FIRST AMENDMENT TO COASTAL BANKING COMPANY, INC. STOCK WARRANT AGREEMENT

Exhibit 10.10

FIRST AMENDMENT TO
COASTAL BANKING COMPANY, INC.
STOCK WARRANT AGREEMENT

        THIS AMENDMENT (the " Amendment ") to that certain Stock Warrant Agreement (the " Original Warrant ") dated                        between the undersigned and Coastal Banking Company, Inc. (the " Company ") is made and entered into effective as of the    day of                        , 2005. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Original Warrant.

WITNESSETH:

        WHEREAS, the Warrant Holder and the Company previously entered into the Original Warrant;

        WHEREAS, the Warrant Holder and the Company desire to enter into this Amendment to amend the terms and conditions of the Original Warrant;

        WHEREAS, the Company has entered into that certain Agreement and Plan of Merger (the " Merger Agreement ") between the Company and First Capital Bank Holding Corporation (" First Capital ") and the parties hereto would like to amend the Original Warrant prior to the consummation of the transactions contemplated by the Merger Agreement;

        NOW, THEREFORE, for and in consideration of the mutual promises, obligations and agreements contained herein and good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Amendment, intending to be and being legally bound do hereby agree as follows:

        1.     Amendments to Original Warrant.     

•         (a)   Section 2 of the Original Warrant is deleted in its entirety and replaced with the following:

  • "If, prior to the exercise of Warrants hereunder, the Company (i) declares, makes or issues, or fixes a record date for the determination of holders of common stock entitled to receive, a dividend or other distribution payable on the Shares in shares of its capital stock, (ii) subdivides the outstanding Shares,