EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN COLONY BANKCORP, INC.Merger Agreement • October 23rd, 2001 • Colony Bankcorp Inc • State commercial banks • Georgia
EXHIBIT 10.4 FORM OF EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), is entered into as of the _____ day of ___________, 2002, by and between QUITMAN FEDERAL SAVINGS BANK, a federal savings bank (the "Bank"), and...Executive Employment Agreement • December 28th, 2001 • Colony Bankcorp Inc • State commercial banks • Georgia
EXHIBIT 4.2 RESTRICTED STOCK GRANT AGREEMENT THIS RESTRICTED STOCK GRANT AGREEMENT (this "Agreement"), dated as of January 3, 2000, is by and between COLONY BANKCORP, INC., a Georgia Corporation (the "Company"), and WALTER PATTEN ("Grantee"). WHEREAS,...Restricted Stock Grant Agreement • August 12th, 2002 • Colony Bankcorp Inc • State commercial banks
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • May 23rd, 2022 • Colony Bankcorp Inc • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 20, 2022, and is made by and among Colony Bankcorp, Inc., a Georgia corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
LEASELease Agreement • September 14th, 2007 • Colony Bankcorp Inc • State commercial banks
This lease, dated as of September 10, 2007, (“Lease”) is by and between S&A Realty, Inc., a Massachusetts corporation (“Landlord”) and S&A Purchasing Corp., a New York corporation (“Tenant”).
3,346,509 Shares Colony Bankcorp, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2022 • Colony Bankcorp Inc • State commercial banks • New York
Colony Bankcorp, Inc., a Georgia corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) an aggregate of 3,346,509 shares (the “Firm Shares”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”). The Company also granted to the Underwriters an option to purchase up to an additional 501,976 shares of Common Stock (the “Option Shares”), which represents 15% of the Firm Shares. The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.” Hovde Group, LLC (“Hovde”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2024 • Colony Bankcorp Inc • State commercial banks • Georgia
† This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 24th day of January, 2024 (the “Effective Date”), is by and between Colony Bank (“Employer”), a Georgia Bank and wholly owned subsidiary of Colony Bankcorp, Inc. (the “Holding Company”) and Derek Shelnutt (“Employee”), a resident of the State of Georgia (collectively, the “Parties”).
RETENTION AGREEMENTRetention Agreement • January 17th, 2019 • Colony Bankcorp Inc • State commercial banks • Georgia
This retention Agreement (this “Agreement”) is made and entered into this 15th day of January, 2019 by and between Colony Bank, a Georgia bank (the “Bank”) and Kimberly C. Dockery (“Employee”), to be effective as of January 15th, 2019.
EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2024 • Colony Bankcorp Inc • State commercial banks • Georgia
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 30th day of July, 2024 (the “Effective Date”), is by and between Colony Bankcorp, Inc. (the "Holding Company"), Colony Bank, a Georgia Bank and wholly-owned subsidiary of the Holding Company (the "Bank" and, together with the Holding Company, the "Employer"), and T. Heath Fountain ("Executive"), a resident of the State of Georgia (collectively, the "Parties").
ContractCredit and Security Agreement • September 14th, 2007 • Colony Bankcorp Inc • State commercial banks • New York
SECOND AMENDMENT, dated as of September 10, 2007 (“Amendment”), to and under CREDIT AND SECURITY AGREEMENT, dated as of July 28, 2004 (as amended from time to time, the “Credit Agreement”), by and among AMERICAN/UNIVERSAL SUPPLY, INC., a New York corporation (“American”), THE RAL SUPPLY GROUP, INC., a New York corporation (“RAL”), UNIVERSAL SUPPLY GROUP, INC., a New York corporation (“Universal”; American, RAL and Universal are each individually referred to as a “Borrower” and are collectively referred to as the “Borrowers”), S&A PURCHASING CORP., a New York corporation, to be renamed S&A Supply, Inc. immediately following the consummation of the transactions contemplated by the Purchase Agreement (as defined below) (“S&A”; each Borrower and S&A are individually referred to as a “Loan Party” and are collectively referred to as the “Loan Parties”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division, as successor to Wells Fargo B
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2007 • Colony Bankcorp Inc • State commercial banks
AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Adam Mead, residing at 31 Lynnann Drive, Lee, Mass. 01238 (the "Employee").
Asset Purchase AgreementAsset Purchase Agreement • September 14th, 2007 • Colony Bankcorp Inc • State commercial banks • Massachusetts
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of September, 2007, by and among S&A Purchasing Corp., a New York corporation (the “Buyer”), S&A Supply, Inc., a Massachusetts corporation (the “Company”), S&A Realty, Inc., a Massachusetts corporation (“Realty”), S&A Management, Inc., a Massachusetts corporation (“Management,” and together with Realty and the Company, the “Sellers,” and each individually sometimes referred to herein as a “Seller”), Nancy A. Mead (“Nancy”), Nancy A Mead and Thomas H. Mead, Trustees of The Discretionary Trust (“Trustees”), under The Rodney P. Mead Revocable Trust (the “Trust”), dated January 12,1999, Sarah Mead (“Sarah”), Brian Mead (“Brian”) and Adam Mead (“Adam”). Nancy, the Trustees, Sarah, Brian and Adam are the sole shareholders of each of the Sellers and are collectively referred to herein as the “Shareholders.” Nancy and the Trustees are sometimes referred to herein as the “Majority Shareholders” and Sarah
CONSULTING AGREEMENTConsulting Agreement • September 14th, 2007 • Colony Bankcorp Inc • State commercial banks
AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Nancy Mead, residing at 90 State Road, Great Barrington, Massachusetts 01230 (the "Consultant").
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2007 • Colony Bankcorp Inc • State commercial banks
AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Brian Mead, residing at 8 Hillside Avenue, Great Barrington, 01230 (the "Employee").
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2019 • Colony Bankcorp Inc • State commercial banks • Georgia
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 24th day of June, 2019 (the “Effective Date”), is by and between Colony Bank (the “Employer”), a Georgia Bank and wholly-owned subsidiary of Colony Bankcorp, Inc. (the “Holding Company”) and Tracie Youngblood (“Executive”), a resident of the State of Georgia (collectively, the “Parties”).
JAMES ● BATES ● BRANNAN ● GROOVER LLP WILLARD D. THOMPSON EMAIL: wthompson@jamesbatesllp.com DIRECT LINE: 478-749-9903Agreement and Plan of Merger • February 11th, 2019 • Colony Bankcorp Inc • State commercial banks
You have requested our opinion regarding certain U.S. federal income tax consequences of the merger contemplated by the Agreement and Plan of Merger, dated as of December 17, 2018 (the “Agreement”) between Colony Bankcorp, Inc., a Georgia corporation (“CBAN”), and LBC Bancshares, Inc., a Georgia corporation (“LBC”), pursuant to which, at the Effective Time, LBC will merge with and into CBAN, with CBAN as the surviving corporation (the “Merger”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
AGREEMENT AND PLAN OF MERGER by and between COLONY BANKCORP, INC. and SOUTHCREST FINANCIAL GROUP, INC. Dated as of April 22, 2021Merger Agreement • April 22nd, 2021 • Colony Bankcorp Inc • State commercial banks • Georgia
This Agreement and Plan of Merger (this “Agreement”) is dated as of April 22, 2021, by and between Colony Bankcorp, Inc., a Georgia corporation (“CBAN”), and SouthCrest Financial Group, Inc., a Georgia corporation (“SCSG” and, together with CBAN, the “Parties” and each a “Party”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • January 26th, 2023 • Colony Bankcorp Inc • State commercial banks
† This Separation and Release Agreement (this “Agreement”) is entered into by and between DAVID ANDREW BORRMANN (“Employee”) and COLONY BANK, a Georgia state bank (the “Bank”).
COLONY BANKCORP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 23rd, 2018 • Colony Bankcorp Inc • State commercial banks • Georgia
SEPARATION AGREEMENTSeparation Agreement • June 6th, 2019 • Colony Bankcorp Inc • State commercial banks • Georgia
This Separation Agreement (the “Agreement”) is made and entered into by and between Lee A. Northcutt (“Executive”) and Colony Bank, a Georgia bank (the “Bank”) (each a “Party” and collectively the “Parties”). In consideration of the mutual promises below, Executive and the Bank agree that:
JOINT FILING AGREEMENTJoint Filing Agreement • February 16th, 2021 • Colony Bankcorp Inc • State commercial banks
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to Common Stock, $1.00 par value per share, of Colony Bankcorp, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
COLONY BANKCORP AND SOUTHCREST FINANCIAL GROUP TO COMBINE IN TRANSFORMATIONAL MERGER MERGER CREATES GEORGIA’S LARGEST COMMUNITY BANK AND AN ACQUIRER OF CHOICE FOR COMMUNITY BANKS IN GEORGIA AND THE SOUTHEASTMerger Agreement • April 22nd, 2021 • Colony Bankcorp Inc • State commercial banks
FITZGERALD, GA and ATLANTA, GA (April 22, 2021) – Colony Bankcorp, Inc. (Nasdaq: CBAN) ("Colony" or "the Company"), the holding company for Colony Bank, and SouthCrest Financial Group, Inc. (PK: SCSG) ("SouthCrest"), the holding company for SouthCrest Bank, N.A., today jointly announced the signing of an Agreement and Plan of Merger under which Colony has agreed to acquire 100% of the common stock of SouthCrest in a combined stock-and-cash transaction valued at approximately $84.0 million. Upon completion of the transaction, Colony is expected to have approximately $2.4 billion in assets, $1.4 billion in loans, $2.0 billion in deposits, and $165.8million in tangible common equity. The transaction is expected to be meaningfully accretive to Colony's fully diluted earnings per share in year one, excluding transaction costs.
WARRANT TRANSFER AGREEMENTWarrant Transfer Agreement • May 11th, 2018 • Colony Bankcorp Inc • State commercial banks • New York
This Warrant Transfer Agreement (this “Agreement”), dated as of May 10, 2018 (the “Effective Date”), is made by and among Colony Bankcorp, Inc., a Georgia corporation (the “Company”) and the sellers listed on Schedule I attached hereto (each a “Seller,” and collectively, the “Sellers”).
ContractTax Opinion • June 8th, 2021 • Colony Bankcorp Inc • State commercial banks
You have requested our opinion regarding certain U.S. federal income tax consequences of the merger contemplated by the Agreement and Plan of Merger, dated as of April 22, 2021, (the “Agreement”), between Colony Bankcorp, Inc., a Georgia corporation (“Colony”), and SouthCrest Financial Group, Inc., a Georgia corporation (“SCSG”), pursuant to which SCSG will merge with and into Colony, with Colony surviving (the “Merger”). We are rendering this opinion in connection with the filing of the Registration Statement on Form S-4 (as may be amended from time to time and including the joint proxy statement/prospectus therein, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
AGREEMENT AND PLAN OF MERGER by and between COLONY BANKCORP, INC. and LBC BANCSHARES, INC. Dated as of December 17, 2018Merger Agreement • December 18th, 2018 • Colony Bankcorp Inc • State commercial banks • Georgia
This Agreement and Plan of Merger (this “Agreement”) is dated as of December 17, 2018, by and between Colony Bankcorp, Inc., a Georgia corporation (“CBAN”), and LBC Bancshares, Inc., a Georgia corporation (“LBC” and, together with CBAN, the “Parties” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2012 • Colony Bankcorp Inc • State commercial banks • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”), made and entered into as of May 14, 2012, by and between EDWARD P. LOOMIS, JR., a resident of the State of Georgia (“Employee”) and COLONY BANKCORP, INC., a Georgia corporation (“Employer”).
LEASE AGREEMENT – MOBILE HOME TRACTS, LLL C/O STAFFORD PROPERTIES, INC. AND COLONY BANK WORTH LEASE FACE PAGELease Agreement • November 5th, 2004 • Colony Bankcorp Inc • State commercial banks
This is a legally binding document. Please read it thoroughly before you sign; the items contained on this FACE PAGE relate to various contents of the Lease. There are no agreements between the parties unless contained in writing in this Lease.
SEPARATION AGREEMENTSeparation Agreement • August 12th, 2022 • Colony Bankcorp Inc • State commercial banks • Georgia
THIS AGREEMENT (the “Agreement”) is entered into as of the Effective Date, as defined in Paragraph 6 hereof, by and between Colony Bank (“Bank”), a Georgia Bank and wholly-owned subsidiary of Colony Bankcorp, Inc. (the “Holding Company” and, together with the Bank, the “Company”)) and Tracie Youngblood (“Employee”). Together, the Company and Employee may be referred to hereinafter as the “Parties”.
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • May 22nd, 2006 • Colony Bankcorp Inc • State commercial banks • Georgia
THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”), dated as of , , is by and between COLONY BANKCORP, INC., a Georgia Corporation (the “Company”), and (“Grantee”).
