in this Section 13 (but only if the action of the type
described in this Section 13 would result in an adjustment in the Exercise Price
or the number of Shares into which this Warrant is exercisable or a change in
the type of securities or property to be delivered upon exercise of this
Warrant), the Company shall give notice to the Warrantholder. in the manner set
forth in Section 13(J), which notice shall specify the record date, if any. with
respect to any such action and the approximate date on which such action is to
take place. Such notice shall also set forth the facts with respect thereto as
shall be reasonably necessary to indicate the effect on the Exercise Price and
the number, kind or class of shares or other securities or property which shall
be deliverable upon exercise of this Warrant. In the case of any action which
would require the fixing of a record date, such notice shall be given at least
10 days prior to the date so fixed, and in case of all other action, such notice
shall be given at least 15 days prior to the taking of such proposed action.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of any such action.

      

      
        

          
            
               


            

            
              -12-

              
                

              

            

            
               


            

          

        

      

      
        


      

      
        (L)          
Proceedings Prior to
Any Action Requiring Adjustment. As a condition precedent to the taking
of any action which would require an adjustment pursuant to this Section 13, the
Company shall take any action which may be necessary, including obtaining
regulator)'. New York Stock Exchange, NASDAQ Stock Market or other applicable
national securities exchange or stockholder approvals or exemptions, in order
that the Company may thereafter validly and legally issue as fully paid and
nonassessable all shares of Common Stock that the Warrantholder is entitled to
receive upon exercise of this Warrant pursuant to this Section
13.

      

      
        


      

      
        (M)        
Adjustment
Rules. Any adjustments pursuant to this Section 13 shall be made
successively whenever an event referred to herein shall occur. If an adjustment
in Exercise Price made hereunder would reduce the Exercise Price to an amount
below par value of the Common Stock, then such adjustment in Exercise Price made
hereunder shall reduce the Exercise Price to the par value of the Common
Stock.

      

      
        


      

      
        14.         
 Exchange.
At any time following the date on which the shares of Common Stock of the
Company are no longer listed or admitted to trading on a national securities
exchange (other than in connection with any Business Combination), the Original
Warrantholder may cause the Company to exchange all or a portion of this Warrant
for an economic interest (to be determined by the Original Warrantholder after
consultation with the Company) of the Company classified as permanent equity
under U.S. GAAP having a value equal to the Fair Market Value of the portion of
the Warrant so exchanged. The Original Warrantholder shall calculate any Fair
Market Value required to be calculated pursuant to this Section 14, which shall
not be subject to the Appraisal Procedure.

      

      
        


      

      
        15.       
   No Impairment. The Company will not, by amendment
of its Charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Warrant and in
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Warrantholder.

      


      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      


      
        16.          
 Governing
Law. This Warrant will
be governed by and construed in accordance with the federal law of the United
States if and to the extent such law is applicable, and otherwise in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State. Each of the Company and the Warrantholder
agrees (a) to submit to the exclusive jurisdiction and venue of the United
States District Court for the District of Columbia for any civil action, suit or
proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby, and (b) that notice may be served upon the Company at the
address in Section 20 below and upon the Warrantholder at the address for the
Warrantholder set forth in the registry maintained by the Company pursuant to
Section 9 hereof. To the extent permitted by applicable law, each of the Company
and the Warrantholder hereby unconditionally waives trial by jury in any civil
legal action or proceeding relating to the Warrant or the transactions
contemplated hereby or thereby.

      

      
        


      

      
        17.         
  Binding
Effect. This Warrant shall be binding upon any successors or assigns of
the Company.

      

      
        


      

      
        18.         
  Amendments. This
Warrant may be amended and the observance of any term of this Warrant may be
waived only with the written consent of the Company and the
Warrantholder.

      

      
        


      

      
        19.         
 Prohibited Actions. The Company agrees
that it will not take any action which would entitle the Warrantholder to an
adjustment of the Exercise Price if the total number of shares of Common Stock
issuable after such action upon exercise of this Warrant, together with all
shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon the exercise of all outstanding options, warrants, conversion and
other rights, would exceed the total number of shares of Common Stock then
authorized by its Charter.

      

      
        


      

      
        20.        
  Notices. Any notice,
request, instruction or other document to be given hereunder by any party to the
other will be in writing and will be deemed to have been duly given (a) on the
date of delivery if delivered personally, or by facsimile, upon confirmation of
receipt, or (b) on the second business day following the date of dispatch if
delivered by a recognized next day courier service. All notices hereunder shall
be delivered as set forth in Item 8 of Schedule A hereto, or pursuant to such
other instructions as may be designated in writing by the party to receive such
notice.

      

      
        


      

      
        21.       
   Entire Agreement.
This Warrant, the forms attached hereto and Schedule A hereto (the terms of
which are incorporated by reference herein), and the Letter Agreement (including
ah documents incorporated therein), contain the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangements or undertakings with respect
thereto.

      

      
        


      

      
        [Remainder
of page intentionally left blank)

      


      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      


      
        [Form of
Notice of Exercise]

        Date:
_______________

      

      
        


      

      
        
          	
                  TO:

                	
                  [Company]

                


        

      

      
        


      

      
        
          	
                  RE:

                	
                  Election
      to Purchase Common Stock

                


        

      

      
        


      

      
        The
undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby agrees to subscribe for and purchase the number of shares of the Common
Stock set forth below covered by such Warrant. The undersigned, in accordance
with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price
for such shares of Common Stock in the manner set forth below. A new warrant
evidencing the remaining shares of Common Stock covered by such Warrant, but not
yet subscribed for and purchased, if any, should be issued in the name set forth
below.

      

      
        


      

      
        
          
            
              	
                      Number
      of Shares of Common Stock

                    	 
      	 
      	 
      


            

          

        

      

      
        


      

      
        Method of
Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i) of
the Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with
consent of the Company and the Warrantholder) _______________________

      

      
        


      

      
        
          
            
              	
                      Aggregate
      Exercise Price:

                    	 
      	 
      	 
      


            

          

        

      

      
        


      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      Holder:

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                      By:

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                      Name

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                      Title:

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        


      


      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      


      
        IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a
duly authorized officer,

      

      
        


      

      
        
          
            
              	
                      Dated:
      January 9, 2009

                    	
                      COMPANY:

                    
	 
      	
                      COLONY
      BANKCORP, INC

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:.

                    	
                      /s/
      Al D.
      Ross

                    
	 
      	
                      Name:

                    	
                      Al
      D. Ross

                    
	 
      	
                      Title:

                    	
                      President
      and Chief Executive Officer

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      Attest:

                    
	 
      	 
      
	 
      	
                      By

                    	
                      /s/
      Terry L.
      Hester

                    
	 
      	
                      Name:

                    	
                      Terry
      L. Hester

                    
	 
      	
                      Title:

                    	
                      Executive
      Vice President and Chief

                    
	 
      	 
      	
                      Financial
      Officer

                    


            

          

        

      

      
        


      

      
        


      

      
        [Signature
Page to Warrant]

      


      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      


      
        SCHEDULE
A

      

      
        Item
1

      

      
        Name:
Colony Bankcorp. Inc.

      

      
        Corporate
or other organizational form: Corporation

      

      
        Jurisdiction
of organization: Georgia

      

      
        


      

      
        Item
2

      

      
        Exercise
Price: $8.40

      

      
        


      

      
        Item
3

      

      
        Issue
Date: January 9, 2009

      

      
        


      

      
        Item
4

      

      
        Amount of
last dividend declared prior to the Issue Date: $0.0975 per
share

      

      
        


      

      
        Item
5

      

      
        Date of
Letter Agreement between the Company and the United States Department of the
Treasury;
January 9, 2009

      

      
        


      

      
        Item
6

      

      
        Number of
shares of Common Stock: 500,000

      

      
        


      

      
        Item
7

      

      
        
          	
                  Company's
      address:

                	
                  315
      South Grant Street

                


        

      

      
        Fitzgerald.
Georgia 31750

      

      
        Item
8

      

      
        
          	
                  Notice
      information:

                	
                  Terry
      L. Hester, Chief Financial
Officer

                


        

      

      
        P. O. Box
989

      

      
        115 South
Grant Street

      

      
        Fitzgerald.
Georgia   31750

      

      
        229-426-6002

      

      
        229-426-6039
Fax

      

      
        thester@colonybank.com

      

      
         

         

      
-17-