Form 8-K

8-K — COLONY BANKCORP INC

Accession: 0001104659-26-077342

Filed: 2026-06-24

Period: 2026-06-24

CIK: 0000711669

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618469d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2618469d1_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2618469d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2618469d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2618469d1_ex99-3.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2618469d1_8k.htm · Sequence: 1

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0000711669

2026-06-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 24, 2026

COLONY BANKCORP, INC.

(Exact name of registrant as specified in its

charter)

Georgia

(State or other jurisdiction

incorporation)

001-42397

(Commission File Number)

58-1492391

(IRS. Employer Identification

Number)

115 South Grant Street,

Fitzgerald, Georgia 31750

(Address of principal executive

offices) (Zip Code)

(229) 426-6000

(Registrant’s telephone

number, including area code)

Check the appropriate box below

if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

x Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each Class

Trading

Symbol(s)

Name

of each exchange on

which registered

Common

stock, par value $1.00 per share

CBAN

The

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section l3(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material

Definitive Agreement

Agreement and Plan of Merger

Merger. On June 24, 2026, Colony Bankcorp,

Inc., a Georgia corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

with First Reliance Bancshares, Inc., a South Carolina corporation (“FSRL”), whereby FSRL will be merged with and into the

Company (the “Merger”). Pursuant to and simultaneously with entering into the Merger Agreement, the Company’s wholly-owned

subsidiary bank, Colony Bank, and FSRL’s wholly-owned subsidiary bank, First Reliance Bank, entered into a Bank Plan of Merger and

Merger Agreement whereby First Reliance Bank will be merged with and into Colony Bank immediately following the merger of FSRL with and

into the Company (the “Bank Merger”).

The

Merger Agreement has been unanimously approved by the boards of directors of the Company and FSRL. The transaction is expected to close

during the fourth quarter of 2026, subject to customary closing conditions discussed below.

Merger Consideration. Pursuant to the Merger

Agreement, upon the consummation of the Merger, each outstanding share of FSRL common stock and FSRL preferred stock (collectively, the

“FSRL Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”)

will be converted into the right to receive, at the election of each FSRL shareholder, either (i) $19.75 in cash (the “Per Share

Cash Consideration”), or (ii) 0.94 of a share of the Company’s common stock (the “Per Share Stock Consideration”),

subject to customary proration and allocation procedures such that approximately 20% of FSRL Stock will be converted to the Per Share

Cash Consideration and the remaining 80% of FSRL Stock will be converted to the Per Share Stock Consideration.

Immediately prior to, but continent upon, the

Effective Time, each then-outstanding restricted stock unit (other than certain restricted stock units identified as “Rollover RSUs”)

that was granted under a FSRL stock plan will fully vest and be cancelled and converted into the right to receive, as elected by the holder

and subject to allocation procedures and applicable tax withholdings, either the Per Share Cash Consideration or the Per Share Stock Consideration.

Each Rollover RSU will be assumed by CBAN and converted into a restricted stock unit with respect to shares of CBAN Common Stock (a “CBAN

RSU”), with the number of CBAN RSUs determined based on the exchange ratio and subject to substantially the same terms and conditions,

including vesting conditions.

Each restricted share of FSRL Common Stock will

become fully vested and will receive, as elected by the holder and subject to allocation procedures and applicable tax withholdings, either

the Per Share Cash Consideration or the Per Share Stock Consideration.

Immediately prior to, but contingent upon, the

Effective Time, each option to purchase shares of FSRL common stock (“FSRL Option”), whether vested or unvested, will be cancelled

and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of common stock of FSRL

subject to such FSRL Option times (ii) the excess, if any, of the Per Share Cash Consideration over the exercise price per

share of common stock of FSRL under such FSRL Option, less applicable taxes required to be withheld with respect to such payment,

with no payment made with respect to any FSRL Option that has an exercise price per share equal to or greater than the Per Share Cash

Consideration.

Each outstanding share of the Company’s

common stock will remain outstanding and will be unaffected by the Merger.

Representations and Warranties. The Merger

Agreement contains usual and customary representations and warranties that the Company and FSRL made to each other as of specific dates.

The assertions embodied in those representations and warranties were made solely for purposes of the contract between the Company and

FSRL and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms.

Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from

what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between the

Company and FSRL rather than establishing matters of fact.

Covenants; No Solicitation. Each party

also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim

period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, FSRL has agreed, subject to certain

exceptions, not to (i) initiate, solicit, induce or knowingly encourage or take any action or facilitate any alternative acquisition transaction;

(ii) participate in discussions or negotiations regarding, or furnish any non-public information relating to, any alternative acquisition

transaction; or (iii) withdraw or modify, in a manner adverse to the Company, the recommendation of the FSRL board of directors that FSRL’s

shareholders approve the Merger Agreement and the Merger. In the event that FSRL receives a proposal with respect to an alternative acquisition

transaction that the FSRL board of directors determines is superior to the Merger, the Company will have an opportunity to match the terms

of such proposal, subject to certain requirements.

Conditions to Closing. Consummation of

the Merger is subject to various customary conditions, including (i) approval of the Merger Agreement and the Merger by shareholders of

FSRL and approval of the issuance of common stock of the Company by shareholders of the Company; (ii) the receipt of certain regulatory

approvals; (iii) the receipt of certain governmental approvals; (iv) no injunctions or other legal restraints preventing the consummation

of the Merger; (v) the U.S. Securities and Exchange Commission (“SEC”) having declared effective the Company’s registration

statement covering the issuance of shares of the Company’s common stock in the Merger; (vi) the receipt by each party of a tax opinion

to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986,

as amended; (vii) the Company’s receipt of a Certification of Non-USRPHC status from FSRL; , (viii) the accuracy of representations

and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Merger Agreement

(subject to customary materiality qualifiers); (ix) dissenting shares representing less than 7.5% of the outstanding shares of FSRL stock;

and (x) the absence of a material adverse effect with respect to the either the Company or FSRL.

Termination. The Merger Agreement may be

terminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party if any regulatory

approval required for consummation of the transactions contemplated by the Merger Agreement has been denied by final non-appealable action

by the relevant governmental authority or an application for such approval has been permanently withdrawn at the request of a governmental

authority, (iii) by either party if the approval of the shareholders of either party is not obtained, (iv) by either party in the event

of a material breach by the other party of any representation, warranty or covenant contained in the Merger Agreement and such breach

is not cured within thirty days, (v) by either party if the Merger is not consummated on or before March 24, 2027 subject to automatic

extension to April 23, 2027 if the only outstanding closing condition is the receipt of regulatory approvals, (vi) by the Company if FSRL’s

board of directors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect

to the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call the FSRL shareholder meeting to

vote on the Merger, (vii) by FSRL if the Company breaches its obligation to call the Company shareholder meeting to vote on the issuance

of the Company’s common stock in connection with the merger, (viii) by FSRL in order to enter into an agreement relating to a superior

proposal; (ix) by FSRL if the average of the daily closing prices for the Company’s common stock for the twenty (20) consecutive

trading days ending on the fifth trading day immediately preceding closing both (A) is less than $16.86, and (B) underperforms a specified

index of financial institution stocks during comparable periods by more than 20%; provided, however, that in the event that FSRL provides

notice of its intent to terminate the Merger Agreement as provided in this section (ix), the Company may, but is not obligated, increase

the consideration through an adjustment to the exchange ratio to an amount equal to a minimum amount necessary to avoid the satisfaction

of the conditions in (A) and (B).

Termination Fee. FSRL will pay the Company

a termination fee equal to $6,600,000 in the event (i) the Merger Agreement is terminated by the Company because FSRL’s board of

directors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect to the

Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call the FSRL shareholder meeting to vote on

the Merger, (ii) FSRL terminates the Merger Agreement in order to accept a superior proposal, or (iii) the Merger Agreement is terminated

(A) by either the Company or FSRL because the required FSRL shareholder approval is not obtained or (B) by the Company because of FSRL’s

material breach of representations, warranties or covenants, and, in each case, FSRL enters into an agreement for or completes an acquisition

transaction within 12 months of the termination of the Merger Agreement if any acquisition proposal was received after the date of the

Merger Agreement and prior to its termination.

The foregoing

summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement,

a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Merger Agreement should not be read alone,

but should instead be read in conjunction with the other information regarding the Company, its affiliates and their respective businesses,

and the information regarding the Merger Agreement, the Merger and FSRL that will be contained in, or incorporated by reference into,

the registration statement on Form S-4 of the Company that will include a joint proxy statement of FSRL and the Company and a prospectus

of the Company and that will be filed with the SEC.

Voting Agreements

In connection with entering into the Merger Agreement,

the directors and executive officers of both the Company and FSRL have entered into voting agreements (the “Voting Agreements”),

pursuant to which each such director and executive officer of FSRL and the Company agreed to vote his or her shares of FSRL Stock and

the Company common stock, as applicable, (i) in favor of approval of the Merger Agreement and the consummation of the transactions contemplated

therein, (ii) in favor of any adjournment of the applicable shareholder meeting if there are insufficient votes to approve the transaction

or, for the Company, to approve the issuance of its common stock, (iii) against any action that would materially breach the merger agreement

or delay or impede the transactions contemplated thereby, and (iv) for FSRL, against any acquisition proposal. The Voting Agreements generally

prohibit the sale or transfer of the shares held by each such director or executive officer until the earlier of (i) termination of the

Merger Agreement or (ii) receipt of the requisite approval of the shareholders. The Voting Agreements terminate upon the earlier of (i)

the consummation of the Merger, (ii) the amendment of the Merger Agreement in any manner that materially and adversely affects any rights

of the shareholder, (iii) the termination of the Merger Agreement or (iv) three years from the date of the Voting Agreements.

The foregoing summary of the Voting Agreements

is qualified in its entirety by reference to the complete text of such documents, the forms of which are included as Exhibit A and Exhibit

B, respectively, to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.

Director Non-Compete Agreements

In connection with entering into the Merger Agreement,

each of the directors of FSRL and First Reliance Bank will enter into a Non-Competition and Non-Disclosure Agreement with the Company,

which contains provisions related to the non-disclosure of confidential information and trade secrets, non-solicitation of customers with

whom such directors had material contact, non-competition within a restricted territory and non-recruitment of employees.

The foregoing summary of the Non-Competition and

Non-Disclosure Agreement is qualified in its entirety by reference to the complete text of such document, a form of which is included

as Exhibit D to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.

Item 8.01 Other Events

On June 24, 2026, the Company and FSRL issued

a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit

99.1 and incorporated by reference herein.

The Company is also providing supplemental information relating to the Merger in the investor

presentation attached hereto as Exhibit 99.2 and questions and answers for Company and FSRL team members used on June 24, 2026 as Exhibit

99.3.

Cautionary Statements Regarding Forward-Looking Information

This Current Report contains “forward-looking

statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use

words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,”

“should,” “plan,” “estimate,” “predict,” “continue” and “potential”

or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of

the Merger, the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting

from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact

on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on the Company's capital ratios. Forward-looking

statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters

addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties

that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by

such statements.

Factors that could cause or contribute to such

differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized

or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners

relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement,

(4) the risk of successful integration of FSRL’s business into the Company, (5) the failure to obtain the necessary approvals by

the shareholders of FSRL or the Company, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability

of the parties to obtain required governmental approvals of the Merger on expected terms or in a timely manner, or at all, (8) reputational

risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (9) the failure

of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that

the integration of FSRL’s operations into the operations of the Company will be materially delayed or will be more costly or difficult

than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected

factors or events, (12) the dilution caused by the Company's issuance of additional shares of its common stock in the Merger transaction,

(13) the successful integration of the recently completed acquisition of TC Bancshares, Inc., and (14) general competitive, economic,

political and market conditions.

These factors are not necessarily all of the factors

that could cause the Company’s, FSRL’s or the combined company’s actual results, performance, or achievements to differ

materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable

factors, also could harm the Company’s, FSRL’s, or the combined company’s results.

The Company and FSRL urge you to consider all

of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by the Company and /

or FSRL. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual

results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or

implied in that forward-looking statement. Any forward-looking statement made in this Current Report or made by the Company or FSRL in

any report, filing, document or information incorporated by reference in this Current Report, speaks only as of the date on which it is

made. The Company and FSRL undertake no obligation to update any such forward-looking statement, whether as a result of new information,

future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions

or bases underlying the forward-looking statement. The Company and FSRL believe that these assumptions or bases have been chosen in good

faith and that they are reasonable. However, the Company and FSRL caution you that assumptions as to future occurrences or results almost

always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can

be material. Therefore, the Company and FSRL caution you not to place undue reliance on the forward-looking statements contained in this

Current Report or incorporated by reference herein.

If the Company or FSRL update one or more forward-looking

statements, no inference should be drawn that the Company or FSRL will make additional updates with respect to those or other forward-looking

statements, unless required by law. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can

be found in the cautionary language included under the headings “Management's Discussion and Analysis of Financial Condition and

Results of Operations” and “Risk Factors” in the Company's Annual Reports on Form 10-K for the year ended December 31,

2025, and other documents subsequently filed by the Company with the SEC.

Additional Information About the Merger and Where to Find

This Current Report does not constitute an

offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be

any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. In connection with the proposed Merger, the Company will file with

the SEC a registration statement on Form S-4 that will include a joint proxy statement of FSRL and the Company and a prospectus of

the Company, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ

THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4

AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT THE COMPANY, FSRL AND THE PROPOSED MERGER. The joint proxy statement/prospectus will be sent to the shareholders

of FSRL seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of the

registration statement on Form S-4 and the related joint proxy statement/prospectus, when filed, as well as other documents filed

with the SEC by the Company through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by the Company

will also be available free of charge by directing a written request to Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald,

Georgia 31750, Attn: Derek Shelnutt and on the Company’s website, www.colony.bank, under Investor Relations. The

Company’s telephone number is (229) 426-6000.

Participants in the Transaction

The Company, FSRL and certain of their respective

directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of FSRL and the

Company in connection with the proposed transaction. Certain information regarding the interests of these participants and a description

of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding

the proposed transaction when it becomes available. Additional information about the Company and its directors and officers may be found

in the definitive proxy statement of the Company relating to its 2026 Annual Meeting of Shareholders filed with the SEC on April 16, 2026.

The definitive proxy statement can be obtained free of charge from the sources described above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number

Description

2.1

Agreement and Plan of Merger, dated June 24, 2026, by and between Colony Bankcorp, Inc. and First Reliance Bancshares, Inc.*

99.1

Joint Press Release of Colony Bankcorp, Inc. and First Reliance Bancshares, Inc., dated June 24, 2026

99.2

Investor Presentation dated June 24, 2026

99.3

A Team Member’s Guide to the Colony Bank Partnership dated June 24, 2026

104

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and

similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar

attachment to the SEC upon request.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

COLONY BANKCORP, INC.

Date: June 24, 2026

By:

/s/ T. Heath Fountain

T. Heath Fountain

Chief Executive Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2618469d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and between

COLONY BANKCORP, INC.

and

FIRST RELIANCE BANCSHARES, INC.

Dated as of June 24, 2026

TABLE OF CONTENTS

ARTICLE I

THE MERGER

Section 1.01

The Merger.

Section 1.02

Articles of Incorporation and Bylaws; Officers and Directors.

Section 1.03

Bank Merger.

Section 1.04

Effective Time; Closing.

Section 1.05

Additional Actions.

Section 1.06

Reservation of Right to Revise Structure.

Section 1.07

Effects of the Merger.

ARTICLE II

MERGER CONSIDERATION; EXCHANGE PROCEDURES

Section 2.01

Merger Consideration.

Section 2.02

Election Procedures.

Section 2.03

FSRL Stock-Based Awards.

Section 2.04

Rights as Shareholders; Stock Transfers.

Section 2.05

Fractional Shares.

Section 2.06

Plan of Reorganization.

Section 2.07

Exchange Procedures.

Section 2.08

Deposit and Delivery of Merger Consideration.

Section 2.09

Rights of Certificate Holders after the Effective Time.

Section 2.10

Anti-Dilution Provisions.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF FSRL

Section 3.01

Organization and Standing.

Section 3.02

Capital Stock.

Section 3.03

Subsidiaries.

Section 3.04

Corporate Power; Minute Books.

Section 3.05

Corporate Authority.

Section 3.06

Regulatory Approvals; No Defaults.

Section 3.07

Financial Statements; Internal Controls.

Section 3.08

Regulatory Reports.

Section 3.09

Absence of Undisclosed Liabilities.

Section 3.10

Absence of Certain Changes or Events.

Section 3.11

Legal Proceedings.

Section 3.12

Compliance with Laws.

Section 3.13

FSRL Material Contracts; Defaults.

Section 3.14

Agreements with Regulatory Agencies.

Section 3.15

Brokers; Fairness Opinion.

Section 3.16

Employee Benefit Plans.

Section 3.17

Labor Matters.

Section 3.18

Environmental Matters.

Section 3.19

Tax Matters.

Section 3.20

Investment Securities.

Section 3.21

Derivative Transactions.

Section 3.22

Regulatory Capitalization.

Section 3.23

Loans; Nonperforming and Classified Assets.

Section 3.24

Allowance for Credit Losses.

Section 3.25

Trust Business; Administration of Fiduciary Accounts.

Section 3.26

Investment Management and Related Activities.

Section 3.27

Repurchase Agreements.

Section 3.28

Deposit Insurance; FHLB.

Section 3.29

Community Reinvestment Act, Anti-money Laundering and Customer Information Security.

Section 3.30

Transactions with Affiliates.

Section 3.31

Tangible Properties and Assets.

Section 3.32

Intellectual Property.

Section 3.33

Insurance.

Section 3.34

Antitakeover Provisions.

Section 3.35

FSRL Information.

Section 3.36

Transaction Costs.

Section 3.37

Bank Holding Company.

Section 3.38

ESOP Trustees.

Section 3.39

Information Security.

Section 3.40

Questionable Payments.

Section 3.41

Mortgage Loan Matters.

Section 3.42

SBA Matters.

Section 3.43

No Other Representations or Warranties.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CBAN

Section 4.01

Organization and Standing.

Section 4.02

Capital Stock.

Section 4.03

Corporate Power.

Section 4.04

Corporate Authority.

Section 4.05

SEC Documents; Financial Statements.

Section 4.06

Regulatory Reports.

Section 4.07

Regulatory Approvals; No Defaults.

Section 4.08

CBAN Information.

Section 4.09

Absence of Certain Changes or Events.

Section 4.10

Compliance with Laws.

Section 4.11

CBAN Regulatory Matters.

Section 4.12

Brokers.

Section 4.13

Legal Proceedings.

Section 4.14

Tax Matters.

Section 4.15

Agreements with Regulatory Agencies.

Section 4.16

Regulatory Capitalization.

Section 4.17

Community Reinvestment Act, Anti-money Laundering and Customer Information Security.

Section 4.18

Loans.

Section 4.19

No Financing

Section 4.20

Benefits.

Section 4.21

No Other Representations or Warranties.

ARTICLE V

COVENANTS

Section 5.01

Covenants of FSRL.

Section 5.02

Covenants of CBAN.

Section 5.03

Commercially Reasonable Efforts.

Section 5.04

Shareholder Approvals.

Section 5.05

Registration Statement; Proxy Statement-Prospectus; NYSE Listing.

Section 5.06

Regulatory Filings; Consents.

Section 5.07

Publicity.

Section 5.08

Access; Current Information.

Section 5.09

No Solicitation by FSRL; Superior Proposals.

Section 5.10

Indemnification.

Section 5.11

Employees; Benefit Plans.

Section 5.12

Notification of Certain Changes.

Section 5.13

Transition; Informational Systems Conversion.

Section 5.14

Financial Statements.

Section 5.15

Termination and Amendment of Contracts.

Section 5.16

No Control of Other Party’s Business.

Section 5.17

Certain Litigation.

Section 5.18

Director and Officer Resignations.

Section 5.19

Non-Competition and Non-Disclosure Agreement.

Section 5.20

Claims Letters.

Section 5.21

Employment Agreements.

Section 5.22

Corporate Governance.

Section 5.23

Coordination.

Section 5.24

Transactional Expenses.

Section 5.25

Confidentiality.

Section 5.26

FINRA Compliance.

Section 5.27

Tax Matters.

Section 5.28

Stock Exchange Listing.

Section 5.29

Takeover Statutes.

Section 5.30

Dividends.

Section 5.31

Trust Preferred Securities.

iii

ARTICLE VI

CONDITIONS TO CONSUMMATION OF THE MERGER

Section 6.01

Conditions to Obligations of the Parties to Effect the Merger.

Section 6.02

Conditions to Obligations of FSRL.

Section 6.03

Conditions to Obligations of CBAN.

Section 6.04

Frustration of Closing Conditions.

ARTICLE VII

TERMINATION

Section 7.01

Termination.

Section 7.02

Termination Fee

Section 7.03

Effect of Termination.

ARTICLE VIII

DEFINITIONS

Section 8.01

Definitions.

ARTICLE IX

MISCELLANEOUS

Section 9.01

Survival.

Section 9.02

Waiver; Amendment.

Section 9.03

Governing Law; Jurisdiction; Waiver of Right to Trial by Jury.

Section 9.04

Expenses.

Section 9.05

Notices.

Section 9.06

Entire Understanding; No Third-Party Beneficiaries.

Section 9.07

Severability.

Section 9.08

Enforcement of the Agreement.

Section 9.09

Interpretation.

Section 9.10

Assignment.

Section 9.11

Confidential Supervisory Information.

Section 9.12

Counterparts.

Exhibit A – Form of FSRL Voting Agreement

Exhibit B – Form of CBAN Voting Agreement

Exhibit C – Form of Bank Plan of Merger

and Merger Agreement

Exhibit D – Form of Director Non-Competition

and Non-Disclosure Agreement

Exhibit E – Form of Claims Letter

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of

Merger (this “Agreement”) is dated as of June 24, 2026, by and between Colony Bankcorp, Inc., a Georgia corporation

(“CBAN”), and First Reliance Bancshares, Inc., a South Carolina corporation (“FSRL”

and, together with CBAN, the “Parties” and each a “Party”).

W I T N E S S E T H

WHEREAS, the boards

of directors of the Parties have unanimously determined that it is in the best interests of their respective companies and their respective

shareholders to consummate the business combination transaction provided for in this Agreement in which FSRL will, on the terms and subject

to the conditions set forth in this Agreement, merge with and into CBAN (the “Merger”), with CBAN continuing

as the surviving company in the Merger (sometimes referred to in such capacity as the “Surviving Entity”);

WHEREAS, as a material

inducement to and condition of CBAN’s willingness to enter into this Agreement, each executive officer and director of FSRL has

entered into a voting agreement (each a “FSRL Voting Agreement” and collectively, the “FSRL Voting

Agreements”), substantially in the form attached hereto as Exhibit A, dated as of the date hereof, with CBAN, pursuant

to which each such executive officer, director or shareholder has agreed, among other things, to vote all shares of FSRL Stock owned by

such executive officer, director or shareholder in favor of the approval of this Agreement and the transactions contemplated hereby, subject

to the terms of the FSRL Voting Agreements;

WHEREAS, each executive

officer and director of CBAN has entered into a voting agreement (each a “CBAN Voting Agreement” and collectively,

the “CBAN Voting Agreements”), substantially in the form attached hereto as Exhibit B, dated as of the

date hereof, with FSRL, pursuant to which each such executive officer or director has agreed, among other things, to vote all shares of

CBAN Common Stock owned by such executive officer or director in favor of the transactions contemplated hereby, subject to the terms of

the CBAN Voting Agreements;

WHEREAS, the Parties

desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions

to the Merger; and

WHEREAS, for federal

income tax purposes, it is intended that each of the Merger and the Bank Merger qualify as a “reorganization” within the meaning

of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Code”),

and this Agreement is intended to be and is adopted as a “plan of reorganization” for each of the Merger and the Bank Merger

for purposes of Sections 354 and 361 of the Code.

NOW, THEREFORE, in

consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Parties agree as follows:

Article

THE MERGER

Section 1.01   The Merger.

Subject to the terms and conditions

of this Agreement, in accordance with the Georgia Business Corporation Code (the “GBCC”), at the Effective Time,

FSRL shall merge with and into CBAN pursuant to the terms of this Agreement. CBAN shall be the Surviving Entity in the Merger and shall

continue its existence as a corporation under the laws of the State of Georgia. Upon the consummation of the Merger, the separate corporate

existence of FSRL shall cease.

Section 1.02   Articles

of Incorporation and Bylaws; Officers and Directors.

(a)       At

the Effective Time, the articles of incorporation of CBAN in effect immediately prior to the Effective Time shall be the articles of incorporation

of the Surviving Entity until thereafter amended in accordance with applicable Law. The bylaws of CBAN in effect immediately prior to

the Effective Time shall be the bylaws of the Surviving Entity until thereafter amended in accordance with applicable Law and the terms

of such bylaws.

(b)       Subject

to Section 5.22, (i) the directors and officers of CBAN in office immediately prior to the Effective Time shall serve as the directors

and officers of the Surviving Entity in accordance with the bylaws of the Surviving Entity, and (ii) the directors and officers of Colony

Bank in office immediately prior to the Effective Time shall serve as the directors and officers of the Surviving Bank from and after

the Effective Time in accordance with the bylaws of the Surviving Bank. Such directors and executive officers shall serve until their

resignation, removal or until their successors shall have been elected or appointed and shall have qualified in accordance with applicable

Law and the governing documents applicable to the Surviving Entity.

Section 1.03   Bank Merger.

Immediately following the

Effective Time, First Reliance Bank, a South Carolina state-chartered bank and a direct wholly-owned subsidiary of FSRL (“First

Reliance Bank”), shall be merged (the “Bank Merger”) with and into Colony Bank, a Georgia state-chartered

bank and a direct wholly-owned subsidiary of CBAN, in accordance with the provisions of applicable federal and state banking laws and

regulations, and Colony Bank shall be the surviving bank (the “Surviving Bank”). The Bank Merger shall have

the effects as set forth under applicable federal and state banking laws and regulations, and the board of directors of the Parties have,

on the date hereof, caused the board of directors of Colony Bank and First Reliance Bank, respectively, to approve a separate merger agreement

(the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit C, and have caused the

Bank Plan of Merger to be executed and delivered on the date of this Agreement. Each of CBAN and FSRL shall also approve the Bank Plan

of Merger in their capacities as sole shareholders of Colony Bank and First Reliance Bank, respectively. As provided in the Bank Plan

of Merger, the Bank Merger may be abandoned at the election of Colony Bank at any time, whether before or after filings are made for regulatory

approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, First Reliance Bank shall continue to operate under its

name; provided that prior to any such election, CBAN shall (a) reasonably consult with FSRL and its regulatory counsel and (b)

reasonably determine in good faith that such election will not, and would not reasonably be expected to, prevent, delay or impair either

Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Section 1.04   Effective

Time; Closing.

(a)       Subject

to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and

the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles

of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”),

that shall be filed with the Secretary of State of the State of Georgia, as provided in the GBCC and with the Secretary of State of the

State of South Carolina as provided in the SCBCA, on the Closing Date. The “Effective Time” of the Merger shall

be the later of (i) the date and time of filing of the Articles of Merger, or (ii) the date and time when the Merger becomes effective

as set forth in the Articles of Merger. Unless otherwise mutually agreed by the Parties, the Effective Time will occur on the first day

of the calendar month following the day all of the conditions to the Closing set forth in Article VI (other than conditions to

be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived in accordance with the terms

hereof.

(b)       The

closing of the transactions contemplated by this Agreement (the “Closing”)

shall take place on the same day as the Effective Time (such date, the “Closing

Date”) by electronic means or at such other place as the Parties may mutually

agree. At the Closing, there shall be delivered to CBAN and

FSRL the certificates and other documents required to be delivered under Article VI.

Section 1.05   Additional

Actions.

If, at any time after the

Effective Time, either Party shall consider or be advised that any further deeds, documents, assignments or assurances in Law or any other

acts are necessary or desirable to carry out the purposes of this Agreement (such Party, the “Requesting Party”),

the other Party and its Subsidiaries and their respective current and former officers and directors shall be deemed to have granted to

the Requesting Party and its Subsidiaries, and each or any of them, an irrevocable power of attorney to execute and deliver, in such official

corporate capacities, all such deeds, assignments or assurances in Law or any other acts as are necessary or desirable to carry out the

purposes of this Agreement, and the officers and directors of the Requesting Party and its Subsidiaries, as applicable, are authorized

in the name of the other Party and its Subsidiaries or otherwise to take any and all such action.

Section 1.06   Reservation

of Right to Revise Structure.

CBAN may at any time and without

the approval of FSRL change the method of effecting the business combination contemplated by this Agreement if and to the extent that

it reasonably deems such a change to be necessary; provided, however, that no such change shall (a) alter or change the

amount of the consideration to be issued to (i) Holders as Merger Consideration or (ii) holders of FSRL Options or FSRL RSUs as currently

contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect

the federal income tax treatment of Holders in connection with the Merger, or (d) require submission to or approval of FSRL’s shareholders

after the plan of merger set forth in this Agreement has been approved by FSRL’s shareholders. In the event that CBAN elects to

make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.

Section 1.07   Effects

of the Merger.

At and after the Effective

Time, the Merger shall have the effects set forth in the applicable provisions of the GBCC.

Article

MERGER CONSIDERATION; EXCHANGE PROCEDURES

Section 2.01   Merger

Consideration.

Subject to the provisions

of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any

shareholder of FSRL:

(a)       Each

share of CBAN Common Stock that is issued and outstanding immediately prior to the Effective

Time shall remain outstanding following the Effective Time and shall be unchanged by the

Merger.

(b)       Each

share of FSRL Stock (i) held in treasury stock or (ii) owned directly by CBAN,

FSRL, or any of their respective Subsidiaries (excluding

shares held in the ESOP, in trust accounts, managed accounts and the like for the benefit of customers or

shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective

Time shall be cancelled and retired at the Effective Time without any conversion thereof,

and no payment shall be made with respect thereto (the “FSRL Cancelled Shares”).

anything in this Agreement to the contrary, all shares of FSRL Stock that are issued and outstanding immediately prior to the Effective

Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing), who has delivered written

notice to FSRL of such shareholder’s intent to demand payment for such shares prior to the vote on the Merger, who is entitled to

demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Chapter

13 of the SCBCA, shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting

Shares”), but instead the Holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”)

shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the SCBCA (and at the Effective

Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such holder

shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the SCBCA

and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right

to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of FSRL Stock under

the applicable provisions of the SCBCA. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s

dissenter’s rights under the applicable provisions of the SCBCA, or if a court of competent jurisdiction shall determine that such

Holder is not entitled to payment, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable

for, the right to receive the Per Share Merger Consideration, without any interest thereon, in accordance with the applicable provisions

of this Agreement. FSRL shall give CBAN (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any

shares of FSRL Stock, attempted withdrawals of such notices and any other instruments served pursuant to the SCBCA and received by FSRL

relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for

fair value under the SCBCA. FSRL shall not, except with the prior written consent of CBAN (such consent not to be unreasonably withheld,

conditioned or delayed), voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of FSRL

Stock for which dissenters’ rights have been perfected shall be returned to CBAN upon demand. If the amount paid to a Dissenting

Shareholder exceeds such Dissenting Shareholder’s pro rata portion of the Merger Consideration, such excess amount shall

not reduce the Per Share Merger Consideration paid to other Holders.

(d)       Subject

to the allocation provisions of this Article II, each share of FSRL Stock (excluding Dissenting Shares and FSRL Cancelled Shares)

issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this

Article II, into and exchanged for the right to receive either:

(i)       a

cash payment, without interest, in an amount equal to $19.75 (the “Per Share Cash Consideration”); or

(ii)       0.94

(subject to adjustment as provided in Section 7.01(i)) (the “Exchange Ratio”) shares of CBAN Common Stock

(the “Per Share Stock Consideration”).

(e)       Notwithstanding

anything to the contrary and for the avoidance of doubt, the Merger shall not be consummated unless at least 50% of the Merger Consideration

shall be in the form of CBAN Common Stock.

Section 2.02   Election

Procedures.

(a)       Election.

(i)       Prior

to the Effective Time, CBAN shall appoint an Exchange Agent, which is acceptable to FSRL in its reasonable discretion, for the payment

and exchange of the Merger Consideration.

(ii)       Holders

of record of FSRL Stock may elect to receive either shares of CBAN Common Stock or cash in exchange for their shares of FSRL Stock, provided

that the aggregate number of shares of FSRL Stock to receive the Per Share Stock Consideration pursuant to this Section 2.02 shall

not exceed eighty percent (80%) of the shares of FSRL Stock outstanding immediately prior to the Effective Time (the “Stock

Conversion Maximum”); provided, however, the Stock Conversion Maximum is subject to adjustment as provided in Section

7.01(i).

(iii)       An

election form (“Election Form”), together with a Letter of Transmittal (as defined in Section 2.07),

shall be mailed no less than twenty (20) Business Days prior to the Election Deadline or on such earlier date as CBAN and FSRL shall mutually

agree (the “Mailing Date”) to each Holder of record of FSRL Stock as of five (5) Business Days prior to the

Mailing Date permitting such Holder, subject to the allocation and election procedures set forth in this Section 2.02, (1) to specify

the number of shares of FSRL Stock owned by such Holder with respect to which such Holder desires to receive the Per Share Cash Consideration

(a “Cash Election”, and such shares subject to a Cash Election, the “Cash Election Shares”),

in accordance with the provisions of Section 2.01(d)(i), (2) to specify the number of shares of FSRL Stock owned by such Holder

with respect to which such Holder desires to receive the Per Share Stock Consideration (a “Stock Election” and

such shares subject to a Stock Election, the “Stock Election Shares”), in accordance with the provisions of

Section 2.01(d)(ii), or (3) to indicate that such record Holder has no preference as to the receipt of cash or CBAN Common Stock

for such shares. Holders of record of shares of FSRL Stock who hold such shares as nominees, trustees or in other representative capacities

(a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the

shares of FSRL Stock held by each Representative for a particular beneficial owner. Any shares of FSRL Stock with respect to which the

Holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly

completed Election Form shall be deemed “Non-Election Shares.” CBAN shall make available one or more Election

Forms as may reasonably be requested in writing from time to time by all Persons who become holders (or beneficial owners) of FSRL Stock

between the record date for the initial mailing of Election Forms and the close of business on the Business Day prior to the Election

Deadline, and FSRL shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

(iv)       The

term “Election Deadline” shall mean 5:00 p.m., Eastern time, on the later of (1) the date of the FSRL Meeting

and (2) the date that CBAN and FSRL shall agree is as near as practicable to five (5) Business Days prior to the expected Closing Date.

An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by

the Election Deadline accompanied by one (1) or more Certificates (or customary affidavits and indemnification regarding the loss or destruction

of such certificates or the guaranteed delivery of such certificates) representing all the shares of FSRL Stock covered by such Election

Form; provided, however, that an Election Form submitted by a Representative who holds shares of FSRL Stock in Book-Entry Form

need not be accompanied by a Certificate representing the shares of FSRL Stock by such Election Form. Any Election Form may be revoked

or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice

of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. The Certificate or Certificates

relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange

Agent. Shares of FSRL Stock held by holders who acquired such shares subsequent to the Election Deadline will be designated Non-Election

Shares. In addition, if a Holder of FSRL Stock either (A) does not submit a properly completed Election Form in a timely fashion or (B)

revokes its Election Form prior to the Election Deadline and fails to file a new properly completed Election Form before the deadline,

such shares shall be designated Non-Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent

shall have discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial

defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive.

Neither CBAN nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

(b)       Allocation.

No later than five (5) Business Days after the Effective Time, CBAN shall cause the Exchange Agent to effect the allocation among Holders

of FSRL Stock of rights to receive the Per Share Cash Consideration and/or the Per Share Stock Consideration, which shall be effected

by the Exchange Agent as follows:

(i)       If

the aggregate number of shares of FSRL Stock with respect to which Stock Elections shall have been made (the “Stock Election

Number”) exceeds the Stock Conversion Maximum, then all Cash Election Shares and all Non-Election Shares of each Holder

thereof shall be converted into the right to receive the Per Share Cash Consideration, and the Stock Election Shares of each Holder thereof

will be converted into the right to receive (1) the Per Share Stock Consideration in respect of that number of Stock Election Shares equal

to the product obtained by multiplying (A) the number of Stock Election Shares held by such Holder by (B) the fraction, the numerator

of which is the Stock Conversion Maximum and the denominator of which is the Stock Election Number, and (2) the right to receive the Per

Share Cash Consideration in respect of the remainder of such Holder’s Stock Election Shares that were not converted into the right

to receive the Per Share Stock Consideration pursuant to clause (1) above.

(ii)       If

the Stock Election Number is less than the Stock Conversion Maximum (the amount by which the Stock Conversion Maximum exceeds the Stock

Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be

converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated

in the following manner:

(1)       If

the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into

the right to receive the Per Share Cash Consideration and the Non-Election Shares of each Holder thereof shall be converted into the right

to receive (A) the Per Share Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying

(x) the number of Non-Election Shares held by such Holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator

of which is the total number of Non-Election Shares, and (B) the right to receive the Per Share Cash Consideration in respect of the remainder

of such Holder’s Non-Election Shares that were not converted into the right to receive the Per Share Stock Consideration pursuant

to clause (A) above; and

(2)       If

the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive

the Per Share Stock Consideration and the Cash Election Shares of each Holder thereof shall be converted into the right to receive (A)

the Per Share Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the

number of Cash Election Shares held by such Holder by (y) a fraction, the numerator of which is the amount by which the Shortfall Number

exceeds the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, and (B) the

right to receive the Per Share Cash Consideration in respect of the remainder of such Holder’s Cash Election Shares that were not

converted into the right to receive the Per Share Stock Consideration pursuant to clause (A) above.

Section 2.03   FSRL Stock-Based

Awards.

(a)       Immediately

prior to, but contingent upon, the Effective Time, each then-outstanding restricted stock unit award granted under any FSRL Stock Plan

(a “FSRL RSU”), other than the FSRL RSUs set forth on FSRL Disclosure Schedule 2.03(a) (each, a “Rollover

RSU”) shall become fully vested and shall be, as of immediately prior to the Effective Time (but contingent upon the Effective

Time), cancelled and converted into the right to receive, at the at the election of the holder and subject to the allocation procedures

set forth in Section 2.02(b), the Per Share Cash Consideration or the Per Share Stock Consideration, less the amount of any required

withholding Tax, pursuant to Section 2.01(d).

(b)        Immediately

prior to the Effective Time (but contingent upon the Effective Time), each Rollover RSU shall cease to represent a right with respect

to shares of FSRL Stock and shall be assumed by CBAN and converted into a restricted stock unit (each, a “CBAN RSU”)

with respect to shares of CBAN Common Stock under CBAN’s 2020 Incentive Plan. The number of CBAN RSUs issuable with respect to each

Rollover RSU will equal the product of (i) the number of shares of FSRL Stock underlying such Rollover RSU and (ii) the Exchange

Ratio, rounded down to the nearest whole share. The CBAN RSUs issued upon conversion of the Rollover RSUs shall be subject to substantially

the same terms and conditions as the Rollover RSUs, including any vesting and acceleration of vesting provisions (the “Vesting

Conditions”); provided that CBAN may implement changes that, in the reasonable and good faith determination of CBAN, are

appropriate to conform the Rollover RSUs to the CBAN RSUs, so long as such changes do not modify the Vesting Conditions.

share of restricted FSRL Common Stock (a “FSRL RSA”) that is outstanding immediately prior to the Effective

Time shall become fully vested and nonforfeitable and shall be converted automatically into and shall thereafter represent the right to

receive, at the election of the Holder and subject to the allocation procedures set forth in Section 2.02(b), the Per Share Cash

Consideration or the Per Share Stock Consideration, less the amount of any required withholding Tax, pursuant to Section 2.01(d).

(d)       Immediately

prior to, but contingent upon, the Effective Time, each then-outstanding option to purchase FSRL Common Stock granted under any FSRL Stock

Plan (each a “FSRL Option”), whether vested or unvested, shall be cancelled and the holder thereof shall be

entitled to receive from FSRL immediately prior to the Effective Time an amount in cash, without interest, equal to the product of (i)

the total number of shares of FSRL Common Stock subject to such FSRL Option times (ii) the excess, if any, of the Per Share Cash

Consideration over the exercise price per share of FSRL Common Stock under such FSRL Option, less applicable Taxes required to

be withheld with respect to such payment. No holder of an FSRL Option that has an exercise price per share of FSRL Common Stock that is

equal to or greater than the Per Share Cash Consideration shall be entitled to any payment with respect to such cancelled FSRL Option

before, on, or after the Effective Time.

(e)       Prior

to the Effective Time, the board of directors of FSRL (or,

if appropriate, any committee thereof administering the FSRL Stock Plans) shall adopt such resolutions

or take such other actions, including obtaining any necessary

consents or amendments to the applicable award agreements and equity plans, as may be required

to effectuate the provisions of this Section 2.03. No later than thirty (30) days subsequent

to the Effective Time, CBAN shall prepare and have on file with the SEC an effective registration statement on Form S-8 under the Securities

Act with respect to the shares of CBAN Common Stock subject to the CBAN RSUs issued upon conversion of the Rollover RSUs.

Section 2.04   Rights

as Shareholders; Stock Transfers.

At the Effective Time, all

shares of FSRL Stock, when converted in accordance with Section 2.01, shall no longer be outstanding and shall automatically be

cancelled and retired and shall cease to exist, and each Certificate or Book-Entry Share previously evidencing such shares shall thereafter

represent only the right to receive for each such share of FSRL Stock, the Per Share Merger Consideration and any cash in lieu of fractional

shares of CBAN Common Stock in accordance with this Article II. At the Effective Time, holders of FSRL Stock shall cease to be,

and shall have no rights as, shareholders of FSRL, other than the right to receive the Per Share Merger Consideration and cash in lieu

of fractional shares of CBAN Common Stock as provided under this Article II. At the Effective Time, the stock transfer books of

FSRL shall be closed, and there shall be no registration of transfers on the stock transfer books of FSRL of shares of FSRL Stock.

Section 2.05   Fractional

Shares.

Notwithstanding any other

provision hereof, no fractional shares of CBAN Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof,

will be issued in the Merger. In lieu thereof, CBAN shall pay or cause to be paid to each Holder who would otherwise receive a fractional

share of CBAN Common Stock, rounded to the nearest one hundredth of a share, an amount of cash (without interest and rounded to the nearest

whole cent) determined by multiplying the fractional share interest in CBAN Common Stock to which such Holder would otherwise be entitled

by the Average Closing Price.

Section 2.06   Plan of

Reorganization.

It is intended that the Merger

and the Bank Merger shall each qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this

Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code for each of

the Merger and the Bank Merger.

Section 2.07   Exchange

Procedures.

CBAN shall cause as promptly

as practicable after the Effective Time, but in no event later than five (5) Business Days after the Closing Date, the Exchange Agent

to mail or otherwise caused to be delivered to each Holder who has not previously surrendered such Certificate or Certificates or Book-Entry

Shares, appropriate and customary transmittal materials, which shall specify that delivery shall be effected, and risk of loss and title

to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent,

as well as instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration

(including cash in lieu of fractional shares) as provided for in this Agreement (the “Letter of Transmittal”).

Section 2.08   Deposit

and Delivery of Merger Consideration.

(a)       Prior

to the Effective Time, CBAN shall (i) deposit, or

shall cause to be deposited, with the Exchange Agent stock certificates representing the

number of shares of CBAN Common Stock and cash sufficient to deliver the Merger

Consideration (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section

2.05, and if applicable, cash in an aggregate amount sufficient to make the appropriate payment to the Holders of Dissenting

Shares) (collectively, the “Exchange Fund”), and (ii) instruct

the Exchange Agent to pay such Merger Consideration and

cash in lieu of fractional shares in accordance with this Agreement as promptly as practicable

after the Effective Time and conditioned upon receipt of a properly completed Letter of Transmittal.

The Exchange Agent and CBAN, as the case may be, shall not

be obligated to deliver the Merger Consideration to a Holder to which such Holder

would otherwise be entitled as a result of the Merger until such Holder

surrenders the Certificates or Book-Entry Shares representing the shares of FSRL

Stock for exchange as provided in this Article II, or, an appropriate affidavit of

loss and indemnity agreement and/or a bond in such amount

as may be reasonably required in each case by CBAN or the Exchange

Agent.

(b)       Any

portion of the Exchange Fund that remains unclaimed by the shareholders of FSRL for one (1) year

after the Effective Time (as well as any interest or proceeds

from any investment thereof) shall be delivered by the Exchange Agent to CBAN.

Any shareholders of FSRL who have not theretofore complied with this Section 2.08 shall

thereafter look only to CBAN for the Merger Consideration, any

cash in lieu of fractional shares of FSRL Stock to be issued or paid in consideration therefor, and any dividends or distributions to

which such Holder is entitled in respect of each share of FSRL Stock such shareholder held

immediately prior to the Effective Time, as determined pursuant to this Agreement,

in each case without any interest thereon. If outstanding Certificates or Book-Entry Shares for

shares of FSRL Stock are not surrendered or the payment

for them is not claimed prior to the date on which such shares of CBAN Common Stock or cash would

otherwise escheat to or become the property of any governmental unit or

agency, the unclaimed items shall, to the extent permitted by the law of abandoned property

and any other applicable Law, become the property of CBAN (and

to the extent not in its possession shall be delivered to it), free and clear of all claims or interest

of any Person previously entitled to such property. Neither the Exchange

Agent nor either Party shall be liable to any Holder represented by any Certificate

or Book-Entry Share for any amounts delivered to a public official pursuant to applicable abandoned property, escheat or

similar Laws. CBAN and the Exchange

Agent shall be entitled to rely upon the stock transfer books of FSRL to establish the identity

of those Persons entitled to receive the Merger Consideration specified

in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute

with respect to ownership of any shares of FSRL Stock represented by any Certificate

or Book-Entry Share, CBAN and the Exchange Agent shall

be entitled to tender to the custody of any court of competent jurisdiction any Per Share Merger Consideration

represented by such Certificate or Book-Entry Share and file legal proceedings interpleading

all parties to such dispute, and will thereafter be relieved with respect to any claims thereto.

or the Exchange Agent, as applicable, shall be entitled to deduct and withhold from any

amounts otherwise payable pursuant to this Agreement to any Holder

such amounts as CBAN is required to deduct and withhold under applicable Law.

Any amounts so deducted and withheld shall be remitted to the appropriate Governmental Authority and

upon such remittance shall be treated for all purposes of this Agreement as having been paid to

the Holder in respect of which such deduction and withholding was made by CBAN

or the Exchange Agent, as applicable.

Section 2.09   Rights

of Certificate Holders after the Effective Time.

(a)       All

shares of CBAN Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if

ever a dividend or other distribution is declared by CBAN in respect of the CBAN Common Stock, the record date for which is at or after

the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CBAN Common Stock issuable

pursuant to this Agreement. No dividends or other distributions in respect of the CBAN Common Stock shall be paid to any Holder of any

unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with

this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate or Book-Entry Share, there

shall be issued and/or paid to the Holder of the certificates representing whole shares of CBAN Common Stock issued in exchange therefor,

without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time

theretofore payable with respect to such whole shares of CBAN Common Stock and not paid and (ii) at the appropriate payment date, the

dividends or other distributions payable with respect to such whole shares of CBAN Common Stock with a record date after the Effective

Time but with a payment date subsequent to surrender. For the avoidance of doubt, Holders shall not have any right to participate in any

dividends or other distributions declared by CBAN in respect of the CBAN Common Stock if the record date of such dividend or distribution

is prior to the Effective Time.

(b)       In

the event of a transfer of ownership of a Certificate representing FSRL Stock that is not registered in the stock transfer records of

FSRL, the proper amount of cash and/or shares of CBAN Common Stock shall be paid or issued in exchange therefor to a person other than

the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such FSRL Stock shall be

properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer

or other similar Taxes required by reason of the payment or issuance to a person other than the registered Holder of the Certificate or

establish to the satisfaction of CBAN that the Tax has been paid or is not applicable.

Section 2.10   Anti-Dilution

Provisions.

If the number of shares of

CBAN Common Stock or FSRL Stock issued and outstanding prior to the Effective Time shall be increased or decreased, or changed into or

exchanged for a different number of kind of shares or securities, in any such case as a result of a stock split, reverse stock split,

stock combination, stock dividend, reclassification or similar transaction, or there shall be any extraordinary dividend or distribution

with respect to such stock, and the record date therefor shall be prior to the Effective Time, an appropriate and proportionate adjustment

shall be made to the Merger Consideration to give holders of FSRL Stock the same economic effect as contemplated by this Agreement prior

to such event. For the avoidance of doubt, no adjustment shall be made with regard to CBAN Common Stock if (i) CBAN issues additional

shares of CBAN Common Stock and receives consideration for such shares (including, without limitation, upon the exercise of outstanding

stock options or other equity awards) or (ii) CBAN issues employee or director stock grants or similar equity awards pursuant to a CBAN

benefit plan.

Article

III

REPRESENTATIONS AND WARRANTIES OF FSRL

Except as set forth in the

disclosure schedule delivered by FSRL to CBAN prior to or concurrently with the execution of this Agreement with respect to each such

Section below (the “FSRL Disclosure Schedule”); provided, that (a) the mere inclusion of an item in the FSRL

Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by FSRL that such item represents

a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on FSRL

and (b) any disclosures made with respect to a section of Article III shall be deemed to qualify (i) any other section of Article

III specifically referenced or cross-referenced and (ii) other sections of Article III to the extent it is reasonably apparent

on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies

to such other sections, FSRL hereby represents and warrants to CBAN as follows:

Section 3.01   Organization

and Standing.

Each of FSRL and its Subsidiaries

is (a) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation

and (b) is duly licensed or qualified to do business and in good standing in each jurisdiction where its ownership or leasing of property

or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified has not had, and is

not reasonably likely to have, a Material Adverse Effect with respect to FSRL. A complete and accurate list of all such jurisdictions

described in (a) and (b) is set forth in FSRL Disclosure Schedule 3.01.

Section 3.02   Capital

Stock.

(a)       The

authorized capital stock of FSRL consists of 20,000,000 shares of FSRL Common Stock and 10,000,000 shares of FSRL Preferred Stock. As

of the date hereof, there are 7,896,292 shares of FSRL Common Stock issued and outstanding (including 110,329 shares of FSRL

RSAs) and 51,132 shares of FSRL Preferred Stock issued and outstanding. As of the date hereof, there are 321,465 shares of FSRL

Common Stock subject to outstanding FSRL RSUs and FSRL Options to acquire 100,000 shares of FSRL Common Stock are outstanding. There are

no shares of FSRL Stock held by any of FSRL’s Subsidiaries. There are no bonds, debentures,

notes or other indebtedness of FSRL having the right to vote on any matters on which shareholders of FSRL may vote. Except as set forth

on FSRL Disclosure Schedule 3.02(a), no trust preferred securities or subordinated debt securities of FSRL are issued or outstanding.

(b)       FSRL

Disclosure Schedule 3.02(b) sets forth, as of the date hereof, the name and address, as reflected on the books and records of FSRL,

of each Holder, and the number and type of shares of FSRL Stock held by each such Holder. The issued and outstanding shares of FSRL Stock

are duly authorized, validly issued, fully paid, non-assessable and have not been issued in violation of nor are they subject to preemptive

rights of any FSRL shareholder. All shares of FSRL’s capital stock issued and outstanding have been issued in compliance with and

not in violation of any applicable federal or state securities Laws.

Disclosure Schedule 3.02(c) sets forth, as of the date hereof, for each grant or

award of FSRL RSAs, FSRL RSUs or FSRL Options, the (i) name of the grantee, (ii) date of

the grant, (iii) vesting schedule and vesting status, (iv) number of shares of FSRL Common Stock,

or any other security of FSRL, subject to such award, (v)

for each FSRL Option, the exercise price per share underlying such FSRL Option and the expiration date, and (vi) the FSRL

Stock Plan under which such award was granted. Each FSRL Option, FSRL RSU, and FSRL RSA is and

has been at all times exempt from, or in compliance with, Section 409A of the Code and qualifies

for the tax treatment afforded thereto in FSRL’s Tax Returns. Each grant of FSRL

RSUs, FSRL RSAs or FSRL Options (A) was appropriately authorized or ratified by the board of directors of FSRL

or the compensation committee thereof as of a date no later than the date on which the grant of such FSRL

RSA, FSRL RSU or FSRL Option was by its terms to be effective by all necessary corporate action, (B) was made in accordance with

the terms of the FSRL Stock Plans and any applicable Law (including

valid exemptions from registration under applicable securities Laws) and regulatory rules or requirements;

and (C) for FSRL Options, has been granted with an exercise price equal to or greater than the fair market value (within the meaning of

Section 409A of the Code) of a share of FSRL Common Stock on the date of grant. There are no outstanding shares of capital stock of any

class, or any options, warrants or other similar rights,

convertible or exchangeable securities, “phantom stock” rights,

stock appreciation rights, stock based performance units, agreements, arrangements, commitments

or understandings to which FSRL or any of its Subsidiaries

is a party, whether or not in writing, of any character

relating to the issued or unissued capital stock or other

securities of FSRL or any of FSRL’s Subsidiaries or obligating

FSRL or any of FSRL’s Subsidiaries to issue (whether

upon conversion, exchange or otherwise) or sell any share

of capital stock of, or other equity interests in or other

securities of, FSRL or any of FSRL’s Subsidiaries other

than those listed in FSRL Disclosure Schedule 3.02(c). There are no obligations, contingent

or otherwise, of FSRL or any of FSRL’s

Subsidiaries to repurchase, redeem or otherwise acquire any shares of FSRL

Stock or capital stock of any of FSRL’s Subsidiaries or any other securities of FSRL

or any of FSRL’s Subsidiaries or to provide funds to or

make any investment (in the form of a loan, capital contribution or otherwise) in any such

Subsidiary or any other entity. Except for the FSRL Voting Agreements,

there are no agreements, arrangements or other understandings with respect to the voting of FSRL’s

capital stock and there are no agreements or arrangements under which FSRL

is obligated to register the sale of any of its securities under the Securities Act.

(d)       FSRL

Disclosure Schedule 3.02(d) sets forth a list of all repurchases by FSRL of FSRL Stock since January 1, 2023, including the date of

such repurchase, the number, class, and series of the shares repurchased, and the price at which FSRL executed such repurchase. FSRL conducted

all such repurchases were conducted in material compliance with applicable Laws. To the Knowledge of FSRL, all Affiliates of FSRL have,

since January 1, 2023, conducted purchases and sales of FSRL in material compliance with applicable Laws.

(e)       FSRL

is not a party to any agreement that provides holders of FSRL Stock with rights as holders of FSRL Stock that are in addition to those

provided by FSRL’s articles of incorporation, FSRL’s bylaws, or by applicable Law.

Section 3.03   Subsidiaries.

(a)       FSRL

Disclosure Schedule 3.03(a) sets forth a complete and accurate list of all Subsidiaries of

FSRL, including the jurisdiction of organization and all jurisdictions in which any such

entity is qualified to do business and the number of shares or other equity interests in such Subsidiary held by FSRL. Except as set forth

in FSRL Disclosure Schedule 3.03(a), (i) FSRL owns,

directly or indirectly, all of the issued and outstanding equity securities of each FSRL

Subsidiary, (ii) no equity securities of any of FSRL’s Subsidiaries are or

may become required to be issued (other than to FSRL) by reason of any contractual right

or otherwise, (iii) there are no contracts, commitments, understandings or

arrangements by which any of such Subsidiaries is or may

be bound to sell or otherwise transfer any of its equity securities (other than to FSRL

or a wholly-owned Subsidiary of FSRL), (iv) there are no contracts, commitments, understandings

or arrangements relating to FSRL’s rights to vote

or to dispose of such securities, (v) all of the equity securities of each such Subsidiary

held by FSRL, directly or indirectly, are validly

issued, fully paid, non-assessable and are not subject to preemptive or similar rights,

and (vi) all of the equity securities of each Subsidiary that is owned, directly or

indirectly, by FSRL or any Subsidiary thereof, are

free and clear of all Liens, other than restrictions on transfer under applicable securities or

banking Laws. There are no material restrictions on the ability of any Subsidiary of FSRL to pay

dividends or make distributions to FSRL, except for restrictions generally applicable to similarly regulated entities.

(b)       First

Reliance Capital Trust I is a Subsidiary of FSRL, the common securities of which are wholly owned by FSRL, formed for the purpose of issuing

“trust preferred securities.” The proceeds from the sale of the securities and the issuance of the capital securities by First

Reliance Capital Trust I were invested in Fixed/Floating Junior Subordinated Deferrable Interest Debentures issued by FSRL (the “FSRL

Junior Subordinated Debt”), which are the sole assets of such trust. FSRL has performed all the obligations required to

be performed by it and is not in default under the terms of the FSRL Junior Subordinated Debt or the trust preferred securities and agreements

related thereto. The FSRL Junior Subordinated Debt (i) is not convertible into FSRL Stock, (ii) does not carry voting rights with respect

to any FSRL Stock and (iii) does not contain dividend limitation provisions upon FSRL Stock except in the event of default or in the event

of deferral of the payments due thereon. Except as set forth in FSRL Disclosure Schedule 3.03(b), neither FSRL nor any of its Subsidiaries

has any trust preferred securities or other similar securities outstanding.

FSRL nor any of FSRL’s Subsidiaries owns any stock

or equity interest in any depository institution (as defined in 12

U.S.C. Section 1813(c)(1)) other than First Reliance Bank. Except as set forth in FSRL

Disclosure Schedule 3.03(c), neither FSRL nor any of FSRL’s

Subsidiaries beneficially owns, directly or indirectly (other than in a bona fide fiduciary

capacity or in satisfaction of a debt previously contracted), any equity securities or

similar interests of any Person, or any interest

in a partnership or joint venture of any kind.

Section 3.04   Corporate

Power; Minute Books.

(a)       FSRL

and each of its Subsidiaries has the corporate or similar

power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and FSRL

has the corporate power and authority to execute, deliver and perform its obligations under this Agreement

and to consummate the transactions contemplated hereby, subject to receipt of all necessary

approvals of Governmental Authorities, the Regulatory Approvals

and the Requisite FSRL Shareholder Approval.

(b)       FSRL

has made available to CBAN a complete and correct copy of its articles of incorporation

and bylaws or equivalent organizational documents, each as amended to date, of FSRL

and each of its Subsidiaries, the minute books of FSRL and

each of its Subsidiaries, and the stock ledgers and stock transfer books of FSRL

and each of its Subsidiaries. Neither FSRL nor any

of its Subsidiaries is in violation of any of the terms of its articles of incorporation, bylaws

or equivalent organizational documents. The minute books of FSRL

and each of its Subsidiaries contain records of all meetings held by, and all other corporate

or similar actions of, their respective shareholders and boards of directors (including

committees of their respective boards of directors) or other governing bodies, which records

are complete and accurate in all material respects. The stock ledgers and the stock transfer books

of FSRL and each of its Subsidiaries contain complete and

accurate records of the ownership of the equity securities of FSRL and each of its Subsidiaries.

Section 3.05   Corporate

Authority.

Subject only to the receipt

of the Requisite FSRL Shareholder Approval at the FSRL Meeting, this Agreement and the transactions contemplated hereby have been authorized

by all necessary corporate action of FSRL and the board of directors of FSRL on or prior to the date hereof. The board of directors of

FSRL has determined that the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of,

FSRL and its shareholders and has resolved to recommend that FSRL’s shareholders approve and adopt this Agreement and direct that

this Agreement be submitted to FSRL’s shareholders for approval at a meeting of the shareholders. Except for the receipt of the

Requisite FSRL Shareholder Approval in accordance with the SCBCA and FSRL’s articles of incorporation and bylaws, no other vote

or action of the shareholders of FSRL is required by Law, the articles of incorporation or bylaws of FSRL or otherwise to approve this

Agreement and the transactions contemplated hereby. To the Knowledge of FSRL, there is no shareholder holding 5% or more of the outstanding

shares of FSRL Common Stock who intends to vote against the approval of this Agreement. FSRL has duly executed and delivered this Agreement

and, assuming due authorization, execution and delivery by CBAN, this Agreement is a valid and legally binding obligation of FSRL, enforceable

in accordance with its terms (except to the extent that validity and enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer or similar Laws affecting the enforcement of creditors’ rights generally or by general

principles of equity or by principles of public policy (the “Enforceability Exception”)).

Section 3.06   Regulatory

Approvals; No Defaults.

(a)       No

consents or approvals of, or waivers by, or

filings or registrations with, any Governmental Authority

are required to be made or obtained by FSRL or any

of its Subsidiaries in connection with the execution, delivery or

performance by FSRL of this Agreement or to consummate

the transactions contemplated by this Agreement, except as may be required for (i)

filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or

non-objections from the SEC, NYSE, state securities

authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry

self-regulatory organizations (each, an “SRO”), (ii) filings of applications

or notices with, and consents, approvals or waivers by the

FRB, the FDIC, the Georgia Department of Banking and Finance, the South Carolina Office of the

Commissioner of Banking and other banking, regulatory, self-regulatory or enforcement authorities

or any courts, administrative agencies or commissions or

other Governmental Authorities and approval of or non-objection

to such applications, filings and notices (taken together with the items listed in clause (i),

the “Regulatory Approvals”), (iii) the filing by CBAN with the SEC

of the Proxy Statement-Prospectus and the Registration Statement

and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles

of Merger contemplated by Section 1.04(a) and the filing of documents with the Secretary of State of the State of Georgia,

the Secretary of State of the State of South Carolina or other applicable Governmental Authorities

to cause the Bank Merger to become effective and (v) such filings and approvals as are required

to be made or obtained under the securities or “Blue

Sky” laws of various states in connection with the issuance of the shares of CBAN Common Stock pursuant

to this Agreement (the “CBAN Common Stock Issuance”) and approval of

listing of such CBAN Common Stock on the NYSE. Subject to

the receipt of the approvals referred to in the preceding sentence, the Requisite FSRL Shareholder Approval

and as set forth on FSRL Disclosure Schedule 3.06(a), the execution, delivery and performance of this Agreement

and the consummation of the transactions contemplated hereby by FSRL

do not and will not (A) constitute a breach or violation of, or

a default under, the articles of incorporation, bylaws or similar governing documents of

FSRL or any of its respective Subsidiaries, (B) violate

any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or

injunction applicable to FSRL or any of its Subsidiaries,

or any of their respective properties or assets, (C) conflict

with, result in a breach or violation of any provision of, or the

loss of any benefit under, or a default (or an event which,

with or without notice or lapse of time, or

both, would constitute a default) under, result in the creation of any Lien under, result

in a right of termination or the acceleration of any right or obligation

(which, in each case, would have a material impact on FSRL or could reasonably be expected to result in a financial obligation or penalty

in excess of $50,000) under any permit, license, credit agreement, indenture, loan, note, bond,

mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement

or other instrument or obligation of FSRL or any

of its Subsidiaries or to which FSRL or any of its Subsidiaries,

or their respective properties or assets is subject or

bound, or (D) require the consent or approval of

any third party or Governmental Authority under any such Law,

rule or regulation or any judgment, decree, order, permit,

license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement,

lease, instrument, concession, contract, franchise, agreement or other instrument or

obligation that would have a material impact on FSRL or result in a material financial penalty to FSRL.

(b)       As

of the date hereof, FSRL has no Knowledge

of any reason (i) why the Regulatory Approvals referred to in Section 6.01(b) will

not be received in customary time frames from the applicable Governmental Authorities having jurisdiction

over the transactions contemplated by this Agreement or (ii) why any Burdensome

Condition would be imposed.

Section 3.07   Financial

Statements; Internal Controls.

(a)       FSRL

has previously delivered or made available to CBAN copies

of FSRL’s (i) audited consolidated financial statements (including

the related notes and schedules thereto) as of and for the years ended December 31, 2025, 2024 and 2023, accompanied by the unqualified

audit reports of Elliott Davis, LLC, independent registered accountants (collectively, the “Audited

Financial Statements”) and (ii) unaudited interim consolidated financial statements

(including any related notes and the schedules thereto) for the three (3) months ended March 31,

2026 (the “Unaudited Financial Statements” and collectively with

the Audited Financial Statements, the “Financial Statements”).

The Financial Statements (including any related

notes and schedules thereto) are accurate and complete in all material respects and fairly

present in all material respects the financial condition and the results of operations, changes

in shareholders’ equity, and cash flows of FSRL and its consolidated Subsidiaries

as of the respective dates of and for the periods referred to in such financial statements,

all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited

Financial Statements, to (A) the absence of consolidated statements of changes in stockholders’ equity, consolidated statements

of comprehensive income (loss), and consolidated statements of cash flow, (B) normal, recurring year-end adjustments (the effect of which

has not had, and would not reasonably be expected to have, individually or in the aggregate, a

Material Adverse Effect with respect to FSRL), and (C) the

absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited

Financial Statements). No financial statements of any entity or

enterprise other than FSRL’s Subsidiaries are required by GAAP

to be included in the consolidated financial statements of FSRL.

The audits of FSRL have been conducted in accordance with GAAP.

Since December 31, 2023, neither FSRL nor any of its Subsidiaries

has any liabilities or obligations of a nature that would be required by GAAP

to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities

reflected or reserved against in the Financial Statements and

current liabilities incurred in the Ordinary Course of Business since December 31, 2023. True,

correct and complete copies of the Financial Statements are set forth in FSRL

Disclosure Schedule 3.07(a). The books and records of FSRL and its Subsidiaries have been, and are being, maintained in all

material respects in accordance with GAAP and applicable Law and accurately reflect in all material respects the transactions and dispositions

of the assets of FSRL and its Subsidiaries.

(b)       The

financial statements contained in the Consolidated Reports of Condition and Income (the “Call Reports”) of First

Reliance Bank for the periods ended on or after December 31, 2023, (i) are true, accurate and complete in all material respects, (ii)

have been prepared in accordance with GAAP and regulatory accounting principles consistently applied, except as may be otherwise indicated

in the notes thereto and except for the omission of footnotes, (iii) have been filed on a timely basis, and (iv) fairly present in all

material respects the financial condition of First Reliance Bank as of the respective dates set forth therein and the results of operations

and stockholders’ equity for the respective periods set forth therein, subject to year-end adjustments, in compliance with the rules

and regulations of applicable federal banking authorities. The financial statements contained in the Call Reports of First Reliance Bank

to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects,

(B) will have been prepared in accordance with GAAP and regulatory accounting principles consistently applied, except as may be otherwise

indicated in the notes thereto and except for the omission of footnotes, and (C) will fairly present in all material respects the financial

condition of First Reliance Bank as of the respective dates set forth therein and the results of operations and stockholders’ equity

of First Reliance Bank for the respective periods set forth therein, subject to year-end adjustments, in compliance with the rules and

regulations of applicable federal banking authorities.

records, systems, controls, data and information of FSRL and its Subsidiaries are recorded, stored,

maintained and operated under means (including any electronic, mechanical or

photographic process, whether computerized or not) that are under the exclusive ownership

and direct control of FSRL or its Subsidiaries or accountants

(including all means of access thereto and therefrom). FSRL and its Subsidiaries have devised and

maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting

and the preparation of financial statements in accordance with GAAP,

and those internal accounting controls are sufficient to provide reasonable assurance that (i) transactions are recorded with its management’s

general or specific authorizations and (ii) transactions are recorded in conformity with GAAP and applicable Law. None of FSRL, its Subsidiaries

or any director, officer, employee, agent or other Person acting behalf of FSRL or any of FSRL’s Subsidiaries, has made any fraudulent

entry on the books or records of FSRL or any of FSRL’s Subsidiaries. Neither FSRL nor any of its Subsidiaries, nor any director,

senior executive officer, or auditor independent accountant of FSRL or its Subsidiaries, has received written notice or otherwise obtained

actual knowledge of any material weakness regarding the accounting or auditing practices, procedures or methods of FSRL or any of FSRL’s

Subsidiaries or their respective internal accounting controls.

(d)       FSRL

has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of

FSRL (i) all significant deficiencies and material weaknesses

in the design or operation of internal control over financial reporting which are reasonably likely

to adversely affect FSRL’s ability to record, process, summarize and report financial data

and (ii) any fraud, whether or not material, that involves

management or other employees who have a significant role in FSRL’s

internal control over financial reporting.

(e)       Except

as set forth in FSRL Disclosure Schedule 3.07(e), since December 31, 2023, (x) neither FSRL nor

any of its Subsidiaries nor, to FSRL’s Knowledge,

any director, officer, employee, auditor, accountant or representative of FSRL

or any of its Subsidiaries has received, or otherwise

had or obtained Knowledge of, any material

complaint, allegation, assertion or claim, whether written or oral, regarding the integrity

of the Financial Statements, any financial statements of any Subsidiary of FSRL, including the Call Reports, the accounting or auditing

practices, procedures, methodologies or methods of FSRL or any

of its Subsidiaries or their respective internal accounting controls, including

any material complaint, allegation, assertion or claim that

FSRL or any of its Subsidiaries has engaged in questionable

accounting or auditing practices, and (y) no attorney representing FSRL or any of its Subsidiaries, whether or not employed by FSRL or

any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties or similar violation

by FSRL or any of its officers, directors, employees, or agents to the board of directors of FSRL or any committee of the board of directors

or, to FSRL’s Knowledge, to any director or officer of FSRL. To FSRL’s Knowledge, there have been no instances of fraud by

FSRL or any of its Subsidiaries, whether or not material.

(f)       The

most recent Financial Statements as of the date hereof reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by

FSRL and its Subsidiaries for all taxable periods through the date of such Financial Statements. Since December 31, 2023, neither FSRL

nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP,

outside the Ordinary Course of Business. Except for (i) those liabilities that are fully reflected or reserved for in the Financial Statements,

(ii) liabilities or obligations incurred in the Ordinary Course of Business since December 31, 2023 in amounts consistent with past practice,

(iii) liabilities that have been discharged or paid in full before the Closing Date; or (iv) liabilities or obligations incurred directly

as a result of this Agreement, neither FSRL nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether

absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of

circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement

or that, either alone or when combined with all other liabilities of a type not described in clause (i)-(iv), has had, or would be reasonably

expected to have, a Material Adverse Effect with respect to FSRL.

(g)       The

Financial Statements to be prepared by FSRL after the date of this Agreement and prior to the Closing (i) will be true, accurate and complete

in all material respects, (ii) will be prepared from, and in accordance with, the books and records of FSRL and its Subsidiaries, (iii)

will be prepared in accordance with GAAP, consistently applied and (iv) will fairly present in all material respects the consolidated

financial condition, results of operations, changes in shareholders’ equity and cash flows of FSRL and its Subsidiaries as of the

respective dates and for the respective periods covered thereby, subject to normal year-end adjustments and the absence of footnotes in

the case of unaudited interim financial statements.

(h)       The

independent registered public accounting firm that audited the Annual Financial Statements is, and has been throughout the periods covered

by such financial statements, “independent” within the meaning of Rule 2-01 of Regulation S-X. As of the date hereof, such

accounting firm has not resigned or been dismissed as a result of or in connection with any disagreement with FSRL on any matter of accounting

principles or practices, financial statement disclosure or auditing scope or procedure.

Section 3.08   Regulatory

Reports.

Since January 1, 2023, FSRL

and its Subsidiaries have timely filed with the FRB, the FDIC, any SRO and any other applicable Governmental Authority, in correct form,

the material reports, registration statements and other documents required to be filed under applicable Laws and regulations and have

paid all fees and assessments due and payable in connection therewith, and such reports were complete and accurate and in compliance in

all material respects with the requirements of applicable Laws and regulations. Other than normal examinations conducted by a Governmental

Authority in the Ordinary Course of Business, no Governmental Authority has notified FSRL or any of its Subsidiaries that it has initiated

any proceeding or, to the Knowledge of FSRL, threatened an investigation into the business or operations of FSRL or any of its Subsidiaries

since January 1, 2023. Subject to Section 9.11, (i) there is no material and unresolved violation, criticism or exception by any

Governmental Authority with respect to any report or statement relating to any examinations or inspections of FSRL or any of its Subsidiaries,

and (ii) there have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect

to the business, operations, policies or procedures of FSRL or any of its Subsidiaries since January 1, 2023.

Section 3.09   Absence

of Undisclosed Liabilities.

Neither FSRL nor any of its

Subsidiaries has any material liability or obligation (whether absolute, accrued, contingent or otherwise), except for (a) those liabilities

that are reflected or reserved against on the Financial Statements (including any notes thereto), (b) those liabilities incurred in the

Ordinary Course of Business consistent with past practice from March 31, 2026 through the date of this Agreement, (c) those liabilities

incurred in connection with this Agreement and the transactions contemplated hereby, and (d) those liabilities and obligations, if any,

set forth on FSRL Disclosure Schedule 3.09.

Section 3.10   Absence

of Certain Changes or Events.

Except as set forth in FSRL

Disclosure Schedule 3.10, the Financial Statements or as otherwise contemplated by this Agreement, since December 31, 2025, (a) FSRL

and its Subsidiaries have carried on their respective businesses in all material respects in the Ordinary Course of Business, (b) there

have been no events, changes or circumstances which have had, or are reasonable likely to have, individually or in the aggregate, a Material

Adverse Effect with respect to FSRL, and (c) neither FSRL nor any of its Subsidiaries has taken any action or failed to take any action

prior to the date of this Agreement which action or failure, if taken after the date of this Agreement, would constitute a material breach

or violation of any of the covenants and agreements set forth in Section 5.01.

Section 3.11   Legal Proceedings.

(a)       Except

as set forth in FSRL Disclosure Schedule 3.11(a), there is no material civil, criminal, administrative or

regulatory action, suit, demand letter, demand for indemnification, claim, hearing, notice of violation, arbitration, investigation,

order to show cause, market conduct examination, notice of non-compliance or other proceeding of

any nature pending or, to the Knowledge of FSRL,

threatened against FSRL or any of its Subsidiaries or any of their

current or former directors or executive officers in their capacities as such, or to which FSRL

or any of its Subsidiaries or any of their current or former director or executive officer, in

their capacities as such, is a party, including without limitation, any such actions, suits,

demand letters, demands for indemnification, claims, hearings, notices of violation, arbitrations, investigations, orders to show cause,

market conduct examinations, notices of non-compliance or other proceedings of any nature that would challenge the validity or propriety

of the transactions contemplated by this Agreement.

(b)       There

is no material injunction, order, judgment or decree or regulatory restriction imposed upon FSRL

or any of its Subsidiaries, or the assets of FSRL

or any of its Subsidiaries (or that, upon consummation of the Merger or the Bank Merger would apply

to the Surviving Entity or any of its Subsidiaries or affiliates), and neither FSRL nor

any of its Subsidiaries has been advised of the threat of any such action, other than any such

injunction, order, judgement or decree that is generally applicable to all Persons

in businesses similar to that of FSRL or any of FSRL’s

Subsidiaries.

the Knowledge of FSRL, no event has occurred and no circumstance exists that would reasonably be expected to give rise to or serve as

a basis for the commencement of any material civil, criminal, administrative or regulatory action, suit, claim, arbitration or investigation

against FSRL or any of its Subsidiaries, including any proceeding or the type described in clauses (a) or (b) above.

Section 3.12   Compliance

with Laws.

(a)       FSRL

and each of its Subsidiaries is, and has been since January 1, 2023, in compliance in all

material respects with all applicable federal, state, local and foreign Laws,

rules, judgments, orders or decrees applicable thereto or to

the employees conducting such businesses, including, without limitation, Laws

related to data protection or privacy, the USA PATRIOT Act,

the Bank Secrecy Act, the Equal Credit Opportunity Act,

the Fair Housing Act, the Home Mortgage Disclosure Act,

the Community Reinvestment Act, the Fair Credit Reporting Act,

the Truth in Lending Act, the Dodd-Frank Act, Sections 23A and

23B of the Federal Reserve Act, the Sarbanes-Oxley Act or the

regulations implementing such statutes, all other applicable anti-money laundering Laws,

fair lending Laws and other Laws relating to discriminatory

lending, financing, leasing or business practices and all agency requirements relating to the origination,

sale and servicing of mortgage loans. Since January 1, 2023, neither FSRL

nor any of its Subsidiaries has been advised of any supervisory concerns regarding their

compliance with the Bank Secrecy Act or related state or federal

anti-money laundering laws, regulations and guidelines, including

without limitation those provisions of federal regulations requiring (i) the filing of reports,

such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records

and (iii) the exercise of due diligence in identifying customers. Neither FSRL nor any of its Subsidiaries has been advised by any Governmental

Authority of any material deficiencies or concerns in respect of its compliance with applicable Laws.

(b)       FSRL

and each of its Subsidiaries have all material permits,

licenses, authorizations, orders and approvals of, and each has made all filings, applications and registrations with, all Governmental

Authorities that are required in order to permit it to own or lease its properties and to

conduct its business as presently conducted. All such permits, licenses, certificates of authority, orders and approvals are in full force

and effect and, to FSRL’s Knowledge, no suspension or cancellation

of any of them is threatened.

FSRL nor any of its Subsidiaries has received, since January

1, 2023, written or, to FSRL’s Knowledge, oral notification

from any Governmental Authority (i) asserting that it is materially in non-compliance with any

of the Laws which such Governmental Authority enforces or

(ii) threatening to revoke any license, franchise, permit or governmental authorization

(nor, to FSRL’s Knowledge, do any grounds for any of the foregoing exist).

Section 3.13   FSRL Material

Contracts; Defaults.

(a)       Other

than the FSRL Benefit Plans, neither FSRL nor any of its

Subsidiaries is a party to, bound by or

subject to any agreement, contract, arrangement, commitment or

understanding (whether written or oral) (i) which would entitle any present or

former director, officer, employee, consultant or agent of FSRL

or any of its Subsidiaries to indemnification from FSRL

or any of its Subsidiaries; (ii) which grants any right of first refusal, right of first

offer or similar right with respect to any assets or properties

of FSRL or its respective Subsidiaries; (iii) related to

the borrowing by FSRL or any of its Subsidiaries of money

other than those entered into in the Ordinary Course of Business and any guaranty of any obligation

for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements,

letters of credit and guaranties made in the Ordinary Course of Business; (iv) which provides for

payments to be made by FSRL or any of its Subsidiaries upon

a change in control thereof; (v) relating to the lease of personal property having a value in excess of $25,000

individually or $50,000 in the aggregate; (vi) relating

to any joint venture, partnership, limited liability company agreement or other similar agreement

or arrangement; (vii) which relates to capital expenditures and involves future payments in excess of $50,000

individually or $125,000 in the aggregate; (viii)

which relates to the disposition or acquisition of assets or any

interest in any business enterprise outside the Ordinary Course of Business; (ix) which is not

terminable on sixty (60) days or less notice and involving the payment of more than $30,000

per annum; (x) which contains a non-compete or client or

customer non-solicit requirement or any other provision that restricts the conduct of any

line of business by FSRL or any of its Affiliates or upon

consummation of the Merger will restrict the ability of the Surviving

Entity or any of its Affiliates to engage in any line of business (including, for the avoidance

of doubt, any exclusivity provision granted in favor of any third party) or which grants any right

of first refusal, right of first offer or similar right or that

limits or purports to limit the ability of FSRL or any of

its Subsidiaries (or, following

consummation of the transactions contemplated hereby, CBAN or any of its Subsidiaries)

to own, operate, sell, transfer, pledge or otherwise dispose of any assets or

business; (xi) pursuant to which FSRL or any of its Subsidiaries

may become obligated to invest in or contribute capital to any entity; (xii) which provides

that the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the

transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the

transactions contemplated by this Agreement; (xiii) any debt securities or any swaps, hedging or derivatives arrangements (or the guarantee

of any of the foregoing by FSRL or any of its Subsidiaries); (xiv) any employment, severance, termination, consulting, retention or retirement

agreement; (xv) any agreement with any Affiliate, officer, director, employee, or consultant of FSRL or any of its Subsidiaries (other

than ordinary course loans or deposits); (xvi) any settlement agreement, consent agreement or similar agreement (including with any Governmental

Authority) that imposes continuing material obligations on FSRL or any of its Subsidiaries; or (xvii) any agreement that provides rights

to investors, including registration, preemptive, anti-dilution or board designation rights; (each such contract, arrangement, commitment

or understanding of the type described in this Section 3.13(a) is listed in FSRL

Disclosure Schedule 3.13(a), and is referred to herein as a “FSRL

Material Contract”). FSRL has previously made

available to CBAN true, complete and correct copies of each such FSRL

Material Contract, including any and all amendments and modifications thereto. All indebtedness

for borrowed money of FSRL or any of its Subsidiaries is prepayable without penalty or premium, except as set forth in FSRL Disclosure

Schedule 3.13(a) and FSRL Disclosure Schedule 3.03(b).

(b)       (i)

Each FSRL Material Contract is valid and binding on FSRL and

any of its Subsidiaries to the extent such Subsidiary is

a party thereto, as applicable, and is in full force and effect and enforceable in accordance with

its terms (assuming the due execution by each other party thereto, provided that FSRL hereby represents and warrants that, to its Knowledge,

each FSRL Material Contract is duly executed by all such parties), subject to the Enforceability Exception; (ii) FSRL and each of its

Subsidiaries and, to the Knowledge of FSRL, each of the other parties thereto, has in all material respects performed all obligations

required to be performed by such party to date under each FSRL Material Contract; and (iii) and neither FSRL

nor any of its Subsidiaries is in default under any FSRL

Material Contract or other “material contract” (as such term is defined in Item

601(b)(10) of Regulation S-K of the SEC), to which it is a party, and there has not occurred any

event that, with the lapse of time or the giving of notice or both,

would constitute such a material default. No power of attorney or similar authorization given directly

or indirectly by FSRL or any of its Subsidiaries

is currently outstanding. No counterparty to any FSRL Material Contract has exercised, or delivered written notice of intent to

exercise, any force majeure or similar provision to excuse or delay performance thereunder.

Disclosure Schedule 3.13(c) sets forth a true and complete list of all FSRL Material Contracts

pursuant to which consents, waivers or notices are or may

be required to be given thereunder, in each case, prior to the performance by FSRL of this Agreement

and the consummation of the Merger, the Bank Merger and

the other transactions contemplated hereby and thereby.

(d)       FSRL

Disclosure Schedule 3.13(d) contains a schedule showing the estimated, with reasonable precision, present value of the monetary amounts

payable as of the date specified in such schedule, whether individually or in the aggregate (including good faith estimates of all amounts

not subject to precise quantification as of the date of this Agreement), under any employment, change-in-control, severance, salary continuation,

deferred compensation, supplemental retirement or similar contract, plan or arrangement with or which covers any present or former employee,

director or consultant of FSRL or any of its Subsidiaries and identifying the types and estimated amounts of the in-kind benefits due

under any FSRL Benefit Plan or FSRL Material Contract for each such person, specifying the assumptions in such schedule. The failure of

FSRL to include immaterial amounts (both individually and/or in the aggregate) under this Section 3.13(d) shall not constitute

a breach hereof.

Section 3.14   Agreements

with Regulatory Agencies.

Neither FSRL nor any of its

Subsidiaries is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or

memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary

supervisory letter from, or is subject to any order or directive by, or has adopted any board resolutions at the request of any Governmental

Authority (each a “FSRL Regulatory Agreement”) that restricts, or by its terms will in the future restrict,

the conduct of FSRL’s or any of its Subsidiaries’ business or that in any manner relates to their capital adequacy, credit

or risk management policies, dividend policies, management, business or operations, nor has FSRL or any of its Subsidiaries been advised

by any Governmental Authority that it is considering issuing, initiating, ordering, requesting, recommending, or otherwise proceeding

with (or is considering the appropriateness of any of the aforementioned actions) any FSRL Regulatory Agreement. To FSRL’s Knowledge,

there are no investigations relating to any regulatory matters pending before any Governmental Authority with respect to FSRL or any of

its Subsidiaries.

Section 3.15   Brokers;

Fairness Opinion.

Neither FSRL nor any of its

officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any

broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except

that FSRL has engaged, and will pay a fee or commission to Hovde Group, LLC (“FSRL Financial Advisor”), in accordance

with the terms of a letter agreement between FSRL Financial Advisor and FSRL, a true, complete and correct copy of which has been previously

delivered by FSRL to CBAN. FSRL has received the opinion of the FSRL Financial Advisor (and, when it is delivered in writing, a copy of

such opinion will be promptly provided to CBAN) to the effect that, as of the date of this Agreement and based upon and subject to the

qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of

shares of FSRL Stock (including holders of shares of FSRL Stock through the ESOP), and, as of the date of this Agreement, such opinion

has not been withdrawn, revoked or modified.

Section 3.16   Employee

Benefit Plans.

(a)       FSRL

Disclosure Schedule 3.16(a) sets forth a true and complete list of each FSRL Benefit Plan.

For purposes of this Agreement, “FSRL Benefit Plans”

means all benefit and compensation plans, contracts, policies or arrangements (i) covering current

or former employees of FSRL or any of its Subsidiaries

(such current and former employees collectively, the “FSRL Employees”),

(ii) covering current or former directors of FSRL or any

of its Subsidiaries, or (iii) with respect to which FSRL,

any of its Subsidiaries, Controlled Group Members, or ERISA Affiliates has or

may have any liability or contingent liability including,

but not limited to, “employee benefit plans” within the meaning of Section

3(3) of ERISA, health/welfare, employment, severance, change-of-control, fringe benefit, deferred compensation, defined benefit

plan, defined contribution plan, stock option, stock purchase, stock appreciation rights, stock

based, incentive, bonus plans, retirement plans and other policies, plans or arrangements whether

or not subject to ERISA.

(b)       With

respect to each FSRL Benefit Plan, FSRL has provided or

made available to CBAN true and complete copies of such FSRL Benefit

Plan (or a written summary of such FSRL Benefit Plan where no plan document exists), any trust instruments and insurance contracts

forming a part of any FSRL Benefit Plans and all amendments thereto, the most current summary plan

descriptions and summaries of material modifications, IRS Form

5500, including applicable schedules and reports required to be filed therewith (for the three (3) most recently completed plan years),

the most recent IRS determination, opinion, or advisory letters with respect thereto, and any correspondence

from any Governmental Authority. In addition, with respect to the FSRL Benefit Plans for the three (3) most recently completed plan years,

any plan financial statements and accompanying accounting reports, service contracts, fidelity bonds and material communications (e.g.

award agreements, summary of benefits and coverage, employee and participant annual QDIA notice, safe harbor notice, or fee disclosures

notices under 29 CFR 2550.404a-5), and coverage and nondiscrimination testing data and results (e.g. under Code Sections 105(h), 125,

129, 410, 401(k), and 401(m), as applicable), have been provided or made available to CBAN.

FSRL Benefit Plans are in compliance in all material respects

in form and operation with all applicable Laws, including ERISA

and the Code. Each FSRL Benefit Plan which is intended

to be qualified under Section 401(a) of the Code (“FSRL

401(a) Plan”) has received a favorable determination letter from the IRS or is entitled

to rely on a favorable opinion or advisory letter from the IRS, and, to FSRL’s Knowledge, there

is not any circumstance that could reasonably be expected to result in revocation of any such favorable determination, opinion

or advisory letter, and nothing has occurred that would reasonably be expected to result in the

FSRL 401(a) Plan ceasing to be qualified under Section 401(a) of the Code.

All FSRL Benefit Plans have been administered in all material respects

in accordance with their terms. There is no pending or, to FSRL’s

Knowledge, threatened litigation or regulatory action relating to the FSRL

Benefit Plans. To FSRL’s Knowledge, neither FSRL nor any of its Subsidiaries

has engaged in a transaction with respect to any FSRL Benefit Plan that could reasonably

be expected to subject FSRL or any of its Subsidiaries to

a tax or penalty under Section 4975 of the Code or Section

502(i) of ERISA. No FSRL 401(a) Plan has been submitted under or been the subject of an IRS voluntary

compliance program submission that is still outstanding or that has not been fully corrected in accordance with a compliance statement

issued by the IRS with respect to any applicable failures. There are no audits, inquiries, investigations, or

proceedings pending or, to FSRL’s Knowledge, threatened

by any Governmental Authority, or participant claims (other than claims for benefits in the normal course of business), with respect to

any FSRL Benefit Plan. To FSRL’s Knowledge, neither FSRL nor any administrator or fiduciary

of any FSRL Benefit Plan (or any agent of any of the foregoing) that is an employee of FSRL has engaged in any transaction, or acted or

failed to act in any manner with respect to any FSRL Benefit Plan that could subject it to any direct or indirect material liability (by

indemnity or otherwise) for breach of any fiduciary, co-fiduciary, or other duty under ERISA. No oral or written representation or communication

with respect to any aspect of the FSRL Benefit Plans has been made to FSRL Employees that is not in conformity with the written or otherwise

preexisting terms and provisions of such plans.

(d)       Neither

FSRL nor any ERISA Affiliate has ever maintained a plan

subject to Title IV of ERISA or Section 412 of the Code.

None of FSRL or any ERISA Affiliate has contributed to (or

been obligated to contribute to) a “multiemployer plan” within the meaning of

Section 3(37) of ERISA. FSRL has not contributed to (or been obligated to contribute to) a “multiple

employer plan” within the meaning of ERISA Sections 4063 or

4064 or Code Section 413(c) at any time. Neither FSRL

nor any of its Subsidiaries or ERISA Affiliates have incurred, and to FSRL’s Knowledge there

are no circumstances under which they could reasonably be expected to incur, liability under Title IV

of ERISA. Neither FSRL nor any of its Subsidiaries has ever sponsored, maintained or participated in a multiple employer welfare

arrangement as defined in ERISA Section 3(40).

(e)       All

contributions required to be made with respect to all FSRL Benefit Plans have been timely made

or accrued on FSRL’s financial statements.

(f)       No

FSRL Benefit Plan provides life insurance, medical, surgical, hospitalization or

other employee welfare benefits to any FSRL Employee, upon or following his or her retirement

or termination of employment for any reason, except as may be required by Law.

(g)       All

FSRL Benefit Plans that are group health plans have been operated in all material

respects in compliance with the group health plan continuation requirements of Section 4980B of the Code

and all other applicable sections of ERISA and the Code,

and, to FSRL’s Knowledge, no material liabilities arising under Code Section 4980H have occurred or no such liabilities are expected

to be assessed. FSRL may amend or terminate any such FSRL Benefit Plan at any time, subject to applicable Law and the terms of the FSRL

Benefit Plan.

(h)       Except

as set forth on FSRL Disclosure Schedule 3.16(h), neither the execution of this Agreement,

shareholder approval of this Agreement or consummation of any of the transactions contemplated

by this Agreement (individually or in conjunction with any

other event) will (i) entitle any FSRL Employee to retention or other bonuses, parachute payments, non-competition payments, or any other

payment, (ii) entitle any FSRL Employee to severance pay or any increase in severance pay, (iii)

accelerate the time of payment or vesting (except as required by Law)

or trigger any payment or funding (through a grantor trust

or otherwise) of compensation or benefits under or increase

the amount payable under any of the FSRL Benefit Plans, (iv) result in any breach or

violation of, or a default under, any of the FSRL Benefit

Plans, (v) result in any payment of any amount that would, individually or in combination with any other such payment, be an excess

“parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code,

or (vi) limit or restrict the right of FSRL

or, after the consummation of the transactions contemplated hereby, CBAN

or any of its Subsidiaries, to merge, amend or terminate

any of the FSRL Benefit Plans in accordance with applicable Law.

(i)       Each

FSRL Benefit Plan that is a non-qualified deferred compensation plan or

arrangement within the meaning of Section 409A of the Code, and any underlying award, is

in compliance in all material respects with Section 409A of the Code. Neither FSRL

nor any of its Subsidiaries (i) has any obligation to reimburse or

indemnify any participant in a FSRL Benefit Plan for any of the interest or penalties specified

in Section 409A(a)(1)(B) of the Code that may be currently due or

triggered in the future, or (ii) has been required to report to any Governmental Authority any correction or

taxes due as a result of a failure to comply with Section 409A of the Code.

(j)       No

FSRL Benefit Plan provides for the gross-up or reimbursement

of any Taxes imposed by Section 4999 of the Code or otherwise,

and neither FSRL nor any of its Subsidiaries has any obligation to reimburse or indemnify any party for such Taxes.

(k)       FSRL

has made available to CBAN copies of any Code Section 280G calculations (whether or not final) with respect to any disqualified individual,

if applicable, in connection with the transactions contemplated by this Agreement.

(l)       FSRL

Disclosure Schedule 3.16(l) contains a schedule showing the monetary amounts payable or potentially payable, whether individually

or in the aggregate (including good faith estimates of all amounts not subject to precise quantification as of the date of this Agreement)

under any employment, change-in-control, severance, or similar contract, plan, or arrangement with or which covers any present or former

director, officer, employee, or consultant of FSRL or any of its Subsidiaries who may be entitled to any such amount and identifying the

types and estimated amounts of the in-kind benefits due under any FSRL Benefit Plans (other than a plan qualified under Section 401(a)

of the Code) for each such Person, specifying the assumptions in such schedule and providing estimates of other required contributions

to any trusts for any related fees or expenses.

(m)       No

FSRL Benefits Plan is subject to the Laws of any jurisdiction outside of the United States.

Section 3.17   Labor Matters.

(a)       Neither

FSRL nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, contract or other agreement or understanding

with a labor union or labor organization, nor is there any proceeding pending or, to FSRL’s Knowledge threatened, asserting that

FSRL or any of its Subsidiaries has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking

to compel FSRL or any of its Subsidiaries to bargain with any labor organization as to wages or conditions of employment, nor is there

any strike or other labor dispute against FSRL pending or, to FSRL’s Knowledge, threatened, nor to FSRL’s Knowledge is there

any activity involving FSRL Employees seeking to certify a collective bargaining unit or engaging in other organizational activity. To

FSRL’s Knowledge, FSRL and its Subsidiaries have correctly classified all individuals who directly or indirectly perform services

for FSRL or any of its Subsidiaries for purposes of federal and state unemployment compensation Laws, workers’ compensation Laws

and the rules and regulations of the U.S. Department of Labor and as employees or independent contractors under applicable Laws. To FSRL’s

Knowledge, no officer of FSRL or any of its Subsidiaries is in material violation of any employment contract, confidentiality, non-competition

agreement or any other restrictive covenant, and neither FSRL nor any of its Subsidiaries has received any written notice from any Governmental

Authority responsible for the enforcement of labor or employment Laws of an intent to conduct, nor to FSRL’s Knowledge is there

pending or threatened, any investigation relating to the labor or employment practices of FSRL or any of its Subsidiaries.

(b)       FSRL

and its Subsidiaries are in compliance in all material respects with, and since December 31, 2023, have complied in all material respects

with, all Laws regarding employment and employment practices, terms and conditions of employment, wages and hours, plant closing notification,

classification of employees and independent contractors, equitable pay practices, privacy rights, labor disputes, employment discrimination,

sexual harassment or discrimination, workers’ compensation or long-term disability policies, retaliation, immigration, family and

medical leave, occupational safety and health and other Laws in respect of any reduction in force (including notice, information and consultation

requirements).

To FSRL’s Knowledge, no written allegations of sexual harassment or sexual misconduct have been made in the past five (5) years

against any person who is a current member of the board of directors of FSRL or a current officer of FSRL or its Subsidiaries categorized

at or above Senior Vice President, (ii) in the past five (5) years neither FSRL nor any of its Subsidiaries has entered into any settlement

agreement related to allegations of sexual harassment or sexual misconduct by any current officer at or above Senior Vice President, and

(iii) there are no proceedings currently pending or, to the Knowledge of FSRL, threatened related to any allegations of sexual harassment

or sexual misconduct by any current member of the board of directors of FSRL, any current officer or any Senior Vice President.

(d)       Since

March 31, 2026, neither FSRL nor any of its Subsidiaries has effectuated a “mass layoff” or “plant closings” as

defined in the WARN Act affecting any site of employment or facility of FSRL or FSRL’s Subsidiaries.

(e)       Except

as set forth on FSRL Disclosure Schedule 3.17(e), neither FSRL nor any of its Subsidiaries is a party to any FSRL Material Contract

with respect to the employment of any officer, director, employee or consultant that is not terminable at will and without any penalty

or other severance or obligation.

(f)       FSRL

Disclosure Schedule 3.17(f) sets forth a complete list of all employees FSRL and its Subsidiaries and their basic employment data

(including, without limitation, with respect to each such employee, current base salary or wage, total compensation for 2025, current

target bonus opportunity, date of hire, status as full or part-time, status as active or on-leave (and type of leave) and exempt or non-exempt

status and office location).

(g)       Except

as set forth on FSRL Disclosure Schedule 3.17(g), there are no employment agreements, severance agreements or similar arrangements

to which FSRL or any of its Subsidiary is a party.

(h)       Except

as set forth on FSRL Disclosure Schedule 3.17(h), there are no non-solicitation, non-competition, non-disclosure, or non-interference

agreements between FSRL or its Subsidiary and any current or former employee of FSRL or any of its Subsidiary.

(i)       Neither

FSRL nor any of its Subsidiaries has incurred any workers’ compensation liability other than in the Ordinary Course of Business.

FSRL and its Subsidiaries have paid or accrued all material assessments required under applicable workers’ compensation Laws, and

neither FSRL nor any of its Subsidiaries has been subject to any unpaid material special or penalty assessment under such Laws.

Section 3.18   Environmental

Matters.

(a)       To

its Knowledge, (i) FSRL and its Subsidiaries have been and are in material compliance with all applicable Environmental Laws, including

obtaining, maintaining and complying with all permits required under Environmental Laws for the operation of their respective businesses,

(ii) there is no action or investigation by or before any Governmental Authority relating to or arising under any Environmental Laws that

is pending or, to the Knowledge of FSRL, threatened against FSRL or any of its Subsidiaries or any real property or facility presently

owned, operated or leased by FSRL or any of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity), (iii) neither

FSRL nor any of its Subsidiaries has received any notice of or is subject to any liability, order, settlement, judgment, injunction or

decree involving uncompleted, outstanding or unresolved requirements relating to or arising under Environmental Laws, (iv) to the Knowledge

of FSRL, there have been no releases of Hazardous Substances at, on, under or affecting any of the real properties or facilities presently

owned, operated or leased by FSRL or any of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity) in amount

or condition that has resulted in or would reasonably be expected to result in liability to FSRL or any of its Subsidiaries relating to

or arising under any Environmental Laws, (v) to the Knowledge of FSRL, there are no underground storage tanks on, in or under any property

currently owned, operated or leased by FSRL or any of its Subsidiaries, and (vi) FSRL and its Subsidiaries have furnished to CBAN all

environmental assessments, audits, reports, and other material documents and information in their possession or control relating to FSRL,

any of its Subsidiaries, any predecessor, any facility or property currently or formerly owned, leased or operated by FSRL or any of its

Subsidiaries.

(b)       FSRL

and its Subsidiaries have developed, implemented and adhere to commercially reasonable environmental risk-management procedures in connection

with the origination and servicing of loans and the exercise of rights and remedies with respect thereto, including upon borrower default,

in order to minimize potential liability under Environmental Laws.

Section 3.19   Tax Matters.

(a)       Each

of FSRL and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all income Tax Returns and all

other material Tax Returns that it was required to file under applicable Laws.

All such Tax Returns were correct and complete in all material

respects and have been prepared in compliance with all applicable Laws. All material Taxes due

and owing by FSRL or any of its Subsidiaries (whether or

not shown on any Tax Return) have been fully and timely paid. Neither FSRL

nor any of its Subsidiaries is currently the beneficiary of any extension of time within

which to file any Tax Return. Neither FSRL nor any of its

Subsidiaries has ever received written notice of any claim by

any Governmental Authority in a jurisdiction where FSRL or such

Subsidiary does not file Tax Returns that it is or

may be subject to Taxes by that jurisdiction. There are no Liens

for Taxes (other than Taxes not yet due and payable or that

are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with

GAAP) upon any of the assets of FSRL or any of its Subsidiaries.

(b)       FSRL

and each of its Subsidiaries have collected or withheld and paid over to the appropriate

Governmental Authority all material amounts of Taxes required to have been collected or withheld and paid over by it, and have complied

in all material respects with all information reporting and backup withholding requirements under any applicable federal, state, local

and foreign Laws in connection with amounts paid or owing to any Person, including Taxes required to have been collected or withheld and

paid in connection with amounts paid or owing to any employee or independent contractor, creditor, shareholder or other third party, and

Taxes required to be collected or withheld and paid pursuant to Sections 1441, 1442, and 3406 of the Code or similar provisions under

state, local, or foreign Law.

foreign, federal, state or local Tax audits or

administrative or judicial Tax proceedings are currently

being conducted or pending or threatened in writing, in

each case, with respect to Taxes of FSRL or any of its Subsidiaries.

Neither FSRL nor any of its Subsidiaries has received from

any foreign, federal, state or local taxing authority (including

jurisdictions where FSRL or any of its Subsidiaries have

not filed Tax Returns) any (i) written notice indicating

an intent to open an audit, action, suit, proceeding, claim, investigation, examination, or other litigation regarding any Tax or

other review with respect to Taxes or (ii) written notice of deficiency or

proposed adjustment for any amount of Tax proposed, asserted or

assessed by any taxing authority against FSRL or any of its Subsidiaries

which, in either case (i) or (ii), has not been fully paid or

settled. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment

of any Tax or deficiency against FSRL or any of its Subsidiaries, and neither FSRL nor any of its Subsidiaries has waived or extended

the applicable statute of limitations for the assessment or collection of any Tax or agreed to a Tax assessment or deficiency.

(d)       FSRL

has delivered or made available to CBAN true and

complete copies of the foreign, federal, state or local Tax Returns

filed with respect to FSRL or any of its Subsidiaries,

and of all examination reports and statements of deficiencies assessed against or agreed to by

FSRL, in each case with respect to income Taxes, for taxable

periods ended on or after December 31, 2022.

(e)       Neither

FSRL nor any of its Subsidiaries has been a United

States real property holding corporation within the meaning of Code Section 897(c)(2) during

the applicable period specified in Code Section 897(c)(1)(A)(ii). Except as set forth on FSRL

Disclosure Schedule 3.19(e), neither FSRL nor any of its Subsidiaries

is a party to or is otherwise bound by any Tax

allocation, sharing agreement or similar agreement

pursuant to which it has any material obligation to any Person with respect to Taxes (other than such an agreement

with customers, vendors, lessors or similar third parties entered

into in the Ordinary Course of Business and not primarily related to Taxes).

Neither FSRL nor any of its Subsidiaries (i) has been a member of an affiliated group filing a

consolidated federal income Tax Return (other than a group the common parent of which was FSRL),

or (ii) has any liability for the Taxes of any Person (other

than FSRL and its Subsidiaries) under Regulations Section 1.1502-6 (or

any similar provision of foreign, state or local Law),

as a transferee or successor, by contract, or otherwise.

(f)       The

most recent Financial Statements as of the date hereof reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by

FSRL and its Subsidiaries for all taxable periods through the date of such Financial Statements. Since December 31, 2025, neither FSRL

nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP,

outside the Ordinary Course of Business.

(g)       Neither

FSRL nor any of its Subsidiaries will be required to include

any material item of income in, or exclude any material item of deduction from, taxable

income for any taxable period (or portion thereof) ending after the Effective

Time as a result of any: (i) change in method of accounting pursuant to Section 481 of the Code

or any comparable provision under foreign, state or local Law

for a taxable period ending on or prior to the Closing Date;

(ii) “closing agreement” as described in Code Section

7121 (or any corresponding or similar provision of foreign, state or local Law) executed on or

prior to the Closing Date; (iii) intercompany transactions or

any excess loss account described in Regulations under Code

Section 1502 (or any corresponding or similar provision of foreign, state or local Law); (iv) installment sale or

open transaction disposition made on or prior to the Closing

Date; or (v) prepaid amount received on or prior

to the Closing Date.

(h)       Since

January 1, 2023, neither FSRL nor any of its Subsidiaries has

distributed stock of another Person nor had its stock distributed by another Person

in a transaction that was intended to be nontaxable and governed in whole or in part by

Section 355 or Section 361 of the Code.

(i)       Neither

FSRL nor any of its Subsidiaries has been a party

to any “listed transaction,” as defined in Section 6707A(c)(2) of the Code and

Section 1.6011-4(b)(2) of the Regulations in any tax year.

(j)       Neither

FSRL nor any of its Subsidiaries (i) is a “controlled

foreign corporation” as defined in Section 957 of the Code, (ii) is a “passive foreign

investment company” within the meaning of Section 1297 of the Code, or

(iii) has a permanent establishment (within the meaning of an applicable Tax treaty) or

otherwise has an office or fixed place of business in a country other than the country in

which it is organized.

(k)       Neither

FSRL nor any of its Subsidiaries has taken or

agreed to take any action, or is aware of any fact or circumstance,

that would be reasonably likely to prevent the Merger or the Bank

Merger from qualifying for U.S. federal income tax purposes as a “reorganization”

within the meaning of Section 368(a) of the Code.

(l)       FSRL

and each of its Subsidiaries is in material compliance with all federal, state and foreign Laws applicable to abandoned or unclaimed property

or escheat and has timely paid, remitted or delivered to each jurisdiction all material unclaimed or abandoned property required by any

applicable Laws to be paid, remitted or delivered to that jurisdiction.

(m)       Set

forth in FSRL Disclosure Schedule 3.19(m) are the net operating loss, net capital loss, credit, minimum Tax, charitable contribution,

and other Tax carryforwards (by type of carryforward and expiration date, if any) of FSRL and each of its Subsidiaries. Except as set

forth on FSRL Disclosure Schedule 3.19(m), none of those carryforwards are, as of the Closing Date and without giving effect to

the Merger, presently subject to limitation under Sections 382, 383, or 384 of the Code, or the federal consolidated return regulations,

or any analogous provision of foreign, state, or local Tax Law.

Section 3.20   Investment

Securities.

(a)       FSRL

Disclosure Schedule 3.20 sets forth as of March 31, 2026, the FSRL Investment Securities, as well as any purchases or sales of FSRL

Investment Securities between December 31, 2025 to and including March 31, 2026, reflecting with respect to all such securities, whenever

purchased or sold, descriptions thereof, CUSIP numbers, designations as securities “available for sale” or securities “held

to maturity” (as those terms are used in ASC 320), book values, fair values and coupon rates, and any gain or loss with respect

to any FSRL Investment Securities sold during such time period between December 31, 2025 and March 31, 2026. Each of FSRL and its Subsidiaries

has good title in all material respects to all securities and commodities owned by it (except those sold under repurchase agreements)

which are material to FSRL’s business on a consolidated basis, free and clear of any Lien, except to the extent such securities

or commodities are pledged in the Ordinary Course of Business to secure obligations of FSRL or its Subsidiaries. Such securities and commodities

are valued on the books of FSRL in accordance with GAAP in all material respects. Except as set forth in FSRL Disclosure Schedule 3.20,

neither FSRL nor any of its Subsidiaries owns any of the outstanding equity of any savings bank, savings and loan association, savings

and loan holding company, credit union, bank or bank holding company, insurance company, mortgage or loan broker or any other financial

institution other than First Reliance Bank. Except for investments in FHLB stock, FRB stock, trust preferred securities and pledges to

secure FHLB or FRB borrowings and reverse repurchase agreements entered into in arm’s-length transactions pursuant to normal commercial

terms and conditions and entered into in the Ordinary Course of Business and restrictions that exist for securities to be classified as

“held to maturity,” none of the investment securities held by FSRL or any of its Subsidiaries is subject to any restriction

(contractual or statutory) that would materially impair the ability of the entity holding such investment to freely dispose of such investment

at any time.

(b)       FSRL

has made available to CBAN a true and complete list, as of March 31, 2026, of the borrowed funds (excluding deposit accounts) of FSRL

and its Subsidiaries.

has made available to CBAN a true and complete list, as of March 31, 2026, of the deposits of FSRL or any of its Subsidiaries that are

“brokered” or “listing service” deposits.

(d)       FSRL

and its Subsidiaries employ, to the extent applicable, investment, securities, risk management and other policies, practices and procedures

that FSRL believes are prudent and reasonable in the context of their respective businesses, and FSRL and its Subsidiaries have, since

January 1, 2024, been in compliance with such policies, practices and procedures in all material respects.

Section 3.21   Derivative

Transactions.

(a)       All

Derivative Transactions entered into by FSRL or any of its

Subsidiaries or for the account of any of its customers were entered into in accordance in all

material respects with applicable Laws and regulatory policies

of any Governmental Authority, and in accordance in all material

respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by

FSRL or any of its Subsidiaries, and were entered into with

counterparties believed at the time to be financially responsible and able to understand (either alone or

in consultation with its advisers) and to bear the risks of such Derivative Transactions.

FSRL and each of its Subsidiaries have duly performed, in

all material respects, all of their obligations under the Derivative Transactions to the extent

that such obligations to perform have accrued, and there are no material breaches, violations or

defaults or allegations or assertions of such by

any party thereunder.

(b)       Each

Derivative Transaction is listed in FSRL Disclosure Schedule 3.21(b), and the financial position of FSRL or its Subsidiaries under

or with respect to each has been reflected in the books and records of FSRL or its Subsidiaries in accordance with GAAP, and no material

open exposure of FSRL or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to

any single counterparty) exists, except as set forth in FSRL Disclosure Schedule 3.21(b).

Derivative Transaction, were it to be a Loan held by FSRL or any of its Subsidiaries, would be classified as “Special Mention,”

“Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit

Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan

classification standards, or words of similar import.

(d)       As

of the date hereof, neither FSRL nor any of its Subsidiaries is a party to any Derivative Transaction that has not been resolved.

Section 3.22   Regulatory

Capitalization.

FSRL and First Reliance Bank

are “well-capitalized,” as such term is defined in the applicable state and federal rules and regulations. Neither FSRL nor

First Reliance Bank has received any written notice from any Governmental Authority indicating that it would reasonably be expected to

cease to be “well capitalized,” and FSRL has no Knowledge of any facts or circumstances that would reasonably be expected

to result in such a change.

Section 3.23   Loans;

Nonperforming and Classified Assets.

(a)       FSRL

Disclosure Schedule 3.23(a) sets forth all (i) loans, loan agreements, notes or

borrowing arrangements and other extensions of credit (including, without limitation, leases,

credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which FSRL

or any of its Subsidiaries is a creditor which, as of March 31, 2026, was over thirty (30) days or more delinquent in payment of principal

or interest or in default of any other material provision, and (ii) Loans with any director, executive officer or 5% or greater shareholder

of FSRL or any of its Subsidiaries, or to the Knowledge of FSRL, any affiliate of any of the foregoing. Set forth in FSRL Disclosure

Schedule 3.23(a) is a true, correct and complete list of (A) all of the Loans of FSRL and its Subsidiaries that, as of March 31, 2026,

were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,”

“Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar

import by First Reliance Bank, FSRL or any bank examiner, together with the principal amount of and accrued and unpaid interest on each

such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan

(e.g., commercial, consumer, etc.), and (B) each Loan classified by First Reliance Bank as a Troubled Debt Restructuring as defined by

GAAP.

(b)       FSRL

Disclosure Schedule 3.23(b) identifies each asset of FSRL or any of its Subsidiaries

that as of March 31, 2026 was classified as other real estate owned (“OREO”)

and the book value thereof as of March 31, 2026 as well as any assets classified as OREO between

December 31, 2025 and March 31, 2026 and any sales of OREO between December 31, 2025 and March

31, 2026, reflecting any gain or loss with respect to any OREO

sold.

Loan held in FSRL’s or any of its Subsidiaries’

loan portfolio (each a “FSRL Loan”) (i) is evidenced by notes, agreements

or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to

the extent secured, is and has been secured by valid Liens which have been perfected and (iii)

is a legal, valid and binding obligation of FSRL and the obligor named therein, and, assuming due

authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance

with its terms, subject to the Enforceability Exception.

(d)       All

currently outstanding FSRL Loans were solicited, originated and currently exist in material

compliance with all applicable requirements of Law and the notes or

other credit or security documents with respect to each such outstanding FSRL

Loan are complete and correct in all material respects. There are no oral modifications or amendments

or additional agreements related to the FSRL Loans that

are not reflected in the written records of FSRL or its Subsidiary,

as applicable. All such FSRL Loans are owned by FSRL or its

Subsidiary free and clear of any Liens other than a blanket lien

on qualifying loans provided to the Federal Home Loan Bank of Atlanta. No claims of defense as to the enforcement of any FSRL

Loan have been asserted in writing against FSRL or any of its Subsidiaries

for which there is a reasonable possibility of a material adverse determination, and FSRL

has no Knowledge of any acts or omissions which would

give rise to any claim or right of rescission, set-off, counterclaim or

defense for which there is a reasonable possibility of a material adverse determination

to its Subsidiaries. Except as described on FSRL Disclosure Schedule 3.23(d), no FSRL

Loans are presently serviced by third parties and there is no obligation which could result

in any FSRL Loan becoming subject to any third-party servicing.

(e)       Neither

FSRL nor any of its Subsidiaries is a party

to any agreement or arrangement with (or otherwise

obligated to) any Person which obligates FSRL or any of

its Subsidiaries to repurchase from any such Person any

Loan or other asset of FSRL or any of its Subsidiaries,

unless there is a material breach of a representation or covenant

by FSRL or any of its Subsidiaries, and none of the agreements

pursuant to which FSRL or any of its Subsidiaries has sold

Loans or pools of Loans or participations in Loans

or pools of Loans contains any obligation to repurchase such Loans

or interests therein solely on account of a payment default by the obligor on any such Loan.

(f)       Neither

FSRL nor any of its Subsidiaries is now nor has it ever

been since January 1, 2023, subject to any fine, suspension, settlement or other contract or

other administrative agreement or sanction by, or any

reduction in any loan purchase commitment from, any Governmental Authority relating to the origination,

sale or servicing of mortgage or consumer Loans.

(g)       There

are no outstanding Loans made by FSRL or First Reliance Bank to any directors, executive officers or principal shareholders (as such terms

are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of FSRL or First Reliance Bank, other than Loans that are

subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom.

Section 3.24   Allowance

for Credit Losses.

FSRL’s allowance for

credit losses as reflected in each of (a) the latest balance sheet included in the Financial Statements, (b) in the balance sheet as of

December 31, 2025 included in the Financial Statements were, and, the allowance for credit losses shown on any financial statements delivered

in accordance with Section 5.14 will be, as the case may be, in the opinion of management, as of each of the dates thereof, in

compliance in all material respects with FSRL’s existing methodology for determining the adequacy of its allowance for credit losses

as well as the standards established by applicable Governmental Authority, the Financial Accounting Standards Board and GAAP, and is,

in the reasonable judgment of management, adequate under all such standards. As of December 31, 2025, any impairment on loans, investments,

derivatives and any other financial instrument in the Financial Statements was accounted for under GAAP.

Section 3.25   Trust Business;

Administration of Fiduciary Accounts.

Neither FSRL nor any of its

Subsidiaries has offered or engaged in providing any individual or corporate trust services or administers any accounts for which it acts

as a fiduciary, including, but not limited to, any accounts in which it serves as a trustee, agent, custodian, personal representative,

guardian, conservator or investment advisor.

Section 3.26   Investment

Management and Related Activities.

None of FSRL, any FSRL Subsidiary

or any of their respective directors, officers or employees, in each of their respective capacities as a director, officer, or employee

of FSRL or any FSRL Subsidiary, is required to be registered, licensed or authorized under the Laws of any Governmental Authority as an

investment adviser, a broker or dealer, an insurance agency, a commodity trading adviser, a commodity pool operator, a futures commission

merchant, an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a

counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.

Section 3.27   Repurchase

Agreements.

With respect to all agreements

pursuant to which FSRL or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, FSRL or any of its

Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral

securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.

Section 3.28   Deposit

Insurance; FHLB.

First Reliance Bank is an

“insured depositary institution” as defined in the FDIC, the deposits of First Reliance Bank are insured by the FDIC in accordance

with the Federal Deposit Insurance Act (“FDIA”) to the fullest extent permitted by Law, and First Reliance Bank

has paid all premiums and assessments and filed all reports required by the FDIA. No proceedings for the revocation or termination of

such deposit insurance are pending or, to FSRL’s Knowledge, threatened. First Reliance Bank is a member in good standing of the

Federal Home Loan Bank of Atlanta.

Section 3.29   Community

Reinvestment Act, Anti-money Laundering and Customer Information Security.

Neither FSRL nor any of its

Subsidiaries is a party to any agreement with any individual or group regarding Community Reinvestment Act matters and neither FSRL nor

any of its Subsidiaries has Knowledge that any facts or circumstances exist which would cause FSRL or any of its Subsidiaries: (a) to

be deemed not to be in satisfactory compliance with the Community Reinvestment Act, and the regulations promulgated thereunder, or to

be assigned a rating for Community Reinvestment Act purposes by federal or state bank regulators of lower than “satisfactory”;

(b) to be deemed to be operating in violation of the Bank Secrecy Act and its implementing regulations (31 C.F.R. Part 103), the USA PATRIOT

Act, any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control,

or any other applicable anti-money laundering statute, rule or regulation; or (c) to be deemed not to be in satisfactory compliance with

the applicable privacy of customer information requirements contained in any federal and state privacy Laws and regulations, including,

without limitation, in Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder. Furthermore, the boards of

directors of FSRL and its Subsidiaries has implemented an anti-money laundering program that contains adequate and appropriate customer

identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements

of Sections 352 and 326 of the USA PATRIOT Act. First Reliance Bank has implemented a program with respect to the beneficial ownership

requirements set forth in the final rule on Customer Due Diligence Requirements for Financial Institutions found in 81 Federal Register

29397 (July 11, 2016) and 31 C.F.R. § 1010 et seq.

Section 3.30   Transactions

with Affiliates.

Except as set forth in FSRL

Disclosure Schedule 3.30, there are no outstanding amounts payable to or receivable from, or advances by FSRL or any of its Subsidiaries

to, and neither FSRL nor any of its Subsidiaries is otherwise a creditor or debtor to (a) any current or former director, executive officer,

immediate family member of an such director or executive officer, 5% or greater shareholder of FSRL or any of its Subsidiaries or to any

of their respective Affiliates or Associates, other than as part of the normal and customary terms of such person’s employment or

service as a director with FSRL or any of its Subsidiaries and other than deposits held by First Reliance Bank in the Ordinary Course

of Business, or (b) any other Affiliate of FSRL or any of its Subsidiaries. Except as set forth in FSRL Disclosure Schedule 3.30,

there are no, and since December 31, 2023, there have been no, currently proposed transactions, arrangements or contracts between FSRL

or any of its Subsidiaries, on the one hand, and any of the Persons described in clauses (a) or (b) above, on the other hand. All agreements

between First Reliance Bank and any of its Affiliates (or any company treated as an affiliate for purposes of such Law) comply, and have

complied, to the extent applicable, with Sections 23A and 23B of the Federal Reserve Act and Regulation W of the FRB.

Section 3.31   Tangible

Properties and Assets.

(a)       FSRL

Disclosure Schedule 3.31(a) sets forth a true, correct and complete list of all real property owned by FSRL

and each of its Subsidiaries. Except as set forth in FSRL

Disclosure Schedule 3.31(a), FSRL or its Subsidiaries

has good and marketable title to, valid leasehold interests in or otherwise legally enforceable

rights to use all of the real property, personal property and other assets (tangible or

intangible), used, occupied and operated or held for use by it in connection with its business

as presently conducted in each case, free and clear of any Lien, except for (a) statutory Liens

for amounts not yet delinquent, and (b) easements, rights of way, and other similar Liens

that do not materially affect the value or use of the properties or

assets subject thereto or affected thereby or otherwise

materially impair business operations at such properties. There is no pending or, to FSRL’s

Knowledge, threatened legal, administrative, arbitral or other proceeding, claim,

action or governmental or regulatory investigation of any

nature with respect to the real property that FSRL or any of its Subsidiaries

owns, uses or occupies or has the right to use or

occupy, now or in the future, including without limitation

a pending or threatened taking of any of such real property by eminent domain. True and complete

copies of all deeds or other documentation evidencing ownership of the real properties set forth in FSRL Disclosure Schedule 3.31(a),

and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security

agreements to which such property is subject have been furnished or made available to CBAN. There are no material pending or, to the Knowledge

of FSRL, threatened condemnation proceedings against any real property owned or leased by FSRL or its Subsidiaries.

(b)       FSRL

Disclosure Schedule 3.31(b) sets forth a true, correct and complete schedule of all leases,

subleases, licenses and other agreements under which FSRL or any of its Subsidiaries

uses or occupies or has the right to use or

occupy, now or in the future, real property (the “Leases”).

Each of the Leases is valid, binding and in full force and effect and neither FSRL

nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge

of any, default or termination with respect to any Lease.

There has not occurred any event and no condition exists that would constitute a termination event or

a breach by FSRL or any of its Subsidiaries of, or

default by FSRL or any of its Subsidiaries in, the

performance of any covenant, agreement or condition contained in any Lease.

To FSRL’s Knowledge, no lessor under a Lease is in

material breach or default in the performance of any material

covenant, agreement or condition contained in such Lease.

FSRL and each of its Subsidiaries has paid all rents and

other charges to the extent due under the Leases. True and complete copies of all Leases

for, or other documentation evidencing ownership of or a

leasehold interest in, the properties listed in FSRL Disclosure Schedule 3.31(b),

have been furnished or made available to CBAN.

buildings, structures, fixtures, building systems and equipment, and all components thereof, including

the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical,

electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water

systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and

telecommunications, computer, wiring and cable installations, included in the owned real property or the

subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient

for the operation of the business of FSRL and its Subsidiaries.

Section 3.32   Intellectual

Property.

FSRL Disclosure Schedule

3.32 sets forth a true, complete and correct list of all FSRL Intellectual Property. FSRL or its Subsidiaries owns or has a valid

license to use all FSRL Intellectual Property, free and clear of all Liens, royalty or other payment obligations (except for royalties

or payments with respect to off-the-shelf Software at standard commercial rates). The FSRL Intellectual Property constitutes all of the

Intellectual Property necessary to carry on the business of FSRL and its Subsidiaries as currently conducted. The FSRL Intellectual Property

is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FSRL nor any of its Subsidiaries has

received notice challenging the validity or enforceability of FSRL Intellectual Property. None of FSRL or any of its Subsidiaries is,

nor will any of them be as a result of the execution and delivery of this Agreement or the performance by FSRL of its obligations hereunder,

in violation of any licenses, sublicenses and other agreements as to which FSRL or any of its Subsidiaries is a party and pursuant to

which FSRL or any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets

or computer software, and neither FSRL nor any of its Subsidiaries has received notice challenging FSRL’s or any of its Subsidiaries’

license or legally enforceable right to use any such third-party intellectual property rights. The consummation of the transactions contemplated

hereby will not result in the material loss or impairment of the right of FSRL or any of its Subsidiaries to own or use any of FSRL Intellectual

Property. Since January 1, 2023, neither FSRL nor any of its Subsidiaries has been a party to any litigation or received any written notice

alleging infringement or misappropriation of any third-party Intellectual Property, nor has FSRL or any of its Subsidiaries initiated

any litigation to enforce its Intellectual Property rights.

Section 3.33   Insurance.

(a)       FSRL

Disclosure Schedule 3.33(a) identifies all of the insurance policies, binders or

bonds currently maintained by FSRL and its Subsidiaries (the “Insurance Policies”),

including the insurer, policy numbers, amount of coverage, effective and termination dates and

any pending claims thereunder involving more than $10,000. FSRL and each of its Subsidiaries

is insured with reputable insurers against such risks and in such amounts as the management of FSRL

reasonably has determined to be prudent in accordance with industry practices. FSRL and its Subsidiaries maintain directors’

and officers’ liability insurance and fiduciary liability insurance with coverage limits and terms consistent with industry practice.

All of the Insurance Policies are in full force and effect, neither FSRL

nor any Subsidiary has received notice of cancellation of any of the Insurance

Policies or is otherwise aware that any insurer under any of the Insurance Policies has

expressed an intent to cancel any such Insurance Policies, and neither FSRL

nor any of its Subsidiaries is in default thereunder, and all claims thereunder have been

filed in due and timely fashion in all material respects. All premiums due and payable under the

Insurance Policies have been timely paid, and there has been no lapse in coverage under any Insurance Policy.

(b)       FSRL

Disclosure Schedule 3.33(b) sets forth a true, correct and complete description of all bank owned life insurance (“BOLI”)

owned by FSRL or its Subsidiaries, including

the value of its BOLI as of the end of the month prior to the

date hereof. The value of such BOLI is and has been fairly and accurately reflected in the

most recent balance sheet included in the Financial Statements in accordance with GAAP.

All BOLI is owned solely by First Reliance Bank, no other

Person has any ownership claims with respect to such BOLI or proceeds

of insurance derived therefrom and there is no split dollar or similar benefit under FSRL’s

BOLI. Neither FSRL nor any of FSRL’s Subsidiaries

has any outstanding borrowings secured in whole or part by its BOLI.

Section 3.34   Antitakeover

Provisions.

No Takeover Statutes are applicable

to this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby.

Section 3.35   FSRL Information.

The information relating to

FSRL and its Subsidiaries that is provided by or on behalf of FSRL for inclusion in the Proxy Statement-Prospectus and the Registration

Statement will not (with respect to the Proxy Statement-Prospectus, as of the date the Proxy Statement-Prospectus is first mailed to FSRL’s

shareholders and as of the date of the FSRL Meeting, and with respect to the Registration Statement, as of the time the Registration Statement

or any amendment or supplement thereto is declared effective under the Securities Act) contain any untrue statement of a material fact

or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading;

provided, however, that any information contained in any subsequent filing of FSRL as of a later date shall be deemed to

modify information as of an earlier date. The portions of the Proxy Statement-Prospectus relating to FSRL and FSRL’s Subsidiaries

and other portions thereof within the reasonable control of FSRL and its Subsidiaries will comply as to form in all material respects

with the provisions of the Exchange Act, and the rules and regulations thereunder.

Section 3.36   Transaction

Costs.

FSRL Disclosure Schedule

3.36 sets forth attorneys’ fees, investment banking fees, accounting fees and other costs or fees of FSRL and its Subsidiaries

that, based upon reasonable inquiry, are expected to be paid or accrued through the Closing Date in connection with the Merger and the

other transactions contemplated by this Agreement.

Section 3.37   Bank Holding

Company.

FSRL is regulated as a bank

holding company under the Bank Holding Company Act of 1956, as amended.

Section 3.38   ESOP Trustees.

The Persons set forth in FSRL

Disclosure Schedule 3.38 are the duly appointed ESOP Trustees, with the power and authority to act on behalf of the ESOP (a) as fiduciary

of the ESOP in the manner described in Section 3(21)(A) of ERISA and (b) on behalf of the ESOP to the extent specified in the ESOP and

any related trust or other documents.

Section 3.39   Information

Security.

FSRL and its Subsidiaries

use commercially reasonable and appropriate efforts and measures to protect (a) their trade secrets and confidential information and (b)

the integrity, security and continuous operation of the Systems used in connection with their businesses (and all personal data that are

processed thereby), and since December 31, 2023, (i) there have been no breaches, outages, violations, or unauthorized uses of or unauthorized

access to same, other than incidents that were resolved without material cost, liability or the duty to notify any Person and (ii) such

Systems have functioned in all material respects in accordance with their specifications and intended purpose and have been free of material

defects, errors, viruses, malware or other corruptants.

Section 3.40   Questionable

Payments.

(a)       None

of FSRL, First Reliance Bank or any of their Subsidiaries, or to FSRL’s Knowledge, any director, officer, employee, agent or other

person acting on behalf of FSRL, First Reliance Bank or any of its Subsidiaries, has, directly or indirectly: (a) used any corporate funds

for unlawful contributions, gifts, entertainment or other unlawful expenses relating to foreign or domestic political activity; (b) made

any unlawful payments to any foreign or domestic governmental officials, employees or agents of any foreign or domestic government or

to any foreign or domestic political parties or campaigns from corporate funds; (c) violated any provision of the Foreign Corrupt Practices

Act of 1977, as amended; (d) established or maintained any unlawful fund of monies or other assets of FSRL or any of its Subsidiaries,

(e) made any fraudulent entry on the books or records of FSRL or any of its Subsidiaries or (f) made any other unlawful bribe, rebate,

payoff, influence payment, kickback, or other material unlawful payment, regardless of form, whether in money, property or services, to

any foreign or domestic governmental official, employee, or agent of any foreign or domestic government. None of FSRL, First Reliance

Bank or any of their Subsidiaries, or to FSRL’s Knowledge, any director, officer, employee, agent or other person acting on behalf

of FSRL, First Reliance Bank or any of its Subsidiaries, is subject to any United States sanctions administered by the Office of Foreign

Assets Control of the United States Treasury Department.

(b)       FSRL

has implemented one or more policies addressing each of ethics, personal trading policies, conflicts of interest policies, customer privacy

policies, anti-money laundering policies, fair lending policies, vendor risk management policies, policies related to compliance with

the Foreign Corrupt Practices Act of 1977, as amended, and other material policies as may be required by any applicable Law for itself

and its Subsidiaries, and a complete and correct copy of each such policy has been made available to CBAN. Such policies comply in all

material respects with the requirements of any Laws applicable thereto.

Section 3.41   Mortgage

Loan Matters.

Except as set forth on FSRL

Disclosure Schedule 3.41, at all times while FSRL and its Subsidiaries have been originating and servicing qualified and non-qualified

(i.e., not for sale to any public government-sponsored enterprise) residential mortgage loans (collectively, the “Mortgage

Loans”), FSRL and its Subsidiaries:

(a)       has

all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where

each Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type

conducted by it;

(b)       has

developed policies and procedures governing the origination of Mortgage Loans, including, but not limited to, ability to repay, analysis

of gift letters and evaluation of financial statements from borrowers, use of third-party brokers, and independent quality control, and

is in compliance with such policies and procedures in all material respects;

origination, collection and servicing practices with respect to the Mortgage Loans that have been in all material respects legal, in compliance

with all applicable Laws, and customary in the mortgage origination and servicing industry, and the collection and servicing practices

have been consistent with Customary Servicing Procedures;

(d)       to

the Knowledge of FSRL, has not been the subject of allegations of material failure to comply with applicable loan origination, servicing

or claims procedures, in its most recent audits (if any);

(e)       has

in full force and effect an adequate errors and omissions policy or policies with respect to its origination and servicing operations

and a standard mortgage banker’s blanket bond;

(f)       is

an approved Fannie Mae Seller Servicer in good standing and is in material compliance with the provisions of the Fannie Mae Guide; and

(g)       is

an approved Freddie Mac Seller Servicer in good standing and is in material compliance with the provisions of the Freddie Mac Guide.

Section 3.42   SBA Matters.

At all times while FSRL and

its Subsidiaries have been originating and servicing SBA Loans, FSRL and its Subsidiaries (a) is and was approved and in good standing,

as required, as an issuer and servicer of SBA Loans, (b) has not received any written notice of any cancellation or suspension of, or

material limitation on, its status as a licensee or as an approved issuer, seller/servicer or lender, as applicable, from the SBA, (c)

holds and at all relevant times held in good standing all required approvals, permits and licenses of the SBA that are necessary to the

conduct of the SBA-related business of FSRL and each of its Subsidiaries, as applicable, and (d) were and are in material compliance with

the SBA’s Standard Operating Procedures.

Section 3.43   No Other

Representations or Warranties.

Except for the representations

and warranties made by FSRL in this Article III and for the disclosures contained in the FSRL Disclosure Schedule, neither FSRL

nor any other person makes any express or implied representation or warranty with respect to FSRL, its Subsidiaries or their respective

businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and FSRL hereby disclaims any such other

representations or warranties. FSRL acknowledges and agrees that neither CBAN nor any other person has made or is making any express or

implied representation or warranty other than those contained in Article IV and in the CBAN Disclosure Schedule.

Article

REPRESENTATIONS AND WARRANTIES OF CBAN

Except as set forth in the

disclosure schedule delivered by CBAN to FSRL prior to or concurrently with the execution of this Agreement with respect to each such

Section below (the “CBAN Disclosure Schedule”); provided, that (a) the mere inclusion of an item in the

CBAN Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by CBAN that such item represents

a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on CBAN,

and (b) any disclosures made with respect to a section of Article IV shall be deemed to qualify (i) any other section of Article

IV specifically referenced or cross-referenced and (ii) other sections of Article IV to the extent it is reasonably apparent

on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies

to such other sections, CBAN hereby represents and warrants to FSRL as follows:

Section 4.01   Organization

and Standing.

Each of CBAN and its Subsidiaries

is (a) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation

and (b) is duly licensed or qualified to do business and in good standing in each jurisdiction where its ownership or leasing of property

or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified has not had, and is

not reasonably likely to have, a Material Adverse Effect with respect to CBAN.

Section 4.02   Capital

Stock.

The authorized capital stock

of CBAN consists of 50,000,000 shares of CBAN Common Stock, and 10,000,000 shares of preferred stock. As of the date hereof, 21,158,353

shares of CBAN Common Stock were issued and outstanding and no shares of preferred stock were issued and outstanding. The outstanding

shares of CBAN Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued

in violation of nor are they subject to preemptive rights of any CBAN shareholder. The shares of CBAN Common Stock to be issued pursuant

to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and

non-assessable and will not be subject to preemptive rights. All shares of CBAN’s capital stock issued and outstanding have been

issued in compliance with and not in violation of any applicable federal or state securities Laws.

Section 4.03   Corporate

Power.

(a)       CBAN

and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and

to own all of its properties and assets; and CBAN has the corporate power and authority to execute, deliver and perform its obligations

under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all Regulatory Approvals and the Requisite

CBAN Shareholder Approval.

(b)       CBAN

has made available to FSRL a complete and correct copy of its articles of incorporation

and bylaws or equivalent organizational documents, each as amended to date, of CBAN and each of

its Subsidiaries. Neither CBAN nor any of its Subsidiaries is

in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational

documents.

Section 4.04   Corporate

Authority.

Except for the approval of

this Agreement and of the transactions contemplated hereby, including but not limited to the Requisite CBAN Shareholder Approval, and

the adoption and approval of the Bank Merger Agreement by CBAN as Colony Bank’s sole shareholder, no other corporate proceedings

on the part of CBAN are necessary to approve this Agreement or to consummate the transactions contemplated hereby. CBAN has duly executed

and delivered this Agreement and, assuming due authorization, execution and delivery by FSRL, this Agreement is a valid and legally binding

obligation of CBAN, enforceable in accordance with its terms, subject to the Enforceability Exception.

Section 4.05   SEC Documents;

Financial Statements.

(a)       CBAN

has filed all required reports, forms, schedules, registration statements and other documents with the SEC

that it has been required to file since January 1, 2023 (the “CBAN Reports”),

and has paid all fees and assessments due and payable in connection therewith, except where the failure to file such required reports,

forms, schedules, registration statements, and other documents or pay such fees and assessments has not had or would not reasonably be

expected to have, either individually or in the aggregate, a Material Adverse Effect on CBAN. As of their respective dates of filing with

the SEC (or, if amended or

superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent

filing), the CBAN Reports complied as to form in all material respects

with the requirements of the Securities Act or the Exchange Act,

as the case may be, and the rules and regulations of the SEC thereunder

applicable to such CBAN Reports, and none of the CBAN Reports when

filed with the SEC, or if amended prior to the

date hereof, as of the date of such amendment, contained any untrue statement of a material fact

or omitted to state a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which

they were made, not misleading. As of the date of this Agreement, no executive officer of CBAN has failed in any respect to make the certifications

required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act. As of the date of this Agreement, there are no outstanding

comments from or unresolved issues raised by the SEC with respect to any of the CBAN Reports.

(b)       The

consolidated financial statements of CBAN (or incorporated

by reference) included (or incorporated by reference) in the CBAN Reports (including the related notes, where applicable) complied as

to form, as of their respective dates of filing with the SEC (or,

if amended or superseded by a subsequent filing prior to the date

hereof, as of the date of such subsequent filing), in all material respects, with all applicable

accounting requirements and with the published rules and regulations of the SEC

with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC),

have been prepared in accordance with GAAP applied on a consistent basis during the periods involved

(except as may be disclosed therein), and fairly present, in all material respects, the consolidated

financial position of CBAN and its Subsidiaries and the

consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the

periods shown. The books and records of CBAN and its Subsidiaries have been, and are being, maintained in all material respects in accordance

with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements,

omissions, inaccuracies or discrepancies contained or reflected therein.

(i) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms

are defined in paragraphs (e) and (f), respectively, of

Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange

Act, and (ii) has disclosed, based on its most recent evaluation, to its outside auditors and the audit committee of CBAN’s

board of directors (A) all significant deficiencies and material weaknesses in the design or

operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange

Act) which are reasonably likely to adversely affect CBAN’s ability to record, process,

summarize and report financial data and (B) any fraud, whether or not material,

that involves management or other employees who have a significant role in CBAN’s

internal control over financial reporting. These disclosures were made in writing by management to CBAN’s auditors and audit committee.

To the Knowledge of CBAN, there is no reason to believe that CBAN’s outside auditors and its Chief Executive Officer and Chief Financial

Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to

Section 404 of the Sarbanes-Oxley Act, without qualification, when next due, if required.

(d)       Since

January 1, 2026, neither CBAN nor any of its Subsidiaries nor, to CBAN’s Knowledge,

any director, officer, employee, auditor, accountant or representative of CBAN or

any of its Subsidiaries has received, or otherwise

had or obtained Knowledge of, any material

complaint, allegation, assertion or claim regarding the accounting or

auditing practices, procedures, methodologies or methods of CBAN

or any of its Subsidiaries or their respective internal accounting controls, including

any material complaint, allegation, assertion or claim that

CBAN or any of its Subsidiaries has engaged in questionable

accounting or auditing practices.

Section 4.06   Regulatory

Reports.

Since January 1, 2023, CBAN

and each of its Subsidiaries has timely filed with the SEC, FRB, FDIC, any SRO and any other applicable Governmental Authority, in correct

form, all reports, registration statements and other documents required to be filed under applicable Laws and regulations and have paid

all fees and assessments due and payable in connection therewith, and such reports were complete and accurate and in compliance in all

material respects with the requirements of applicable Laws and regulations, except where the failure to file such report or statement

or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse

Effect with respect to CBAN. Except for normal examinations conducted by a Governmental Authority in the regular course of the business

of CBAN and its Subsidiaries, no Governmental Authority has notified CBAN that it has initiated or has pending any proceeding or, to the

Knowledge of CBAN threatened an investigation into the business or operations of CBAN or any of its Subsidiaries since January 1, 2023,

except where such proceedings or investigation would not reasonably be likely to have, either individually or in the aggregate, a Material

Adverse Effect with respect to CBAN. Subject to Section 9.11, there is no unresolved violation, criticism or exception by any Governmental

Authority with respect to any report filed by, or relating to any examinations or inspections by any such Governmental Authority of CBAN

or any of its Subsidiaries which would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect

with respect to CBAN.

Section 4.07   Regulatory

Approvals; No Defaults.

No consents or approvals of,

or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by CBAN or any of its

Subsidiaries in connection with the execution, delivery or performance by CBAN of this Agreement or to consummate the transactions contemplated

by this Agreement, including the Bank Merger, except for (a) the Regulatory Approvals, (b) the filing with the SEC and the filing and

declaration of effectiveness of the Registration Statement, (c) the Requisite CBAN Shareholder Approval, (d) the filing of the Articles

of Merger contemplated by Section 1.04(a) and the filing of documents with the FDIC, the Secretary of State of the State of Georgia,

the Secretary of State of the State of South Carolina, or other applicable state or federal banking agencies to cause the Bank Merger

to become effective, (e) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated

thereunder, or applicable stock exchange requirements, (f) any consents, authorizations, approvals, filings or exemptions in connection

with compliance with the rules and regulations of any applicable SRO and the rules of the NYSE and (g) such filings and approvals as are

required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the CBAN Common

Stock Issuance and approval of listing of such CBAN Common Stock on the NYSE. Subject to the receipt of the approvals referred to in the

preceding sentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby

by CBAN do not and will not, (i) constitute a breach or violation of, or a default under, the articles of incorporation and bylaws of

CBAN, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CBAN or any

of its Subsidiaries, or any of their respective properties or assets, or (iii) violate, result in a breach of any provision of or the

loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)

under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result

in the creation of any Lien upon any of the respective properties or assets of CBAN or any of its Subsidiaries under, any of the terms,

conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument

or obligation to which CBAN or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may

be bound. As of the date hereof, CBAN has no Knowledge of any reason (A) why the Regulatory Approvals and other necessary consents and

approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (B) why a Burdensome

Condition would be imposed.

Section 4.08   CBAN Information.

The information relating to

CBAN and its Subsidiaries that is supplied by or on behalf of CBAN for inclusion or incorporation by reference in the Proxy Statement-Prospectus

and the Registration Statement will not (with respect to the Proxy Statement-Prospectus, as of the date the Proxy Statement-Prospectus

is first mailed to FSRL shareholders and as of the date of the FSRL Meeting, and with respect to the Registration Statement, as of the

time the Registration Statement or any amendment or supplement thereto is declared effective under the Securities Act) contain any untrue

statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances

in which they are made, not misleading; provided, however, that any information contained in any CBAN Report as of a later

date shall be deemed to modify information as of an earlier date. The portions of the Proxy Statement-Prospectus relating to CBAN and

CBAN’s Subsidiaries and other portions thereof within the reasonable control of CBAN and its Subsidiaries will comply as to form

in all material respects with the provisions of the Exchange Act, and the rules and regulations thereunder.

Section 4.09   Absence

of Certain Changes or Events.

Except as reflected or disclosed

in CBAN’s Annual Report on Form 10-K for the year ended December 31, 2025 or in the CBAN Reports since December 31, 2025, as filed

with the SEC, there has been no change or development with respect to CBAN and its assets and business or combination of such changes

or developments which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect

to CBAN.

Section 4.10   Compliance

with Laws.

(a)       CBAN

and each of its Subsidiaries is, and has been since January 1, 2023, in compliance in all

material respects with all applicable federal, state, local and foreign Laws,

rules, judgments, orders or decrees applicable thereto or to

the employees conducting such businesses, including, without limitation, Laws

related to data protection or privacy, the USA PATRIOT Act,

the Bank Secrecy Act, the Equal Credit Opportunity Act,

the Fair Housing Act, the Home Mortgage Disclosure Act,

the Community Reinvestment Act, the Fair Credit Reporting Act,

the Truth in Lending Act, the Dodd-Frank Act, Sections 23A

and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act or the regulations

implementing such statutes, all other applicable anti-money laundering Laws, fair lending

Laws and other Laws relating to discriminatory lending,

financing, leasing or business practices and all agency requirements relating to the origination,

sale and servicing of mortgage loans. Since January 1, 2023, neither CBAN

nor any of its Subsidiaries has been advised of any supervisory concerns regarding their

compliance with the Bank Secrecy Act or related state or federal

anti-money laundering laws, regulations and guidelines, including

without limitation those provisions of federal regulations requiring (i) the filing of reports,

such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of due diligence

in identifying customers.

(b)       CBAN

and each of its Subsidiaries have all material permits,

licenses, authorizations, orders and approvals of, and each has made all filings and applications and registrations with, all Governmental

Authorities that are required in order to permit it to own or lease its properties and to

conduct its business as presently conducted. All such permits, licenses, certificates of authority, orders and approvals are in full force

and effect and, to CBAN’s Knowledge, no suspension

or cancellation of any of them is threatened.

CBAN nor any of its Subsidiaries has received, since January 1, 2023, written or, to CBAN’s Knowledge, oral notification from any

Governmental Authority (i) asserting that it is not in compliance with any of the Laws which such Governmental Authority enforces or (ii)

threatening to revoke any license, franchise, permit or governmental authorization (nor, to CBAN’s Knowledge, do any grounds for

any of the foregoing exist), except where such noncompliance of threatened revocation is not reasonably likely to have, a Material Adverse

Effect with respect to CBAN.

Section 4.11   CBAN Regulatory

Matters.

(a)       CBAN

is regulated as a bank holding company under the Bank Holding Company Act of 1956, as amended.

(b)       Colony

Bank is an “insured depositary institution” as defined in the FDIA, the deposits of Colony Bank are insured by the FDIC in

accordance with FDIA to the fullest extent permitted by Law, and Colony Bank has paid all premiums and assessments and filed all reports

required by the FDIA. No proceedings for the revocation or termination of such deposit insurance are pending or, to CBAN’s Knowledge,

threatened. Colony Bank received a rating of “satisfactory” in its most recent examination under the Community Reinvestment

Act.

to Section 9.11, since January 1, 2023, neither CBAN nor any of its Subsidiaries is party to, or the subject of, any cease-and-desist

order, consent order, written agreement, order for civil money penalty, refund, restitution, prompt corrective action directive, memorandum

of understanding, supervisory letter, individual minimum capital requirement, operating agreement, or any other formal or informal enforcement

action issued or required by, or entered into with, any Governmental Authority. Neither CBAN nor any of its Subsidiaries has made, adopted,

or implemented any commitment, board resolution, policy, or procedure at the request or recommendation of any Governmental Authority that

limits in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its payment

of dividends or distribution of capital, its credit or risk management, its compliance program, its management, its growth, or its business.

Neither CBAN nor any of its Subsidiaries has Knowledge that any Governmental Authority is considering issuing, initiating, ordering, requesting,

recommending, or otherwise proceeding with any of the items referenced in this paragraph.

Section 4.12   Brokers.

Neither CBAN nor any of its

officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any

broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except

that CBAN has engaged, and will pay a fee or commission to Keefe, Bruyette & Woods.

Section 4.13   Legal Proceedings.

(a)       Neither

CBAN nor any of its Subsidiaries is a party to any, and there are no pending or, to CBAN’s Knowledge, threatened, legal, administrative,

arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against CBAN or any of its Subsidiaries

or any of their current or former directors or executive officers in their capacities as such that is reasonably likely to have a Material

Adverse Effect on CBAN, or challenging the validity or propriety of the transactions contemplated by this Agreement.

(b)       Subject

to Section 9.11, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse

Effect on CBAN, there is no material injunction, order, judgment, decree or regulatory restriction (other than regulatory restrictions

of general application to banks and bank holding companies) imposed upon CBAN, any of its Subsidiaries or the assets of CBAN or any of

its Subsidiaries (or that, upon consummation of the Merger or the Bank Merger would apply to the Surviving Entity or any of its Subsidiaries

or affiliates).

Section 4.14   Tax Matters.

Neither CBAN nor any of its

Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstance, that would be reasonably likely to prevent

the Merger or the Bank Merger from qualifying for U.S. federal income tax purposes as a “reorganization” within the meaning

of Section 368(a) of the Code.

Section 4.15   Agreements

with Regulatory Agencies.

Neither CBAN nor any of its

Subsidiaries is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or

memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary

supervisory letter from, or is subject to any order or directive by, or has adopted any board resolutions at the request of any Governmental

Authority (each a “CBAN Regulatory Agreement”) that restricts, or by its terms will in the future restrict,

the conduct of CBAN’s or any of its Subsidiaries’ business or that in any manner relates to their capital adequacy, credit

or risk management policies, dividend policies, management, business or operations, nor has CBAN or any of its Subsidiaries been advised

by any Governmental Authority that it is considering issuing, initiating, ordering, requesting, recommending, or otherwise proceeding

with (or is considering the appropriateness of any of the aforementioned actions) any CBAN Regulatory Agreement. To CBAN’s Knowledge,

there are no investigations relating to any regulatory matters pending before any Governmental Authority with respect to CBAN or any of

its Subsidiaries.

Section 4.16   Regulatory

Capitalization.

CBAN and its Subsidiaries

are “well-capitalized,” as such term is defined in the applicable state and federal rules and regulations.

Section 4.17   Community

Reinvestment Act, Anti-money Laundering and Customer Information Security.

Neither CBAN nor any of its

Subsidiaries is a party to any agreement with any individual or group regarding Community Reinvestment Act matters and neither CBAN nor

any of its Subsidiaries has Knowledge that any facts or circumstances exist which would cause CBAN or any of its Subsidiaries: (i) to

be deemed not to be in satisfactory compliance with the Community Reinvestment Act, and the regulations promulgated thereunder, or to

be assigned a rating for Community Reinvestment Act purposes by federal or state bank regulators of lower than “satisfactory”;

or (ii) to be deemed to be operating in violation of the Bank Secrecy Act and its implementing regulations (31 C.F.R. Part 103), the USA

PATRIOT Act, any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets

Control, or any other applicable anti-money laundering statute, rule or regulation; or (iii) to be deemed not to be in satisfactory compliance

with the applicable privacy of customer information requirements contained in any federal and state privacy Laws and regulations, including,

without limitation, in Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder. Furthermore, the boards of

directors of CBAN and its Subsidiaries has implemented an anti-money laundering program that contains adequate and appropriate customer

identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements

of Sections 352 and 326 of the USA PATRIOT Act.

Section 4.18   Loans.

As of the date hereof, each

Loan held in CBAN’s or any of its Subsidiaries’

loan portfolio, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect

with respect to CBAN, (i) at the time and under the circumstances in which made, was made for good, valuable and adequate consideration

in the ordinary course of business and are the legal and binding obligations of the obligors thereof (except as enforcement against the

obligors may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws relating to or affecting the

enforcement of creditors’ rights generally, and subject to general principals of equity which may limit the enforcement of certain

remedies), (ii) is evidenced by genuine notes, agreements, or other evidences of indebtedness, (iii) was made in accordance with the lending

policies and underwriting standards of Colony Bank, and (iv) to the extent secured, have been secured, to the Knowledge of CBAN, by valid

Liens and security interests which have been perfected.

Section 4.19   No Financing

CBAN has and will have as of the Effective Time,

without having to resort to external sources, sufficient capital to effect the transactions contemplated by this Agreement.

Section 4.20   Benefits.

(a)       For

purposes of this Agreement, “CBAN Benefit Plans”

means all benefit and compensation plans, contracts, policies or arrangements (i) covering current

or former employees of CBAN or any of its Subsidiaries,

(ii) covering current or former directors of CBAN or any

of its Subsidiaries, or (iii) with respect to which CBAN,

any of its Subsidiaries, Controlled Group Members, or ERISA Affiliates has or

may have any liability or contingent liability including,

but not limited to, “employee benefit plans” within the meaning of Section

3(3) of ERISA, health/welfare, employment, severance, change-of-control, fringe benefit, deferred compensation, defined benefit

plan, defined contribution plan, stock option, stock purchase, stock appreciation rights, stock

based, incentive, bonus plans, retirement plans and other policies, plans or arrangements whether

or not subject to ERISA.

(b)       All

CBAN Benefit Plans are in compliance in all material respects

in form and operation with all applicable Laws, including ERISA

and the Code. All CBAN Benefit Plans have been administered

in all material respects in accordance with their terms. There is no pending or,

to CBAN’s Knowledge, threatened litigation or regulatory

action relating to the CBAN Benefit Plans. Neither CBAN nor

any of its Subsidiaries has engaged in a transaction with respect to any CBAN

Benefit Plan that could reasonably be expected to subject CBAN or any of its Subsidiaries

to a tax or penalty under Section 4975 of the Code or Section

502(i) of ERISA. There are no audits, inquiries, investigations, or

proceedings pending or, to CBAN’s Knowledge, threatened

by any Governmental Authority, or participant claims (other than claims for benefits in the normal course of business), with respect to

any CBAN Benefit Plan. Neither CBAN nor any administrator or fiduciary of any CBAN Benefit Plan

(or any agent of any of the foregoing) that is an employee of CBAN has engaged in any transaction, or acted or failed to act in any manner

with respect to any CBAN Benefit Plan that could subject it to any direct or indirect material liability (by indemnity or otherwise) for

breach of any fiduciary, co-fiduciary, or other duty under ERISA.

Section 4.21   No Other

Representations or Warranties.

Except for the representations

and warranties made by CBAN in this Article IV and for the disclosures contained in the CBAN Disclosure Schedule, neither CBAN

nor any other person makes any express or implied representation or warranty with respect to CBAN, its Subsidiaries or their respective

businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and CBAN hereby disclaims any such other

representations or warranties. CBAN acknowledges and agrees that neither FSRL nor any other person has made or is making any express or

implied representation or warranty other than those contained in Article III and in the FSRL Disclosure Schedule.

Article

COVENANTS

Section 5.01   Covenants

of FSRL.

During the period from the

date of this Agreement and continuing until the Effective Time or the earlier termination of this Agreement in accordance with its terms,

except as expressly contemplated or permitted by this Agreement (including as set forth in the FSRL Disclosure Schedule), required by

Law or with the prior written consent of CBAN (which consent shall not be unreasonably withheld, conditioned or delayed), FSRL shall carry

on its business, including the business of each of its Subsidiaries, in the Ordinary Course of Business in all material respects and consistent

with prudent banking practice. Without limiting the generality of the foregoing, FSRL will use its commercially reasonable best efforts

to (i) preserve its business organizations and assets intact, (ii) keep available to itself and CBAN the present services of the current

officers and employees of FSRL and its Subsidiaries, (iii) preserve for itself and CBAN the goodwill of its customers, employees, lessors

and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans

and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality of and in

furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (w) as set forth in FSRL Disclosure

Schedule 5.01, (x) as required by applicable Law or Governmental Authority, (y) as otherwise expressly required by this Agreement,

or (z) consented to in writing by CBAN (which consent shall not be unreasonably withheld, conditioned or delayed), FSRL shall not and

shall not permit its Subsidiaries to:

(a)       Stock.

(i) Issue, sell, grant, pledge, dispose of, encumber or otherwise permit to become outstanding,

or authorize the creation of, any additional shares of its stock, any Rights,

any new award or grant under the FSRL Stock Plans or otherwise,

or any other securities (including units of beneficial ownership

interest in any partnership or limited liability company), or enter

into any agreement with respect to the foregoing, (ii) except as expressly permitted by this Agreement,

accelerate the vesting of any existing Rights, or (iii)

except as expressly permitted by this Agreement, directly or indirectly

change (or establish a record date for changing), adjust, split, combine, redeem, reclassify, exchange,

purchase or otherwise acquire any shares of its capital stock, or

any other securities (including units of beneficial ownership interest in any partnership

or limited liability company) convertible into or exchangeable

for any additional shares of stock, any Rights issued and outstanding prior to the Effective

Time.

(b)       Dividends;

Other Distributions. Make, declare, pay or set aside for payment of dividends payable in cash,

stock or property on or in respect of, or

declare or make any distribution on, any shares of its capital stock, except for dividends

from wholly-owned Subsidiaries to FSRL.

Employment Agreements, Etc. Enter into or amend or renew

any employment, consulting, compensatory, severance, retention or similar agreements or

arrangements with any director, officer or employee of FSRL

or any of its Subsidiaries, or grant any salary,

wage or fee increase or increase any employee benefit or

pay any incentive or bonus payments, except, in each case, (i) normal increases in base

salary to employees in the Ordinary Course of Business and pursuant to policies currently in effect,

provided that, such increases shall not result in an annual adjustment in base compensation (which includes base salary and any

other compensation other than bonus payments) of more than 5% for any individual or 3% in the aggregate

for all employees of FSRL or any of its Subsidiaries other than

annual increases in base compensation and year-end bonuses disclosed in FSRL Disclosure Schedule 5.01(c), (ii) as specifically

provided for by this Agreement (including, without limitation, as contemplated by Section 5.11 of this Agreement), (iii) as may

be required by Law, (iv) to satisfy the contractual obligations existing as of the date hereof set forth on FSRL Disclosure Schedule

3.16(l), or (iv) as otherwise set forth in FSRL Disclosure Schedule 5.01(c).

(d)       Hiring.

(i) Hire any person as an employee or officer of FSRL or any

of its Subsidiaries, except for at-will employment at an annual rate of base salary not to exceed

$100,000 to fill vacancies that may arise from time to time in the Ordinary Course of Business, or (ii)

promote any employee except to fill vacancies that may arise in the Ordinary Course of Business

or to satisfy contractual obligations existing as of the date of this Agreement and set forth on FSRL Disclosure Schedule 5.01(d).

(e)       Benefit

Plans. Enter into, establish, adopt, amend, modify or terminate (except (i) as may be required

by or to make consistent with applicable Law, (ii) to satisfy

contractual obligations existing as of the date hereof (iii) as previously disclosed to CBAN

and set forth in FSRL Disclosure Schedule 5.01(e), or (iv) as may be required pursuant

to the terms of this Agreement (including, without limitation, as contemplated by Section 5.11

of this Agreement)) any FSRL Benefit Plan.

(f)       Transactions

with Affiliates. Except pursuant to agreements or arrangements

in effect on the date hereof and set forth in FSRL Disclosure

Schedule 5.01(f), pay, loan or advance any amount to, or

sell, transfer or lease any properties or assets

(real, personal or mixed, tangible or intangible) to, or

enter into any agreement or arrangement with, any of its officers or

directors or any of their immediate family members or any

Affiliates or Associates of any of its officers or directors

other than compensation or business expense advancements or reimbursements

in the Ordinary Course of Business.

(g)       Dispositions.

Except as set forth in FSRL Disclosure Schedule 3.13(a), sell, license, lease, transfer, mortgage, pledge, encumber or

otherwise dispose of or discontinue any of its rights,

assets, deposits, business or properties or cancel or

release any indebtedness owed to FSRL or any of its Subsidiaries.

(h)       Acquisitions.

Acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary

capacity or in satisfaction of debts previously contracted in good faith, in each case in the Ordinary

Course of Business) all or any portion of the assets, debt, business, deposits or

properties of any other entity or Person, except for purchases specifically approved by

CBAN pursuant to any other applicable paragraph of this Section 5.01.

(i)       Capital

Expenditures. Except as set forth in FSRL Disclosure Schedule 5.01(i), make any capital

expenditures in amounts exceeding $50,000 individually, or $250,000 in the aggregate, provided

that CBAN shall grant or deny its consent to emergency repairs or replacements necessary to prevent substantial deterioration of the condition

of a property within two (2) Business Days of its receipt of a written request from FSRL.

(j)       Governing

Documents. Amend FSRL’s articles of incorporation or

bylaws or any equivalent documents of FSRL’s Subsidiaries.

(k)       Accounting

Methods. Implement or adopt any change in its accounting principles, practices or

methods, other than as may be required by applicable Laws or GAAP or applicable accounting

requirements of any Governmental Authority, in each case, including

changes in the interpretation or enforcement thereof.

(l)       Contracts.

Enter into, amend, modify, terminate, renew, extend, or waive any material

provision of, any FSRL Material Contract, Lease or Insurance

Policy, or make any change in any instrument or agreement

governing the terms of any of its securities, or material lease, license or

contract, or enter into any contract that would constitute a FSRL

Material Contract if it were in effect on the date of this Agreement, except for any amendments,

modifications or terminations reasonably requested by CBAN.

(m)       Claims.

Other than settlement of foreclosure actions in the Ordinary Course of Business, (i) enter into

any settlement or similar agreement with respect to any

action, suit, proceeding, order or investigation to which FSRL

or any of its Subsidiaries is or becomes a party

after the date of this Agreement, which settlement or agreement

involves payment by FSRL or any of its Subsidiaries of

an amount which exceeds $50,000 individually or $150,000 in the aggregate and/or

would impose any material restriction on the business of FSRL

or any of its Subsidiaries or (ii) waive or release

any material rights or claims, or agree or

consent to the issuance of any injunction, decree, order or judgment restricting or

otherwise affecting its business or operations.

(n)       Banking

Operations. (i) Enter into any material new line of business, introduce any material

new products or services, any material marketing

campaigns or any material new sales compensation or

incentive programs or arrangements; (ii) change in any material

respect its lending, investment, underwriting, risk and asset liability management and other banking and operating policies, except

as required by applicable Law, regulation or policies imposed

by any Governmental Authority; (iii) make any material changes

in its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or

buying or selling rights to service Loans,

its hedging practices and policies; and (iv) incur any material liability or

obligation relating to retail banking and branch merchandising, marketing and advertising activities and initiatives except in

the Ordinary Course of Business.

(o)       Derivative

Transactions. Enter into any Derivative Transaction other than in the Ordinary

Course of Business consistent with past practice.

(p)       Indebtedness.

Incur any indebtedness for borrowed money other than in the Ordinary Course of Business consistent

with past practice with a term not in excess of twelve (12) months (other than creation of deposit liabilities or

sales of certificates of deposit in the Ordinary Course of Business), or

incur, assume or become subject to, whether directly or

by way of any guarantee or otherwise, any obligations or

liabilities (absolute, accrued, contingent or otherwise) of any other Person,

other than the issuance of letters of credit in the Ordinary Course of Business and in accordance

with the restrictions set forth in Section 5.01(s).

(q)       Investment

Securities. Unless mutually agreed upon by the Parties, (i) other than in the Ordinary Course of Business

consistent with past practice, acquire, sell or otherwise dispose of any debt security or equity investment (other than obligations

of the government of the United States or agencies of the United States or state or local governments having maturities of not more than

five (5) years and which municipal obligations have been assigned a rating of A2 or better by Moody’s Investors Service or A or

better by Standard and Poor’s), or any certificates of deposits issued by other banks, nor (ii) change the classification method

for any of the FSRL Investment Securities from “held to maturity” to “available for sale” or from “available

for sale” to “held to maturity,” as those terms are used in ASC 320.

(r)       Deposits.

Other than in the Ordinary Course of Business, make any changes to deposit pricing or acquire any

“brokered deposits” except for any extensions or renewals of existing brokered deposits.

(s)       Loans.

Except for loans or extensions of credit approved and/or committed as of the date hereof that are listed in FSRL Disclosure Schedule

5.01(s), (i) make, renew, renegotiate, increase, extend or modify any (A) unsecured loan, if the amount of such unsecured loan, together

with any other outstanding unsecured loans made by FSRL or any of its Subsidiaries to such borrower or its Affiliates, would be in excess

of $100,000, in the aggregate, (B) loan secured by other than a first lien in excess of $500,000, (C) loan in excess of FFIEC regulatory

guidelines relating to loan to value ratios, (D) loan secured by a first lien residential mortgage and with no loan policy exceptions

in excess of $750,000, (E) secured loan over $2,000,000, (F) any loan that is not made in conformity with FSRL’s ordinary course

lending policies and guidelines in effect as of the date hereof, or (G) loan, whether secured or unsecured, if the amount of such loan,

together with any other outstanding loans (without regard to whether such other loans have been advanced or remain to be advanced), would

result in the aggregate outstanding loans to any borrower of FSRL or any of its Subsidiaries (without regard to whether such other loans

have been advanced or remain to be advanced) to exceed $2,000,000, (ii) sell any loan or loan pools in excess of $1,000,000 in principal

amount or sale price (other than residential mortgage loan pools sold in the Ordinary Course of Business), or (iii) acquire any servicing

rights, or sell or otherwise transfer any loan where FSRL or any its Subsidiaries retains any servicing rights (except for servicing rights

acquired or sold in the Ordinary Course of Business with Fannie Mae or Freddie Mac). Any loan in excess of the limits set forth in this

Section 5.01(s) shall require the prior written approval of the President or Chief Credit Officer of Colony Bank, which approval

or rejection shall be given in writing within one (1) Business Day after the loan package is delivered to such individual.

(t)       Investments

or Developments in Real Estate. Make any investment or commitment to invest in real

estate or in any real estate development project other than by way of foreclosures or deed in lieu

thereof or make any investment or commitment to develop,

or otherwise take any actions to develop any real estate owned by FSRL

or its Subsidiaries.

(u)       Taxes.

Make or change any material Tax election, file any material

amended Tax Return, enter into any material closing agreement

with respect to Taxes, settle or compromise any material

liability with respect to Taxes, agree to any material adjustment

of any Tax attribute, file any claim for a material

refund of Taxes, or consent to any extension or

waiver of the limitation period applicable to any material Tax claim or assessment, provided

that, for purposes of this Section 5.01(u), “material” means affecting or

relating to $50,000 or more in Taxes or $150,000

or more of taxable income.

(v)       Tax

Treatment of Each of the Merger and the Bank Merger. Take any action that is intended or is reasonably likely to result in

either the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code.

(w)       Compliance

with Agreements. Commit any act or omission which constitutes a material breach or default by FSRL or any of its Subsidiaries under

any agreement with any Governmental Authority or under any FSRL Material Contract, Lease, the Fannie Mae Seller Guide, the Freddie Mac

Seller Guide or other material agreement or material license to which FSRL or any of its Subsidiaries is a party or by which any of them

or their respective properties are bound or under which any of them or their respective assets, business, or operations receives benefits.

(x)       Environmental

Assessments. Foreclose on or take a deed or title to any real estate other than single-family residential properties without first

conducting an ASTM International (“ASTM”) E1527-13 Phase I Environmental Site Assessment (or any applicable

successor standard) of the property that satisfies the requirements of 40 C.F.R. Part 312 (“Phase I”), or foreclose

on or take a deed or title to any real estate other than single-family residential properties if such environmental assessment indicates

the presence or likely presence of any Hazardous Substances under conditions that indicate an existing release, a past release, or a material

threat of a release of any Hazardous Substances into structures on the property or into the ground, ground water, or surface water of

the property.

(y)       Adverse

Actions. Take any action or knowingly fail to take any action not contemplated by this Agreement

that is intended or is reasonably likely to (i) prevent, delay or

impair FSRL’s ability to consummate the Merger or

the transactions contemplated by this Agreement or (ii) agree to take, make any commitment

to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited

by this Section 5.01.

(z)       Capital

Stock Purchase. Except as required by an FSRL Benefit Plan for purposes of satisfying tax withholding obligations related to the vesting

of awards granted thereunder, or otherwise required by the ESOP, directly or indirectly repurchase, redeem or otherwise acquire any shares

of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

(aa)   Facilities.

Except as required by Law, file any application or make

any contract or commitment for the opening, relocation or closing

of any, or open, relocate or close any, branch office,

loan production or servicing facility or automated banking

facility, except for any change that may be requested by CBAN.

(bb)   Restructure.

Merge or consolidate itself or any of its Subsidiaries

with any other Person, or restructure, reorganize

or completely or partially liquidate or

dissolve it or any of its Subsidiaries.

(cc)   Loan Workouts.

Compromise, resolve, or otherwise “workout” any delinquent or troubled loan, other than any loan workout in the Ordinary Course

of Business.

(dd)   Commitments.

(i) Enter into any contract with respect to, or otherwise agree or

commit to do, or adopt any resolutions of its board of directors or

similar governing body in support of, any of the foregoing or (ii) take any action that

is intended or expected to result in any of its representations and warranties set forth in this

Agreement being or becoming untrue in any material

respect at any time prior to the Effective Time, or in

any of the conditions to the Merger not being satisfied in any material respect or

in a violation of any provision of this Agreement, except, in every case, as may be required

by applicable Law.

Section 5.02   Covenants

of CBAN.

(a)       Affirmative

Covenants. From the date hereof until the Effective Time,

CBAN will carry on its business consistent with prudent banking practices and in compliance in

all material respects with all applicable Laws.

(b)       Negative

Covenants. From the date hereof until the Effective Time,

except as expressly permitted or contemplated by this Agreement, or as required by applicable law or a

Governmental Authority, or with the prior written consent of FSRL during the period from the date of this Agreement to the Effective Time,

CBAN shall not, and shall not permit any of its Subsidiaries to:

(i)       Take

any action or knowingly fail to take any action that is intended or is reasonably likely to result in either the Merger or the Bank Merger

failing to qualify as a “reorganization” under Section 368(a) of the Code;

(ii)       Take

any action or knowingly fail to take any action that is reasonably likely to prevent, delay or

impair CBAN’s ability to consummate the Merger or

the transactions contemplated by this Agreement or Colony Bank’s ability to consummate the

Bank Merger or perform any of its obligations under the Bank Plan of Merger; or

(iii)       agree

to take, make any commitment to take, or adopt any resolutions of its board of directors in support

of, any of the actions prohibited by this Section 5.02.

Section 5.03   Commercially

Reasonable Efforts.

Subject to the terms and conditions

of this Agreement, each of the Parties agrees to use commercially reasonable efforts in good faith to take, or cause to be taken, all

actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws, so as to permit consummation

of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article

VI, and shall reasonably cooperate with the other Party to that end.

Section 5.04   Shareholder

Approvals.

(a)       Each

of CBAN and FSRL shall call, give notice of, convene and hold a meeting of its shareholders (the “CBAN Meeting”

and the “FSRL Meeting,” respectively) as soon as reasonably practicable (subject to applicable notice requirements)

after the Registration Statement is declared effective for the purpose of obtaining the Requisite CBAN Shareholder Approval and the Requisite

FSRL Shareholder Approval required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other

matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance

of shares contemplated thereby (as applicable). The board of directors of each of CBAN and FSRL shall use its commercially reasonable

efforts to obtain from the shareholders of CBAN and FSRL, as the case may be, the Requisite CBAN Shareholder Approval, in the case of

CBAN, and the Requisite FSRL Shareholder Approval, in the case of FSRL, including by communicating to its respective shareholders its

recommendation (and including such recommendation in the Proxy Statement/Prospectus) that they approve this Agreement and the transactions

contemplated hereby, including, with respect to CBAN, the CBAN Common Stock Issuance. CBAN or FSRL shall adjourn or postpone the CBAN

Meeting or the FSRL Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient

shares of CBAN Common Stock or the FSRL Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary

to conduct the business of such meeting, or if on the date of such meeting CBAN or FSRL as applicable, has not received proxies representing

a sufficient number of shares necessary to obtain the Requisite CBAN Shareholder Approval or the Requisite FSRL Shareholder Approval.

Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the CBAN

Meeting and FSRL Meeting shall be convened, the CBAN Common Stock Issuance shall be submitted to the shareholders of CBAN, and this Agreement

shall be submitted to the shareholders of FSRL, at the CBAN Meeting and FSRL Meeting, respectively, for the purpose of voting on the approval

of such proposals and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either CBAN or FSRL

of such obligation. CBAN and FSRL shall use their commercially reasonable efforts to cooperate to hold the CBAN Meeting and FSRL Meeting

as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective,

and to set the same record date for each such meeting.

(b)       Except

to the extent provided otherwise in Section 5.09, the board of directors of FSRL shall at

all times prior to and during the FSRL Meeting recommend approval of this Agreement

by the shareholders of FSRL and the transactions contemplated

hereby (including the Merger) and any other matters

required to be approved by FSRL’s shareholders for consummation of the Merger

and the transactions contemplated hereby (the “FSRL

Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify

such recommendation in a manner adverse in any respect to the interests of CBAN or take any other

action or make any other public statement inconsistent with such recommendation and the Proxy

Statement-Prospectus shall include the FSRL Recommendation.

FSRL shall not take any action that would constitute a “FSRL Subsequent Determination,” including publicly proposing to change,

qualify, withhold or withdraw the FSRL Recommendation, or adopting, approving or recommending any alternative transaction. In the event

that there is present at such meeting, in person or by proxy, sufficient favorable voting power

to secure the Requisite FSRL Shareholder Approval, FSRL will

not adjourn or postpone the FSRL Meeting unless FSRL

is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of FSRL.

FSRL shall keep CBAN updated with respect to the proxy solicitation

results in connection with the FSRL Meeting as reasonably requested by CBAN.

board of directors of CBAN shall at all times prior to and during the CBAN

Meeting recommend approval of the CBAN Common Stock Issuance by the shareholders of CBAN and

any other matters required to be approved by CBAN’s shareholders for the CBAN Common Stock

Issuance (the “CBAN Recommendation”) and shall not withhold, withdraw, amend, modify, change or

qualify such recommendation in a manner adverse in any respect to the interests of FSRL or take

any other action or make any other public statement inconsistent with such recommendation and the

Proxy Statement-Prospectus shall include such recommendation.

In the event that there is present at such meeting, in person or by proxy, sufficient favorable

voting power to secure the Requisite CBAN Shareholder Approval, CBAN

will not adjourn or postpone the CBAN Meeting unless

CBAN is advised by counsel that failure to do so would result in a breach of the fiduciary duties

of the board of directors of CBAN. CBAN shall keep FSRL

updated with respect to the proxy solicitation results in connection with the CBAN Meeting as

reasonably requested by FSRL.

Section 5.05   Registration

Statement; Proxy Statement-Prospectus; NYSE Listing.

(a)       CBAN

and FSRL agree to cooperate in the preparation of the Registration

Statement. FSRL shall use its reasonable best efforts to deliver to CBAN

such financial statements and related analysis of FSRL,

including “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” of FSRL, as may be required in order to file the Registration

Statement, and any other report required to be filed by CBAN with the SEC,

in each case, in compliance in all material respects with applicable Laws, and shall, as promptly

as practicable following execution of this Agreement, prepare and deliver drafts of such information

to CBAN to review. Subject to FSRL’s cooperation as provided in this Section 5.05(a),

within sixty (60) days of the date of this Agreement, CBAN shall file with the SEC the Registration Statement. Each of CBAN

and FSRL agree to use their respective commercially reasonable

efforts to cause the Registration Statement to be declared effective by the SEC

as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate

the Merger and the other transactions contemplated by this Agreement. CBAN also agrees to use

commercially reasonable efforts to obtain any necessary state securities Law or “blue

sky” permits and approvals required to carry out the transactions contemplated by this Agreement.

FSRL agrees to cooperate with CBAN and CBAN’s

counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from FSRL’s

independent auditors in connection with the Registration Statement and the Proxy

Statement-Prospectus. After the Registration Statement is declared effective under the Securities

Act, FSRL, at its sole expense, shall promptly mail or cause

to be mailed the Proxy Statement-Prospectus to its shareholders.

(b)       CBAN

will advise FSRL, promptly after CBAN receives notice

thereof, of the time when the Registration Statement has become effective or

any supplement or amendment has been filed, of the issuance of any stop order or

the suspension of the qualification of CBAN Common Stock for offering or

sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose,

or of any request by the SEC for the amendment or

supplement of the Registration Statement or upon the receipt of any comments (whether written

or oral) from the SEC or its staff. CBAN

will provide FSRL and its counsel with a reasonable opportunity to review and comment on

the Registration Statement and the Proxy Statement-Prospectus,

and all responses to requests for additional information by and replies to comments of the SEC prior

to filing such with, or sending such to, the SEC, and CBAN

will provide FSRL and its counsel with a copy of all such filings made with the SEC.

If at any time prior to the Effective Time there shall occur any event that should be disclosed in an amendment or

supplement to the Proxy Statement-Prospectus or the Registration

Statement so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary

to make the statements therein, in light of the circumstances under which they were made, not misleading, CBAN

shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement

with the SEC (if required under applicable Law) and cooperate

with FSRL to mail such amendment or supplement to FSRL

shareholders (if required under applicable Law).

will use its commercially reasonable efforts to cause the shares of CBAN Common Stock to

be issued in connection with the transactions contemplated by this Agreement to be approved for

listing on NYSE, subject to official notice of issuance, prior to the Effective

Time.

Section 5.06   Regulatory

Filings; Consents.

(a)       Each

of CBAN and FSRL and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to promptly prepare

all documentation (including the Registration Statement and the Proxy Statement-Prospectus), and to effect all filings, to obtain all

permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions

contemplated by this Agreement, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to

consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals

and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable,

including obtaining all necessary, proper or advisable approvals, authorizations, actions or non-actions, waivers, permits, consents,

qualifications and exemptions from Governmental Authorities and all non-governmental Persons, and executing and delivering any additional

documents or instruments reasonably necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry

out the purposes of, this Agreement; provided, however, notwithstanding the foregoing or anything to the contrary in this

Agreement, nothing contained herein shall be deemed to require CBAN or any of its Subsidiaries or FSRL or any of its Subsidiaries to take

any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with

obtaining the foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely

to have a material and adverse effect (measured on a scale relative to FSRL) on the condition (financial or otherwise), results of operations,

liquidity, assets or deposit liabilities, properties or business of CBAN, FSRL, the Surviving Entity or the Surviving Bank, after giving

effect to the Merger (“Burdensome Condition”). CBAN and FSRL

will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries,

directors, trustees, officers and shareholders and such other matters as may be necessary or advisable

in connection with any application, petition or any other statement or

application made by or on behalf of CBAN or FSRL to

any Governmental Authority in connection with the transactions contemplated by this Agreement.

Each Party shall have the right to review and approve in advance all characterizations of the information

relating to such party and any of its Subsidiaries that

appear in any filing made in connection with the transactions contemplated by this Agreement with

any Governmental Authority. In addition, CBAN and FSRL

shall each furnish to the other for review a copy of each non-confidential portion of such filing made in connection with the transactions

contemplated by this Agreement with any Governmental Authority

prior to its filing. Without limiting the foregoing, FSRL and CBAN shall use their reasonable best efforts to obtain and shall

cooperate with each other in obtaining the Fannie Mae’s, Freddie Mac’s and the SBA’s respective authorizations to transfer

FSRL’s Fannie Mae Seller Servicer approval, Freddie Mae Seller Servicer approval and SBA lender approval to CBAN.

(b)       FSRL

will use its reasonable best efforts, and CBAN shall reasonably cooperate with FSRL

at FSRL’s request, to obtain all consents, approvals, authorizations, waivers or

similar affirmations described on FSRL Disclosure Schedule 3.13(c) or that

are otherwise required to be obtained under the terms of any FSRL Material Contract in order to prevent

the consummation of the transactions contemplated by this Agreement from constituting a default under such FSRL Material Contract or creating

any lien, claim, or charge upon any of the assets of FSRL or any of its Subsidiaries. Each Party

will notify the other Party promptly and shall promptly furnish the other Party

with copies of notices or other communications received by such Party

or any of its Subsidiaries of any communication from any Person

alleging that the consent of such Person (or another

Person) is or may be required in connection with the transactions

contemplated by this Agreement (and the response thereto from such Party,

its Subsidiaries or its representatives). FSRL will consult

with CBAN and its representatives as often as practicable under the circumstances so as to permit

FSRL and CBAN and their respective representatives to cooperate

to take appropriate measures to obtain such consents and avoid or mitigate any adverse consequences

that may result from the foregoing.

Party shall have the right to review in advance, and, to the extent reasonably practicable, consult with the other Party, subject to applicable

Law, confidentiality obligations and regulatory requirements and without delaying any required filing, all information relating to such

Party or any of its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority in

connection with the transactions contemplated by this Agreement.

Section 5.07   Publicity.

CBAN and FSRL shall consult

with each other before issuing any press release with respect to this Agreement or the transactions contemplated hereby and shall not

issue any such press release or make any such public statement without the prior consent of the other Party, which shall not be unreasonably

delayed or withheld; provided, however, that a party may, without the prior consent of the other party (but after such consultation,

to the extent practicable in the circumstances), issue such press release or make such public statements as may upon the advice of counsel

be required by Law or the rules and regulations of any stock exchanges. It is understood that CBAN shall assume primary responsibility

for the preparation of joint press releases relating to this Agreement, the Merger and the other transactions contemplated hereby.

Section 5.08   Access;

Current Information.

(a)       For

the purposes of verifying the representations and warranties of the other and preparing for the Merger

and the other matters contemplated by this Agreement, upon reasonable notice and subject

to applicable Laws, FSRL agrees to afford CBAN

and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours

at any time and from time to time throughout the period prior to the Effective Time to FSRL’s

and its Subsidiaries’ books, records (including, without

limitation, Tax Returns and work papers of independent auditors), information technology systems,

business, properties and personnel and to such other information relating to them as CBAN may reasonably

request and FSRL shall use its commercially reasonable efforts to provide any appropriate notices

to employees and/or customers in accordance with applicable Law

and FSRL’s privacy policy and, during such period, FSRL

shall furnish to CBAN, upon CBAN’s reasonable

request, all such other information concerning the business, properties and personnel of FSRL and its Subsidiaries that is substantially

similar in scope to the information provided to CBAN in connection with its diligence review prior

to the date of this Agreement. Within thirty (30) days of the date of this Agreement, FSRL will

furnish to CBAN true and complete copies of all deeds and other documentation evidencing ownership of the real properties set forth in

FSRL Disclosure Schedule Section 3.31(a), and complete copies of the title insurance policies and surveys for each property, together

with any mortgages, deeds of trust, and security agreements to which such property is subject.

(b)       For

the purposes of verifying the representations and warranties of the other and preparing for the Merger

and the other matters contemplated by this Agreement, during the period of time from the

date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws,

CBAN agrees to furnish to FSRL such information as FSRL may reasonably request concerning the business of CBAN and its Subsidiaries that

is substantially similar in scope to the information provided to FSRL in connection with its diligence review prior to the

date of this Agreement.

promptly as reasonably practicable after they become available, FSRL will furnish to CBAN

copies of the board packages distributed to the board of directors of FSRL or any of its

Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial

control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board

of directors of FSRL or any committee thereof relating to the financial performance and risk management

of FSRL.

(d)       During

the period from the date of this Agreement to the Effective Time,

at the reasonable request of either Party, the other Party will

cause one or more of its designated representatives to confer with representatives of the Requesting

Party and to report the general status of the ongoing operations of the other Party

and its Subsidiaries. Without limiting the foregoing, FSRL

agrees to provide to CBAN (i) to the extent permitted by applicable Law, a copy of each

report filed by FSRL or any of its Subsidiaries with a Governmental

Authority, (ii) a copy of FSRL’s monthly loan trial balance, and (iii) a copy of FSRL’s

monthly statement of condition and profit and loss statement and, if requested by CBAN, a copy

of FSRL’s daily statement of condition and daily profit and loss statement, in each case,

which shall be provided as promptly as reasonably practicable after it is filed or prepared, as

applicable. FSRL further agrees to provide CBAN, no later than ten (10) Business Days following the end of each calendar month following

the date hereof, any supplements to FSRL Disclosure Schedule 3.20, FSRL Disclosure Schedule 3.23(a), and FSRL Disclosure

Schedule 3.23(b) that would be required if the references to March 31, 2026 in each corresponding representation and warranty of FSRL

were changed to the date of the most recently ended calendar month.

(e)       No

investigation by a Party or its representatives shall be deemed to modify or

waive any representation, warranty, covenant or agreement of the

other Party set forth in this Agreement, or the conditions

to the respective obligations of CBAN and FSRL to consummate

the transactions contemplated hereby.

(f)       Notwithstanding

anything to the contrary in this Section 5.08, no Party shall be required to provide the

other Party with any documents where such access or disclosure would result in the waiver by it of the privilege protecting communications

between it and any of its counsel, where such access or disclosure would contravene any applicable Law or binding agreement entered into

prior to the date of this Agreement or involving information related to the negotiation, discussions or preparation of this Agreement.

In the event any of the restrictions in this Section 5.08(f) shall apply, such Party shall use

its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality

issues relating to documents prepared or held by third parties

(including work papers), and the Parties will make

appropriate alternate disclosure arrangements, including adopting additional specific procedures

to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.

Section 5.09   No Solicitation

by FSRL; Superior Proposals.

(a)       Except

as permitted by Section 5.09(b), FSRL shall not, and shall cause its Subsidiaries and

each of their respective officers, directors and employees not to, and will not authorize any investment bankers, financial advisors,

attorneys, accountants, consultants, affiliates or other agents of FSRL

or any of FSRL’s Subsidiaries (collectively, the “FSRL

Representatives”) to, directly or indirectly, (i) initiate, solicit, induce

or knowingly encourage, or take any action to facilitate

the making of, any inquiry, offer or proposal which constitutes, or

could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any

discussions or negotiations regarding any Acquisition Proposal

or furnish, or otherwise afford access, to any Person (other

than CBAN) any information or data with respect to FSRL

or any of its Subsidiaries or otherwise relating to an Acquisition

Proposal; (iii) release any Person from, waive any provisions of, or

fail to enforce any confidentiality agreement or standstill agreement

to which FSRL is a party; or

(iv) enter into any agreement, confidentiality agreement, agreement

in principle or letter of intent with respect to any Acquisition

Proposal or approve or resolve to approve any Acquisition

Proposal or any agreement, agreement in principle

or letter of intent relating to an Acquisition Proposal.

Any violation of the foregoing restrictions by any of the FSRL Representatives, whether or not such FSRL Representative is so authorized

and whether or not such FSRL Representative is purporting to act on behalf of FSRL or otherwise, shall be deemed to be a breach of this

Agreement by FSRL. FSRL and its Subsidiaries shall, and shall cause each of the FSRL Representatives to,

immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons

with respect to any existing or potential Acquisition Proposal.

FSRL shall promptly (and in any event within one (1) Business Day after the date hereof) terminate access by any such Person to any data

room (virtual or actual) or other information repositories containing information of or relating to FSRL or its Subsidiaries.

For purposes of this Agreement,

“Acquisition Proposal” means any inquiry, offer or proposal (other than an inquiry, offer or proposal from CBAN),

whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, an Acquisition Transaction.

For purposes of this Agreement,

“Acquisition Transaction” means (A) any transaction or series of transactions involving any merger, consolidation,

recapitalization, share exchange, liquidation, dissolution or similar transaction involving FSRL or any of its Subsidiaries; (B) any transaction

pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly,

a significant portion of the assets of FSRL or any of its Subsidiaries; (C) any issuance, sale or other disposition of (including by way

of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities

convertible into, such securities) representing 20% or more of the votes attached to the outstanding securities of FSRL or any of its

Subsidiaries; (D) any tender offer or exchange offer that, if consummated, would result in any third party or group beneficially owning

20% or more of any class of equity securities of FSRL or any of its Subsidiaries; or (E) any transaction which is similar in form, substance

or purpose to any of the foregoing transactions, or any combination of the foregoing.

For purposes of this Agreement,

“Superior Proposal” means a bona fide, unsolicited Acquisition Proposal (i) that if consummated would result

in a third party (or in the case of a direct merger between such third party and FSRL or any of its Subsidiaries, the shareholders of

such third party) acquiring, directly or indirectly, more than 50% of the outstanding FSRL Stock or more than 50% of the assets of FSRL

and its Subsidiaries, taken as a whole, for consideration consisting of cash and/or securities and (ii) that the board of directors of

FSRL reasonably determines in good faith, after consultation with its outside financial advisor and outside legal counsel, (A) is reasonably

capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions

contained therein and the person making such Acquisition Proposal, and (B) taking into account any changes to this Agreement proposed

by CBAN in response to such Acquisition Proposal, as contemplated by Section 5.09(c), and all financial, legal, regulatory and

other aspects of such takeover proposal, including all conditions contained therein and the person making such proposal, is more favorable

to the shareholders of FSRL from a financial point of view than the Merger.

(b)       Notwithstanding

Section 5.09(a) or any other provision of this Agreement,

prior to the date of the FSRL Meeting, FSRL may take any

of the actions described in Section 5.09(a) if, but only if, (i) FSRL has received a bona

fide unsolicited written Acquisition Proposal that did not result from a breach of Section 5.09(a);

(ii) the board of directors of FSRL reasonably determines in good faith, after consultation with

and having considered the advice of its outside financial advisor and outside legal counsel, that (A) such Acquisition

Proposal constitutes or is reasonably likely to lead to a Superior

Proposal and (B) it is reasonably necessary to take such actions to comply with its fiduciary duties to FSRL’s

shareholders under applicable Law; (iii) FSRL has provided

CBAN with at least three (3) Business Days’ prior

notice of such determination; and (iv) prior to furnishing or affording access to any information

or data with respect to FSRL or any of its Subsidiaries

or otherwise relating to an Acquisition Proposal, FSRL receives

from such Person a confidentiality agreement with terms

no less favorable to FSRL than those contained in the confidentiality agreement

with CBAN. FSRL shall provide CBAN with at least

three (3) Business Days’ prior written notice before entering into any such confidentiality agreement. For the avoidance of doubt,

FSRL shall not enter into any confidentiality agreement that provides any Person with exclusive rights to negotiate with FSRL or that

otherwise prohibits FSRL from complying with its obligations under this Section 5.09. FSRL shall promptly provide to CBAN

any non-public information regarding FSRL or its Subsidiaries

provided to any other Person which was not previously provided to CBAN,

such additional information to be provided no later than the date of provision of such information to such other party.

shall promptly (and in any event within twenty-four (24) hours) notify CBAN in writing if

any proposals or offers are received by, any information is requested from, or

any negotiations or discussions are sought to be initiated or

continued with, FSRL or the FSRL Representatives,

in each case in connection with any Acquisition Proposal, and such notice shall indicate the name

of the Person initiating such discussions or negotiations

or making such proposal, offer or information request and

the material terms and conditions of any proposals or offers

and shall include an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other related written materials

(including e-mails or other electronic communications). FSRL agrees that it shall keep CBAN

informed, on a reasonably current basis, of the status and terms of any such proposal, offer, information request, negotiations

or discussions (including any amendments or

modifications to such proposal, offer or request).

(d)       Neither

the board of directors of FSRL nor any committee thereof shall (i) withdraw, qualify, amend or

modify, or propose to withdraw, qualify, amend or modify,

in a manner adverse to CBAN in connection with the transactions contemplated by this Agreement

(including the Merger), the FSRL Recommendation,

fail to reaffirm the FSRL Recommendation within three (3) Business

Days following a request by CBAN, or make any statement,

filing or release, in connection with the FSRL Meeting or otherwise,

inconsistent with the FSRL Recommendation (it being understood that taking a neutral position or

no position with respect to an Acquisition Proposal shall be considered an adverse modification

of the FSRL Recommendation); (ii) approve or recommend,

or propose to approve or recommend, any Acquisition

Proposal; or (iii) enter into (or cause FSRL

or any of its Subsidiaries to enter into) any letter of intent, agreement

in principle, acquisition agreement or other agreement (A)

related to any Acquisition Transaction (other than a confidentiality agreement

entered into in accordance with the provisions of Section 5.09(b)) or (B) requiring

FSRL to abandon, terminate or fail to consummate the Merger

or any other transaction contemplated by this Agreement.

(e)       Notwithstanding

Section 5.09(d), prior to the date of the FSRL Meeting, the board of directors of FSRL

may withdraw, qualify, amend or modify the FSRL Recommendation (a “FSRL

Subsequent Determination”) after the fifth (5th) Business Day following

CBAN’s receipt of a notice (the “Notice of Superior

Proposal”) from FSRL advising CBAN that

the board of directors of FSRL has decided (in good faith after consultation with its outside legal

counsel and financial advisor) that a bona fide unsolicited written Acquisition Proposal that it

received (that did not result from a breach of Section 5.09(a)) constitutes a Superior Proposal

if, but only if, (i) the board of directors of FSRL has

determined in good faith, after consultation with and having considered the advice of outside legal counsel and its financial advisor,

that it is reasonably necessary to take such actions to comply with its fiduciary duties to FSRL’s

shareholders under applicable Law, (ii) during the five (5) Business

Day period after receipt of the Notice of Superior Proposal by CBAN

(the “Notice Period”), FSRL and

the board of directors of FSRL shall have cooperated and negotiated in good faith with CBAN

to make such adjustments, modifications or amendments to the terms and conditions of this

Agreement as would enable FSRL to proceed with the FSRL

Recommendation without a FSRL Subsequent Determination; provided, however,

that CBAN shall not have any obligation to propose any adjustments, modifications or

amendments to the terms and conditions of this Agreement and (iii) at the end of the Notice

Period, after taking into account any such adjusted, modified or amended terms as may have

been proposed by CBAN since its receipt of such Notice of Superior

Proposal, the board of directors of FSRL has again in good faith made the determination

(A) in clause (i) of this Section 5.09(e) and (B) that such Acquisition

Proposal constitutes a Superior Proposal. In the event of any material

revisions to the Superior Proposal, FSRL shall be

required to deliver a new Notice of Superior Proposal to CBAN and

again comply with the requirements of this Section 5.09(e), except that the Notice Period shall

be reduced to three (3) Business Days.

(f)       Notwithstanding

any FSRL Subsequent Determination, this Agreement shall

be submitted to FSRL’s shareholders at the FSRL Meeting for

the purpose of voting on the approval of this Agreement and the

transactions contemplated hereby (including the Merger)

and nothing contained herein shall be deemed to relieve FSRL of

such obligation; provided, however, that if the board of directors of FSRL shall

have made a FSRL Subsequent Determination with respect to a Superior

Proposal, then the board of directors of FSRL may recommend approval of such Superior

Proposal by the shareholders of FSRL and may submit this Agreement

to FSRL’s shareholders without recommendation, in which event the board of directors

of FSRL shall communicate the basis for its recommendation of such Superior

Proposal and the basis for its lack of a recommendation with respect to this Agreement and

the transactions contemplated hereby to FSRL’s shareholders

in the Proxy Statement-Prospectus or an appropriate amendment or

supplement thereto.

(g)       Nothing

contained in this Section 5.09 shall prohibit FSRL or the board of directors of FSRL

from complying with FSRL’s obligations required under Rule 14e-2(a) promulgated under

the Exchange Act; provided, however, that any such disclosure relating to an Acquisition

Proposal (other than a “stop, look and listen” or similar communication of the

type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed a change in the FSRL

Recommendation unless the board of directors of FSRL reaffirms the FSRL

Recommendation in such disclosure.

Section 5.10   Indemnification.

(a)       For

a period of six (6) years from and after the Effective Time, and in any event subject to the provisions

of Section 5.10(c), CBAN shall indemnify and hold harmless the present and former directors

and officers of FSRL and its Subsidiaries (each an “Indemnified Party”),

against all costs, expenses (including reasonable attorney’s fees), judgments, fines, losses,

claims, damages or liabilities or amounts that are paid in settlement (which settlement shall require

the prior written consent of CBAN, which consent shall not be unreasonably withheld) of or in connection with any claim,

action, suit, proceeding or investigation, whether civil, criminal, administrative or

investigative (each a “Claim”), arising out of actions or omissions

of such persons in the course of performing their duties for FSRL or any of its Subsidiaries occurring at or before the Effective Time

(including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before,

or after, the Effective Time, to the same extent permitted under the organizational documents of FSRL and its Subsidiaries in effect on

the date of this Agreement to the extent permitted by applicable Law;

provided, however, that that notwithstanding anything to the contrary contained in the organizational documents of the FSRL or

its Subsidiaries, CBAN shall have no obligation to provide indemnification under this paragraph (a) to any Indemnified Party for any Excluded

Claim.

(b)       In

connection with the indemnification provided pursuant to this Section 5.10, CBAN and/or an CBAN Subsidiary will advance expenses,

promptly after statements therefor are received, to each FSRL Indemnified Party, to the same extent permitted under the organizational

documents of FSRL and its Subsidiaries in effect on the date of this Agreement to the extent permitted

by applicable Law (provided the individual to whom expenses are advanced provides an undertaking

to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of

the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or

appropriate, selected by such FSRL Indemnified Party or multiple Indemnified Parties, it being understood that they collectively shall

only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict

shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to CBAN. CBAN

shall have no obligation to advance expenses related to any Excluded Claim.

Indemnified Party wishing to claim indemnification under

this Section 5.10 shall promptly notify CBAN upon learning of any Claim, provided that,

failure to so notify shall not affect the obligation of CBAN under this Section 5.10, unless,

and only to the extent that, CBAN is materially prejudiced in the defense of such Claim as a consequence.

In the event of any such Claim (whether asserted or claimed prior to, at or

after the Effective Time), (i) CBAN shall have the

right to assume the defense thereof and CBAN shall not be liable to such Indemnified

Parties for any legal expenses or other counsel or any

other expenses subsequently incurred by such Indemnified Parties in connection with the defense

thereof, (ii) the Indemnified Parties will cooperate in the defense of any such matter, (iii) CBAN

shall not be liable for any settlement effected without its prior written consent, and (iv) CBAN

shall have no obligation hereunder to any Indemnified Party

if such indemnification would be in violation of any applicable federal or state banking

Laws or regulations, or in the event that a federal or

state banking agency or a court of competent jurisdiction shall determine that indemnification

of an Indemnified Party in the manner contemplated hereby is prohibited by applicable Laws

and regulations, whether or not related to banking

Laws.

(d)       For

a period of six (6) years following the Effective Time, CBAN will

maintain director’s and officer’s liability insurance (herein, “D&O

Insurance”) that serves to reimburse the present and former officers and directors of FSRL

or its Subsidiaries (determined as of the Effective Time)

with respect to claims against such directors and officers arising from facts or events occurring

before the Effective Time (including the transactions contemplated

hereby), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous

to the Indemnified Party, as that coverage currently provided by FSRL;

provided that, if CBAN is unable to maintain or obtain

the insurance called for by this Section 5.10, CBAN will provide as much comparable insurance

as is reasonably available (subject to the limitations described below in this Section 5.10(d)); and provided, further,

that officers and directors of FSRL or its Subsidiaries may

be required to make application and provide customary representations and warranties to the carrier of the D&O

Insurance for the purpose of obtaining such insurance. In no event shall CBAN be required

to expend for such tail insurance a premium amount in excess of an amount equal to 200% of the annual premiums paid by FSRL

for D&O Insurance in effect as of the date of this Agreement

(the “Maximum D&O Tail Premium”). If the cost of such tail

insurance exceeds the Maximum D&O Tail Premium, CBAN shall

obtain tail insurance coverage or a separate tail insurance policy with the greatest coverage available

for a cost not exceeding the Maximum D&O Tail Premium.

(e)       Any

indemnification payments made pursuant to this Section 5.10 are subject to and conditioned upon their compliance with Section 18(k)

of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the regulations promulgated by the FDIC (12 C.F.R. Part 359).

(f)       This

Section 5.10 shall survive the Effective Time, is intended to benefit each FSRL Indemnified Party (each of whom shall be entitled

to enforce this Section 5.10 against CBAN), and shall be binding on all successors and assigns of CBAN.

(g)       If

CBAN or any of its successors and assigns (i) shall consolidate with or

merge into any other corporation or entity and shall not be the continuing or

surviving corporation or entity of such consolidation or

merger, or (ii) shall transfer all or substantially

all of its property and assets to any individual, corporation or other entity, then, in each such

case, proper provision shall be made so that the successors and assigns of CBAN and its Subsidiaries

shall assume the obligations set forth in this Section 5.10.

Section 5.11   Employees;

Benefit Plans.

(a)       Following

the Effective Time, for a period of six (6) months, CBAN shall

maintain or cause to be maintained employee benefit plans for the benefit of employees who are

full time employees of FSRL on the Closing Date and who become employees of CBAN in connection

with the transaction contemplated hereunder (“Covered Employees”) that

provide employee benefits which, in the aggregate, are substantially comparable to the employee benefits and cash-based compensation opportunities

that are made available on a uniform and non-discriminatory basis to similarly situated employees

of CBAN; provided, however, that in no event shall any Covered

Employee be eligible to participate in any closed or frozen plan of CBAN.

CBAN shall give the Covered Employees credit for their prior

service with FSRL for purposes of eligibility (including initial participation and eligibility

for current benefits) and vesting under any employee benefit plan maintained by CBAN and in which

Covered Employees may be eligible to participate.

(b)       With

respect to any employee benefit plan of CBAN that is a health, dental, vision or

other welfare plan in which any Covered Employee is eligible to participate, for the plan

year that includes the Closing, if Covered Employees are eligible to participate in such plans, CBAN shall

use its commercially reasonable efforts to cause any pre-existing condition limitations, eligibility waiting periods or evidence

of insurability requirements under such CBAN plan to be waived with respect to such Covered

Employee and his or her covered dependents to the extent such condition was or

would have been covered under the comparable FSRL Benefit Plan in which such Covered

Employee participated immediately prior to the Effective Time.

the Effective Time, Colony Bank shall credit each Covered Employee with an amount of paid time off equal to such Covered Employee’s

accrued but unused paid time off at First Reliance Bank (“Carryover PTO”); provided, however,

that such Carryover PTO will be forfeited if not used in accordance with the terms of Colony Bank’s policies.

(d)       FSRL

shall cause First Reliance Bank to take all necessary actions to terminate the First Reliance Bank 401(k) Plan (the “401(k)

Plan”), effective as the date immediately preceding the date of the Effective Time of the Merger, subject to the occurrence

of the Effective Time. FSRL shall provide CBAN with copies of the appropriate resolutions terminating the plan not later than three (3)

days prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan shall become fully vested upon

termination of such plan.

(e)       As

soon as practicable after the date of this Agreement, FSRL will request that the ESOP Trustees take all necessary action required by the

ESOP plan document, the ESOP Trust, and applicable law to conduct a pass-through vote of the ESOP participants to direct the ESOP Trustee

to vote the shares of FSRL Stock owned by the ESOP and allocated to the plan accounts of ESOP participants either in favor of or against

the Merger (the “ESOP Vote”). FSRL will provide CBAN for review and comment, reasonably in advance of the ESOP

Vote, all materials proposed to be distributed to the ESOP participants in connection with the ESOP Vote. CBAN shall have five business

days to review and provide comments with respect to the materials to be distributed to ESOP participants with respect to the ESOP Vote.

(f)       FSRL

shall cause First Reliance Bank to take all necessary actions to terminate the ESOP, on the date immediately prior to the Effective Time,

subject to the occurrence of the Effective Time. FSRL shall provide CBAN with copies of the appropriate resolutions terminating the plan

not later than three (3) days prior to the Effective Time. The accounts of all participants and beneficiaries in the ESOP shall become

fully vested upon termination of such plan.

(g)       CBAN

shall take all commercially reasonable actions necessary to cause the trustee of the Colony Bankcorp, Inc. 401(k) Plan, if requested to

do so by a Covered Employee, to accept a direct “rollover” in cash of all or a portion of such employee’s distribution

from the ESOP and the FSRL 401(k) plan.

(h)       Prior

to the Effective Time, FSRL shall take, and shall cause First Reliance Bank to take, all actions requested by CBAN that may be necessary

or appropriate to, conditioned on the occurrence of the Effective Time, (i) cause one or more FSRL Benefits Plans not covered above to

terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements

under any FSRL Benefit Plan to cease as of the Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause

the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any FSRL Benefit Plan for

such period as may be requested by CBAN, or (iv) facilitate the merger of any FSRL Benefit Plan into any employee benefit plan maintained

by CBAN. All resolutions, notices, or other documents issued, adopted or executed in connection with the implementation of this Section

5.11(h) shall be subject to CBAN’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned

or delayed.

(i)       Except

for employees whose terms of employment are governed by the CBAN Employment Agreements, any employee of FSRL or First Reliance Bank that

becomes an employee of CBAN or Colony Bank at the Effective Time who is terminated within one year following the Effective Time (other

than for cause, death, disability, normal retirement or voluntarily resignation) shall receive a severance payment calculated in accordance

with the policy set forth on CBAN Disclosure Schedule 5.11(i).

(j)       Prior

to the Effective Time, any agreement that is an employment, change-in-control, severance, salary continuation, deferred compensation,

supplemental retirement or similar contract, plan or arrangement with or which covers any present or former employee, director or consultant

of FSRL or any of its Subsidiaries, except for the agreements listed on CBAN Disclosure Schedule 5.11(j), shall be terminated and

any amounts owed in connection with such termination paid by FSRL. Following the Effective Time, CBAN shall assume, honor and comply with

all obligations set forth in the employment agreements listed on CBAN Disclosure Schedule 5.11(j).

(k)       Nothing

in this Section 5.11 shall be construed to limit the right of CBAN (including,

following the Closing Date, FSRL) to amend or terminate

any FSRL Benefit Plan or other employee benefit plan, to the extent such amendment or

termination is permitted by the terms of the applicable plan, nor shall anything in this Section 5.11 be construed to require

CBAN to retain the employment of any particular Covered Employee

for any fixed period of time following the Closing Date, and the continued retention (or

termination) by CBAN of any Covered Employee subsequent

to the Effective Time shall be subject in all events to CBAN’s

normal and customary employment procedures and practices, including customary background screening

and evaluation procedures, and satisfactory employment performance.

(l)       For

purposes of this Section 5.11, (i) “employees of FSRL” shall include employees of FSRL or any of its Subsidiaries,

(ii) “employees of CBAN” shall include employees of CBAN or any of its Subsidiaries, (iii) all references to FSRL shall include

each of the Subsidiaries of FSRL (iv) all references to CBAN shall include each of the Subsidiaries of CBAN.

Section 5.12   Notification

of Certain Changes.

CBAN and FSRL shall promptly

advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which

it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’

representations, warranties or covenants contained herein and FSRL shall provide on a periodic basis written notice to CBAN of any matters

that FSRL becomes aware of that should be disclosed on a supplement or amendment to the FSRL Disclosure Schedule.

Section 5.13   Transition;

Informational Systems Conversion.

From and after the date hereof,

at CBAN’s request, FSRL will use its commercially reasonable efforts to cooperate with CBAN to facilitate the integration of FSRL

with the business of CBAN following consummation of the transactions contemplated hereby, and representative of FSRL shall be available

to meet with representative of CBAN on a regular basis to discuss and plan for the conversion of the data processing and related electronic

informational systems of FSRL and each of its Subsidiaries (the “Informational Systems Conversion”) to those

used by CBAN, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FSRL

and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses

used by FSRL and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional

employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system

services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective

Time. CBAN shall promptly reimburse FSRL on request for any reasonable and documented out-of-pocket fees, expenses or charges that FSRL

may incur as a result of taking, at the request of CBAN, any action prior to the Effective Time to facilitate the Informational Systems

Conversion.

Section 5.14   Financial

Statements.

From the date of this Agreement

until the Closing Date (or the termination of this Agreement in accordance with its terms), FSRL will provide to CBAN as promptly as practicable,

but in no event later than the twentieth (20th) day following the end of the relevant calendar month, the monthly unaudited financial

statements of FSRL as provided to FSRL’s management (including any related notes and schedules thereto), for each of the calendar

months ended after the date of this Agreement. If the Closing Date is on or after January 1, 2027, FSRL will provide to CBAN as promptly

as practicable, but in no event later than March 31, 2027, the consolidated audited financial statements, including the financial information

of FSRL as of December 31, 2026, including the balance sheets, statements of income, statements of comprehensive income, statements of

changes in stockholders’ equity and statements of cash flows for the year then ended.

Section 5.15   Termination

and Amendment of Contracts.

In accordance with this Section

5.15, FSRL will take all actions necessary to accrue any and all costs, fees, expenses, contract payments, penalties or liquidated

damages necessary to be paid in connection with the termination of each FSRL Material Contract listed on FSRL Disclosure Schedule 5.15

(unless CBAN otherwise directs FSRL not to terminate such contract), and any other contract or agreement requested by CBAN to be amended,

modified or terminated (collectively, the “Terminated Contracts”). For the avoidance of doubt, CBAN will be

responsible for the amendment, modification or termination of any contract or agreement subject to this Section 5.15 after the

Closing Date and all costs, fees, expenses, contract payments, penalties or liquidated damages necessary to be paid in connection with

the termination of each such contract or agreement shall be paid with the funds accrued for such purpose by FSRL. For the avoidance of

doubt, Terminated Contracts shall not include FSRL Benefit Plans.

Section 5.16   No Control

of Other Party’s Business.

Nothing contained in this

Agreement shall give CBAN, directly or indirectly, the right to control or direct the operations of FSRL or its Subsidiaries prior to

the Effective Time, and nothing contained in this Agreement shall give FSRL, directly or indirectly, the right to control or direct the

operations of CBAN or its Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of FSRL and CBAN shall exercise,

consistent with the terms and conditions of this Agreement, control and supervision over its and its Subsidiaries’ respective operations.

Section 5.17   Certain

Litigation.

Each Party shall promptly,

and in any event within two (2) Business Days, notify the other Party in writing of any proceeding, or of any claim, controversy or contingent

liability of which the notifying Party has Knowledge that might reasonably be expected to become the subject of a proceeding against the

notifying Party or any of its Subsidiaries, if such proceeding or potential proceeding is reasonably likely to result in a Material Adverse

Effect. Each Party shall promptly advise the other Party orally and in writing of any actual or threatened shareholder litigation against

such Party and/or the members of the board of directors of FSRL or the board of directors of CBAN related to this Agreement or the Merger

and the other transactions contemplated by this Agreement. With respect to any such actual or threatened shareholder litigation and any

matter disclosed on FSRL Disclosure Schedule 3.11(a), FSRL shall: (a) permit CBAN to review and discuss in advance, and consider

in good faith the views of CBAN in connection with, any proposed written or oral response to such shareholder litigation or matter; (b)

furnish CBAN’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request

in connection with such shareholder litigation or matter; (c) consult with CBAN regarding the defense or settlement of any such shareholder

litigation or matter, shall give due consideration to CBAN’s advice with respect to such shareholder litigation or matter and shall

not settle any such litigation or matter prior to such consultation and consideration, and no such settlement shall be agreed without

CBAN’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); and (d) use commercially reasonable

best efforts to resolve and settle such shareholder litigation or matter prior to the Effective Time, subject to this Section 5.17.

Section 5.18   Director

and Officer Resignations.

FSRL will cause to be delivered

to CBAN resignations of all the directors and officers of FSRL and its Subsidiaries, such resignations to be effective as of the Effective

Time.

Section 5.19   Non-Competition

and Non-Disclosure Agreement.

Concurrently with the execution

and delivery of this Agreement and effective upon Closing, FSRL has caused each director of FSRL and First Reliance Bank to execute and

deliver the Non-Competition and Non-Disclosure Agreement in the form attached hereto as Exhibit D (collectively, the “Director

Restrictive Covenant Agreements”).

Section 5.20   Claims

Letters.

Concurrently with the execution

and delivery of this Agreement and effective upon the Closing, FSRL has caused each executive officer and director of FSRL and First Reliance

Bank to execute and deliver the Claims Letter in the form attached hereto as Exhibit E.

Section 5.21   Employment

Agreements.

Concurrently with the execution

and delivery of this Agreement, the individuals set forth in CBAN Disclosure Schedule 5.21 have executed and delivered to CBAN

employment agreements that become effective as of (and subject to the occurrence of) the Effective Time (collectively, the “CBAN

Employment Agreements”).

Section 5.22   Corporate

Governance.

(a)       At

or prior to the Effective Time, CBAN will cause the number of directors that comprise the full board of directors of the Surviving Entity

to be increased by two (2). The board of directors of the Surviving Entity immediately after the Effective Time shall appoint F.R. Saunders,

Jr. and one (1) additional former member of the FSRL board of directors selected my mutual agreement between FSRL and CBAN (collectively,

the “Board Representatives”) to serve until such Board Representatives are succeeded in accordance with the

Surviving Entity’s bylaws. No other directors or employees of FSRL shall be designated to serve on the board of directors of the

Surviving Entity at the Effective Time. The appointment of the Board Representatives to the board of directors of the Surviving Entity

shall be subject to the bylaws of the Surviving Entity and the Board Representatives must (i) be reasonably acceptable to the board of

directors of CBAN and (ii) satisfy and meet CBAN’s standards for directors, comply with and be subject to CBAN’s corporate

governance policies and, except with respect to Mr. Saunders, qualify as an “independent director,” as such term is defined

in Section 303A.02 of the NYSE Listed Company Manual (or any successor rule). The Surviving Company shall use its reasonable best efforts

to (i) ensure that the Board Representatives are nominated for re-election to the board of directors of the Surviving Company at the Surviving

Company’s next annual meeting of shareholders following the Closing Date and (ii) solicit proxies for the Board Representatives

in respect of such re-election to the same extent as it does for any of the Surviving Company’s other nominees to the board of directors;

provided, however, that the Surviving Company shall not have any obligation to nominate for re-election or solicit proxies for

such re-election with respect to any Board Representative who, at the time director nominations are made for the Surviving Company’s

next annual meeting of the shareholders following the Closing Date, is not in compliance with or demonstrated an unwillingness to comply

with any CBAN policy related to the duties, obligations, or conduct of members of the CBAN board of directors.

(b)       In

addition, at the Effective Time, CBAN shall, if requested by FSRL, consider permitting one (1) additional member of the FSRL board of

directors (the “Observer”) to attend all meetings of the board of directors of the Surviving Entity and all

committees thereof in a non-voting observer capacity. Such Observer shall be entitled to receive all notices, minutes and other materials

provided to the board of directors at the same time and in the same manner as the members of the board of directors; provided that such

Observer shall be subject to customary confidentiality obligations and shall not be entitled to vote on any matters presented to the board

or any committee thereof.

Section 5.23   Coordination.

(a)       Prior

to the Effective Time, subject to applicable Laws, FSRL

and its Subsidiaries shall take any actions CBAN may reasonably request from time to time to better

prepare the parties for integration of the operations of FSRL and its Subsidiaries with CBAN

and its Subsidiaries, respectively. Without limiting the foregoing, senior officers of FSRL

and CBAN shall meet from time to time as CBAN may

reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of FSRL and its

Subsidiaries, and FSRL shall give due consideration to CBAN’s

input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement,

neither CBAN nor Colony Bank shall under any circumstance

be permitted to exercise control of FSRL or any of its Subsidiaries

prior to the Effective Time. FSRL shall permit representatives

of Colony Bank to be onsite at FSRL to facilitate integration

of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption

to First Reliance Bank’s business, during normal business hours and at the expense of CBAN or Colony Bank (not to include First

Reliance Bank’s regular employee payroll).

(b)       Prior

to the Effective Time, subject to applicable Laws, FSRL

and its Subsidiaries shall take any actions CBAN may reasonably request in connection with negotiating

any amendments, modifications or terminations of any Leases or

FSRL Material Contracts that CBAN may request, including,

but not limited to, actions necessary to cause any such amendments, modifications or terminations

to become effective prior to (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied),

or immediately upon, the Closing, and shall cooperate with

CBAN and will use its commercially reasonable efforts to negotiate specific provisions that may

be requested by CBAN in connection with any such amendment, modification or

termination.

and after the date hereof, subject to applicable Laws, the

parties shall reasonably cooperate (provided that the parties shall cooperate to reasonably minimize

disruption to FSRL’s or First Reliance Bank’s business) with the other in preparing for the prompt conversion or

consolidation of systems and business operations promptly after the Effective Time (including

by entering into customary confidentiality, non-disclosure and similar agreements with the other party

and appropriate service providers) and FSRL shall, upon CBAN’s

reasonable request, introduce CBAN and its representatives to suppliers of FSRL and its Subsidiaries

for the purpose of facilitating the integration of FSRL and its business into that of CBAN.

In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), subject to applicable

Laws, FSRL shall, upon CBAN’s

reasonable request, introduce CBAN and its representatives to customers of FSRL and its Subsidiaries

for the purpose of facilitating the integration of FSRL and its business into that of CBAN.

Any interaction between CBAN and FSRL’s and any of

its Subsidiaries’ customers and suppliers shall be coordinated by FSRL.

FSRL shall have the right to participate in any discussions between CBAN

and FSRL’s customers and suppliers.

(d)       CBAN

and FSRL agree to take all action necessary and appropriate to cause First

Reliance Bank to merge with Colony Bank in accordance with applicable Laws

and the terms of the Bank Plan of Merger and Merger Agreement immediately following the Effective

Time or as promptly as practicable thereafter.

(e)       Without

limiting the foregoing, upon CBAN’s reasonable request, FSRL and First Reliance Bank shall, prior to the Closing Date, dispose of

any assets held by FSRL or First Reliance Bank that CBAN determines would be impermissible investments for CBAN or Colony Bank.

Section 5.24   Transactional

Expenses.

FSRL has provided in FSRL

Disclosure Schedule 3.36 a reasonable good faith estimate of costs and fees that FSRL and its Subsidiaries expect to pay to retained

representatives in connection with the transactions contemplated by this Agreement, exclusive of any costs that may be incurred by FSRL

as a result of any litigation which may arise in connection with this Agreement (collectively, “FSRL Expenses”).

FSRL shall use its commercially reasonable efforts to cause the aggregate amount of all FSRL Expenses to not exceed the total expenses

disclosed in FSRL Disclosure Schedule 3.36. FSRL shall promptly notify CBAN if or when it determines that it expects

to exceed its total budget for FSRL Expenses. Notwithstanding anything to the contrary in this Section 5.24, FSRL shall not incur

any investment banking, brokerage, finders or other similar financial advisory fees in connection with the transactions contemplated by

this Agreement other than those expressly set forth in FSRL Disclosure Schedule 3.36.

Section 5.25   Confidentiality.

Prior to the execution of

this Agreement and prior to the consummation of the Merger, subject to applicable Laws, each of CBAN and FSRL, and their respective Subsidiaries,

affiliates, officers, directors, agents, employees, consultants and advisors have provided, and will continue to provide one another with

information which may be deemed by the party providing the information to be non-public, proprietary and/or confidential, including, but

not limited to, trade secrets of the disclosing party. Each Party agrees that it will, and will cause its representatives to, hold any

information obtained pursuant to this Article V in accordance with the terms of the Mutual Nondisclosure Agreement, dated as of

April 1, 2026 between CBAN and FSRL.

Section 5.26   FINRA Compliance.

FSRL shall take all actions

and submit all filings necessary to ensure compliance by FSRL with Securities Exchange Act Rule 10b-17 and FINRA Rule 6490.

Section 5.27   Tax Matters.

(a)       The

Parties intend that each of the Merger and the Bank Merger shall each qualify as a “reorganization” within the meaning of

Section 368(a) of the Code and that this Agreement constitute a “plan of reorganization” within the meaning of Section 1.368-2(g)

of the Regulations for each of the Merger and the Bank Merger. Except as expressly contemplated or permitted by this Agreement, from and

after the date of this Agreement, each of CBAN and FSRL shall use their respective reasonable best efforts to cause each of the Merger

and the Bank Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and will not take any action, cause

any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act is intended or

is reasonably likely to prevent either the Merger or the Bank Merger from qualifying as a reorganization within the meaning of Section

368(a) of the Code.

(b)       CBAN

shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for FSRL and its Subsidiaries for all periods ending

on or prior to the Closing Date that are filed after the Closing Date.

Section 5.28   Stock Exchange

Listing.

Prior to the Effective Time,

FSRL shall cooperate with CBAN and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done

all things, reasonably necessary, proper or advisable on its part under applicable Laws and the rules and policies of the OTCQX Market

to enable the cessation of quotation of FSRL Common Stock on the OTCQX Market as promptly as practicable after the Effective Time.

Section 5.29   Takeover

Statutes.

None of CBAN, FSRL or their

respective boards of directors shall take any action that would cause any “moratorium,” “control share,” “fair

price,” “affiliate transaction,” “shareholder protection,” “anti-greenmail,” “business

combination” or other antitakeover Laws of the State of Georgia, the State of South Carolina, or of any other state that are applicable

to the transactions contemplated by this Agreement (any of the foregoing, “Takeover Statutes”) to become applicable

to this Agreement, the Merger or any of the other transactions contemplated hereby, and each shall take all reasonably necessary steps

to exempt (or ensure the continued exemption of) the Merger and the other transactions contemplated hereby from any applicable Takeover

Statutes now or hereafter in effect. If any Takeover Statute may become, or may purport to be, applicable to the transactions contemplated

hereby, each Party and the members of its board of directors will grant such approvals and take such actions as are necessary so that

the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act

to eliminate or minimize the effects of any Takeover Statute on any of the transactions contemplated hereby, including, if necessary,

challenging the validity or applicability of any such Takeover Statute.

Section 5.30   Dividends.

After the date of this Agreement,

FSRL shall coordinate with CBAN regarding the declaration of any dividend in respect of FSRL Common Stock and the record date and payment

date relating thereto, it being the intention of the parties hereto that Holders of FSRL Stock shall not receive two (2) dividends

in any quarter with respect to their shares of FSRL Stock and any shares of CBAN Common Stock any such Holder receives in exchange therefor

in the Merger.

Section 5.31   Trust Preferred

Securities.

Prior to the Effective Time,

CBAN and FSRL shall take all actions necessary for CBAN to enter into, and CBAN shall enter into, supplemental indentures with the trustee

of the indentures for FSRL’s outstanding floating rate capital securities issued in connection with the issuance of the trust securities

of First Reliance Capital Trust I in order to evidence the assumption by CBAN of such capital securities as of the Effective Time. The

form of the supplemental indenture shall be reasonably acceptable to CBAN.

Article

CONDITIONS TO CONSUMMATION OF THE MERGER

Section 6.01   Conditions

to Obligations of the Parties to Effect the Merger.

The respective obligations

of the Parties to consummate the Merger are subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by

the Parties prior to the Closing Date of each of the following conditions:

(a)       Shareholder

Votes. This Agreement and the transactions contemplated hereby,

as applicable, shall have received the Requisite FSRL Shareholder Approval at the FSRL

Meeting and the Requisite CBAN Shareholder Approval at the CBAN Meeting.

(b)       Regulatory

Approvals; No Burdensome Condition. All Regulatory Approvals required to consummate

the Merger and the Bank Merger in the manner contemplated

herein shall have been obtained and shall remain in full force and effect and all statutory waiting

periods in respect thereof, if any, shall have expired or been terminated, and no such Regulatory

Approval includes or contains, or shall have resulted in the imposition of, any Burdensome

Condition.

Injunctions or Restraints; Illegality. No judgment, order, injunction or

decree issued by any court or agency of competent jurisdiction or

other legal restraint or prohibition preventing the consummation

of any of the transactions contemplated hereby shall be in effect. No statute, rule, regulation, order, injunction or

decree shall have been enacted, entered, promulgated or enforced by any Governmental

Authority that prohibits or makes illegal the consummation

of any of the transactions contemplated hereby.

(d)       Effective

Registration Statement. The Registration Statement shall

have become effective and no stop order suspending the effectiveness of the Registration Statement shall

have been issued and no proceedings for that purpose shall have been initiated or threatened by

the SEC or any other Governmental Authority.

(e)       Tax

Opinions Relating to the Merger. CBAN and

FSRL, respectively, shall have received opinions from Alston & Bird LLP and Ward and Smith,

P.A., respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory

to CBAN and FSRL, respectively, to the effect that, on the

basis of the facts, representations and assumptions set forth in such opinions, the Merger will

be treated for federal income tax purposes as a “reorganization” within the meaning

of Section 368(a) of the Code. In rendering their opinions, Alston & Bird LLP and Ward and

Smith, P.A. may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CBAN

and FSRL, in form and substance reasonably acceptable to such counsel.

Section 6.02   Conditions

to Obligations of FSRL.

The obligations of FSRL to

consummate the Merger also are subject to the fulfillment or written waiver by FSRL prior to the Closing Date of each of the following

conditions:

(a)       Representations

and Warranties. The representations and warranties of CBAN (i) set forth in Section 4.09 shall be true and correct in all respects

as of the date of this Agreement and as of the Closing Date with the same effect as though made as of

the Closing Date, (ii) Section 4.01, Section 4.02 (except for inaccuracies which

are de minimis in amount), Section 4.03(a), Section 4.04, Section 4.08 and Section 4.12, shall be true

and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made as

of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iii) set forth in

this Agreement, other than those sections specifically identified in clauses (i) or (ii) of this Section 6.02(a), shall be true

and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and

words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though

made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the

case of this clause (iii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect with respect to CBAN. FSRL shall have received a certificate signed on behalf of CBAN by the

Chief Executive Officer or the Chief Financial Officer of CBAN to the foregoing effect.

(b)       Performance

of Obligations of CBAN. CBAN shall have performed and

complied with all of its obligations under this Agreement in all material

respects at or prior to the Closing Date except where

the failure of the performance of, or compliance with, such obligation has not had and does not

have a Material Adverse Effect on CBAN, and FSRL

shall have received a certificate, dated the Closing Date,

signed on behalf of CBAN by its Chief Executive Officer and the Chief Financial Officer to such

effect.

Material Adverse Effect. Since the date of this Agreement (i)

no change or event has occurred which has resulted in CBAN or Colony

Bank being subject to a Material Adverse Effect and (ii) no condition, event, fact, circumstance

or other occurrence has occurred that may reasonably be expected to have or

result in such parties being subject to a Material Adverse

Effect.

Section 6.03   Conditions

to Obligations of CBAN.

The obligations of CBAN to

consummate the Merger also are subject to the fulfillment or written waiver by CBAN prior to the Closing Date of each of the following

conditions:

(a)       Representations

and Warranties. The representations and warranties of FSRL (i) set forth in Section 3.02(a) and Section 3.09 shall

be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date,

(ii) the first sentence of Section 3.01, Section 3.04(a), Section 3.05, Section 3.15 and Section 3.35,

shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as

though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iii)

set forth in this Agreement, other than those sections specifically identified in clauses (i) or (ii) of this Section 6.03(a),

shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect”

and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though

made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the

case of this clause (iii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect with respect to FSRL. CBAN shall have received a certificate signed on behalf of FSRL by the Chief Executive

Officer or the Chief Financial Officer of FSRL to the foregoing effect.

(b)       Performance

of Obligations of FSRL. FSRL shall have performed and

complied with all of its obligations under this Agreement in all material

respects at or prior to the Closing Date, and CBAN

shall have received a certificate, dated the Closing Date,

signed on behalf of FSRL by FSRL’s Chief Executive

Officer and Chief Financial Officer, to such effect.

Material Adverse Effect. Since the date of this Agreement (i)

no change or event has occurred which has resulted in FSRL or any

of its Subsidiaries being subject to a Material Adverse Effect

and (ii) no condition, event, fact, circumstance or other occurrence has occurred that may

reasonably be expected to have or result in such parties being

subject to a Material Adverse Effect.

(d)       Plan

of Bank Merger. The Bank Plan of Merger and Merger Agreement shall have been executed and delivered.

(e)       Dissenting

Shares. Dissenting Shares shall be less than seven and one-half percent (7.5)%

of the issued and outstanding shares of FSRL Stock.

(f)       Employee

Benefit Plans. Notwithstanding the requirement of Section 6.03(b), FSRL and its Subsidiaries shall have performed and complied

with all of its obligations set forth in Section 5.11 in all material respects prior to the Closing Date.

(g)       Consents

and Approvals. FSRL has received, in form and substance satisfactory to FSRL and CBAN, all consents, approvals, waivers and

other assurances from all non-governmental third parties which are required to be obtained under the terms of any contract, agreement

or instrument to which FSRL or any of its Subsidiaries is a party or by which any of their respective properties is bound in order to

prevent the consummation of the transactions contemplated by this Agreement from constituting a default under such contract, agreement

or instrument or creating any lien, claim or charge upon any of the assets of FSRL or any of its Subsidiaries.

(h)       Consents

from Governmental Authorities. Any applicable approval of any Governmental Authority, including those disclosed on FSRL Disclosure

Schedule 3.06(a), shall have been obtained and any mandatory waiting period related thereto shall have expired, including, but not

limited to: Fannie Mae’s, Freddie Mac’s and the SBA’s respective authorizations to transfer FSRL’s Fannie Mae

Seller Servicer approval, Freddie Mae Seller Servicer approval and SBA lender approval to CBAN.

(i)       Certification

of Non-USRPHC Status. CBAN shall have received from FSRL (i) a certificate stating that FSRL is not and has not been a United States

real property holding corporation, pursuant to Regulations Section 1.1445-2(c)(3), and (ii) a notice to the IRS described in Regulations

Section 1.897-2(h), in each case dated as of the Closing Date, executed by an officer of FSRL, executed under penalties of perjury, and

as reasonably acceptable to CBAN.

Section 6.04   Frustration

of Closing Conditions.

Neither CBAN nor FSRL may

rely on the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03, as the case may be,

to be satisfied if such failure was caused by such Party’s failure to use its reasonable best efforts to consummate any of the transactions

contemplated hereby, as required by and subject to Section 5.03.

Article

VII

TERMINATION

Section 7.01   Termination.

This Agreement may be terminated,

and the transactions contemplated hereby may be abandoned:

(a)       Mutual

Consent. At any time prior to the Effective Time, by the mutual consent, in writing, of CBAN

and FSRL if the board of directors of CBAN and the

board of directors of FSRL each so determines by vote of a majority of the members of its entire

board.

(b)       No

Regulatory Approval. By CBAN or FSRL, if either of their

respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory

Approval required for consummation of the transactions contemplated by this Agreement shall

have been denied by final, non-appealable action by such Governmental Authority or an application

therefor shall have been permanently withdrawn at the request of a Governmental Authority unless the failure

to obtain the Regulatory Approval is due to the failure of the Party seeking to terminate this Agreement to perform or observe the obligations,

covenants and agreements of such Party set forth herein.

Shareholder Approval. By either CBAN or FSRL (provided that such terminating party shall not

be in breach of any of its obligations under Section 5.04), if the Requisite CBAN Shareholder Approval or the Requisite

FSRL Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting

of such shareholders or at any adjournment or postponement

thereof.

(d)       Breach

of Representations and Warranties. By either CBAN or FSRL (provided that the terminating party

is not then in material breach of any representation, warranty, covenant or

other agreement contained herein in a manner that

would entitle the other party to not consummate this Agreement)

if there shall have been (i) with respect to representations and warranties set forth in this Agreement

that are not qualified by the term “material” or

do not contain terms such as “Material Adverse Effect,” a material

breach of any of such representations or warranties by the other party

and (ii) with respect to representations and warranties set forth in this Agreement that

are qualified by the term “material” or contain

terms such as “Material Adverse Effect,” any breach of any of such representations

or warranties by the other Party; which breach is not cured

prior to the earlier of (y) thirty (30) days following written notice to the Party committing such

breach from the other Party or (z) two (2) Business Days prior

to the Expiration Date, or which breach, by its nature,

cannot be cured prior to the Closing.

(e)       Breach

of Covenants. By either CBAN or FSRL (provided that the terminating party

is not then in material breach of any representation, warranty, covenant or

other agreement contained herein in a manner that

would entitle the other Party not to consummate the agreement)

if there shall have been a material breach of any of the covenants or

agreements set forth in this Agreement on the part of the other Party,

which breach shall not have been cured prior to the earlier of (i) thirty (30) days following written notice to the Party

committing such breach from the other Party or (ii) two (2) Business

Days prior to the Expiration Date, or which breach,

by its nature, cannot be cured prior to the Closing.

(f)       Delay.

By either CBAN or FSRL if the Merger shall not have been consummated on or before March 24, 2027, provided, however, that

such date will be automatically extended to April 23, 2027, if the only outstanding condition to Closing under Article VI is the

receipt of all Regulatory Approvals (the “Expiration Date”), unless the failure of the Closing to occur by such

date shall be due to a material breach of this Agreement by the Party seeking to terminate this Agreement.

(g)       Failure

to Recommend; Etc.

(i)       In

addition to and not in limitation of CBAN’s termination rights

under Section 7.01(e), by CBAN if (i) there shall have been a material

breach of Section 5.09, or (ii) the board of directors of FSRL

(A) withdraws, qualifies, amends, modifies or withholds the FSRL

Recommendation, or makes any statement, filing or release,

in connection with the FSRL Meeting or otherwise, inconsistent with the FSRL

Recommendation (it being understood that taking a neutral position or no position with respect

to an Acquisition Proposal shall be considered an adverse modification of the FSRL

Recommendation), (B) materially breaches its obligation to call, give notice of and commence the FSRL

Meeting under Section 5.04(a), (C) approves or recommends an Acquisition

Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within

three (3) Business Days of being requested to do so by CBAN,

(E) fails to publicly reconfirm the FSRL Recommendation within three (3) Business

Days of being requested to do so by CBAN, or (F)

resolves or otherwise determines to take, or announces an

intention to take, any of the foregoing actions.

(ii)       In

addition to and not in limitation of FSRL’s termination rights

under Section 7.01(e), by FSRL if the board of directors of CBAN

(i) withdraws, qualifies, amends, modifies or withholds the CBAN

Recommendation, or makes any statement, filing or release,

in connection with the CBAN Meeting or otherwise, inconsistent with the CBAN

Recommendation, (ii) materially breaches its obligation to call, give notice of and commence the CBAN

Meeting under Section 5.04(a), (iii) fails to publicly reconfirm the CBAN Recommendation

within three (3) Business Days of being requested to do so by FSRL,

or (iv) resolves or otherwise determines to take, or

announces an intention to take, any of the foregoing actions.

(h)       Acceptance

of Superior Proposal. By FSRL in connection with entering into a definitive agreement to effect a Superior Proposal after making an FSRL

Subsequent Determination in accordance with Section 5.09(e).

(i)       Stock

Price Decline; Exchange Ratio Adjustment. By FSRL giving prompt written notice of termination

to CBAN at any time on or after the fifth (5th) Business Day immediately prior to the

date on which the Effective Time is to occur (the “Determination Date”) and prior to the Effective Time, if

both of the following conditions are satisfied: (i) the quotient obtained by dividing the Average Closing Price by the Starting CBAN Stock

Price (the “CBAN Ratio”) shall be less than 0.80; and (ii) the CBAN

Ratio shall be less than the number obtained by dividing the Final Index Price by the Starting Index Price (the “Index Ratio”)

and subtracting 0.20 from such quotient. Following delivery of such written notice of termination by FSRL, this Agreement shall terminate

upon the fifth (5th) Business Day following the Determination Date (the “Termination Date”); provided,

however, that FSRL’s notice of election to terminate may be withdrawn at any time prior to the Termination Date; and provided

further that during the five (5) Business Day period commencing with the receipt of such notice, CBAN shall have the option (but not

the obligation) to offer to increase the stock consideration to be received by the holders of FSRL Common Stock through an adjustment

to the Exchange Ratio such that the stock consideration portion of the Merger Consideration equals or exceeds the Minimum Stock Consideration

Amount. If CBAN makes this election to increase the Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section

7.01(i) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio, and derivatively the

Per Share Stock Consideration, shall have been so modified, and the Stock Conversion Maximum shall be adjusted proportionately), and any

references in this Agreement to “Exchange Ratio” and “Per Share Stock Consideration” shall thereafter

be deemed to refer to the Exchange Ratio and Per Share Stock Consideration after giving effect to any adjustment made pursuant to this

Section 7.01(i).

Section 7.02   Termination

Fee

(a)       In

recognition of the efforts, expenses and other opportunities foregone by CBAN while structuring

and pursuing the Merger, FSRL shall pay to CBAN

a termination fee equal to $6,600,000 (“Termination Fee”), by

wire transfer of immediately available funds to an account specified by CBAN in the event of any

of the following: (i) in the event CBAN terminates this Agreement

pursuant to Section 7.01(g), FSRL shall pay CBAN

the Termination Fee within one (1) Business Day after

receipt of CBAN’s notification of such termination; and (ii)

in the event that after the date of this Agreement and prior to the termination of this

Agreement, an Acquisition Proposal shall have been made

known to senior management of FSRL or has been made directly to its shareholders generally or

any Person shall have publicly announced (and not withdrawn) an Acquisition

Proposal with respect to FSRL and (A) thereafter this Agreement

is terminated (x) by either CBAN or FSRL pursuant to Section 7.01(c) because the

Requisite FSRL Shareholder Approval shall not have been obtained or

(y) by CBAN pursuant to Section 7.01(d) or Section

7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, FSRL

enters into any agreement or consummates a transaction with respect to an Acquisition

Proposal (whether or not the same Acquisition Proposal as

that referred to above), then FSRL shall, on the earlier of the date it enters into such agreement

and the date of consummation of such transaction, pay CBAN the Termination

Fee, provided, that for purposes of this Section 7.02(a)(ii), all references

in the definition of Acquisition Proposal to “20%” shall instead refer to “50%,”

and (iii) in the event FSRL terminates this Agreement pursuant to Section 7.01(h), FSRL shall pay CBAN the Termination Fee within

one (1) Business Day after FSRL’s notification of such termination.

(b)       FSRL

and CBAN each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by

this Agreement, and that, without these agreements, CBAN would not enter into this Agreement; accordingly, if FSRL fails promptly to pay

any amounts due under this Section 7.02, FSRL shall pay interest on such amounts from the date payment of such amounts were due

to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in

The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such

payment was due, plus (ii) 200 basis points, together with the costs and expenses of CBAN (including reasonable legal fees and expenses)

in connection with such suit.

anything to the contrary set forth in this Agreement, the Parties

agree that if FSRL pays or causes to be paid to CBAN

the Termination Fee in accordance with Section 7.02(a), FSRL

(or any successor in interest of FSRL) will not have

any further obligations or liabilities to CBAN with respect

to this Agreement or the transactions contemplated by this Agreement;

provided that such termination shall not relieve FSRL for any and all liabilities and damages incurred or suffered by CBAN as a

result of the fraud or a willful and material breach of this Agreement by FSRL.

Section 7.03   Effect

of Termination.

Except as set forth in Section

7.02(c), termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement,

representation or warranty of this Agreement (a) giving rise to such termination and (b) resulting from fraud or any willful and material

breach. In the event of such termination, this Agreement shall otherwise become void and have no further force or effect; provided; however,

that this Section 7.03 and such other provisions of this Agreement as by their terms are intended to survive termination shall

survive any termination of this Agreement.

Article

VIII

DEFINITIONS

Section 8.01   Definitions.

The following terms are used

in this Agreement with the meanings set forth below:

“Acquisition Proposal”

has the meaning set forth in Section 5.09(a).

“Acquisition Transaction”

has the meaning set forth in Section 5.09(a).

“Affiliate”

means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this

definition, “control” (including, with its correlative meanings, “controlled by” and “under common control

with”) means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of

a Person whether through the ownership of voting securities, by contract or otherwise.

“Agreement”

has the meaning set forth in the preamble to this Agreement.

“Articles of Merger”

has the meaning set forth in Section 1.04(a).

“ASC 320”

means GAAP Accounting Standards Codification Topic 320.

“Associate”

when used to indicate a relationship with any Person means (a) any corporation or organization (other than FSRL or any of its Subsidiaries)

of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity

securities, (b) any trust or other estate in which such Person has a substantial beneficial interest or serves as trustee or in a similar

fiduciary capacity, or (c) any relative or family member of such Person.

“ASTM”

has the meaning set forth in Section 5.01(x).

“Audited

Financial Statements” has the meaning set forth in Section 3.07(a).

“Average Closing

Price” means the average of the daily closing prices for shares of CBAN Common Stock for

the twenty (20) consecutive full Trading Days ending on the Trading Day immediately preceding the Determination Date on which such shares

are actually traded on the NYSE.

“Bank Merger”

has the meaning set forth in Section 1.03.

“Bank Plan of

Merger” has the meaning set forth in Section 1.03.

“Bank Secrecy

Act” means the Bank Secrecy Act of 1970, as amended.

“Board Representatives”

has the meaning set forth in Section 5.22(a).

“BOLI”

has the meaning set forth in Section 3.33(b).

“Book-Entry Shares”

means any non-certificated share held by book entry in FSRL’s stock transfer book, which immediately prior to the Effective Time

represents an outstanding share of FSRL Stock.

“Burdensome Condition”

has the meaning set forth in Section 5.06(a).

“Business Day”

means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking

institutions in the State of Georgia are authorized or obligated to close.

“Call Reports”

has the meaning set forth in Section 3.07(b).

“Carryover PTO”

has the meaning set forth in Section 5.11(c).

“Cash Election”

has the meaning set forth in Section 2.02(a)(iii).

“Cash Election

Shares” has the meaning set forth in Section 2.02(a)(iii).

“CBAN”

has the meaning set forth in the preamble to this Agreement.

“CBAN Common Stock”

means the common stock, $1.00 par value per share, of CBAN.

“CBAN Common Stock

Issuance” has the meaning set forth in Section 3.06(a).

“CBAN Disclosure

Schedule” has the meaning set forth in Article IV.

“CBAN Employment

Agreements” has the meaning set forth in Section 5.21.

“CBAN Meeting”

has the meaning set forth in Section 5.04(a).

“CBAN Ratio”

has the meaning set forth in Section 7.01(i).

“CBAN Recommendation”

shall have the meanings set forth in Section 5.04(c).

“CBAN Reports”

has the meaning set forth in Section 4.05(a).

“CBAN RSU” has

the meaning set forth in Section 2.03(b).

“Certificate”

means any outstanding certificate, which immediately prior to the Effective Time, represents an outstanding share of FSRL Stock.

“Claim”

has the meaning set forth in Section 5.10(a).

“Closing”

and “Closing Date” have the meanings set forth in Section 1.04(b).

“Code”

has the meaning set forth in the Recitals.

“Community Reinvestment

Act” means the Community Reinvestment Act of 1977, as amended.

“Controlled Group

Members” means, with respect to the applicable entity, any related organizations described in Code Sections 414(b), (c),

or (m).

“Covered Employees”

has the meaning set forth in Section 5.11(a).

“Customary Servicing

Procedure” means, with respect to each Mortgage Loan, those mortgage servicing practices and procedures (including collection

procedures) that are in all material respects legal, proper and customary in the mortgage servicing business of prudent mortgage servicers

that service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located,

and which are in accordance with (a) the terms of the related Mortgage Note and Mortgage, and (b) applicable Law.

“D&O Insurance”

has the meaning set forth in Section 5.10(d).

“Derivative Transaction”

means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction

or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events,

weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with

respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other

similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support,

collateral or other similar arrangements related to any such transaction or transactions.

“Determination

Date” has the meaning set forth in Section 7.01(i).

“Director Restrictive

Covenant Agreements” has the meaning set forth in Section 5.19.

“Dissenting Shareholder”

has the meaning set forth in Section 2.01(c).

“Dissenting Shares”

has the meaning set forth in Section 2.01(c).

“Dodd-Frank Act”

means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“Effective Time”

has the meaning set forth in Section 1.04(a).

“Election Deadline”

has the meaning set forth in Section 2.02(a)(iv).

“Election Form”

has the meaning set forth in Section 2.02(a)(iii).

“Enforceability

Exception” has the meaning set forth in Section 3.05.

“Environmental

Law” means any federal, state or local Law, regulation, order, decree, permit, authorization, opinion or agency requirement

relating to: (a) pollution, the protection or restoration of the indoor or outdoor environment, human health and safety, or natural

resources, (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance, or (c) any injury

or threat of injury to persons or property in connection with any Hazardous Substance. The term Environmental Law includes, but is not

limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state

or local statutes, ordinances, rules, regulations and the like addressing similar issues: (i) Comprehensive Environmental Response,

Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, as amended, 42 U.S.C. § 9601

et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; the Clean Air Act, as amended, 42 U.S.C.

§ 7401, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; the Toxic Substances Control

Act, as amended, 15 U.S.C. § 2601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 1101, et

seq.; the Safe Drinking Water Act; 42 U.S.C. § 300f, et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq.;

(ii) common Law that may impose liability (including without limitation strict liability) or obligations for injuries or damages

due to the presence of or exposure to any Hazardous Substance.

“Equal Credit

Opportunity Act” means the Equal Credit Opportunity Act, as amended.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate”

means, with respect to the applicable entity, an organization that is related under Section 4001(b) of ERISA.

“ESOP”

means the First Reliance Bank Employee Stock Ownership Plan, as amended through the date hereof.

“ESOP Trust”

means the trust established and maintained in connection with the ESOP.

“ESOP Trustees”

means the person(s) currently serving as trustee(s) of the ESOP Trust.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agent”

means such exchange agent as may be designated by CBAN (which shall be CBAN’s transfer agent), and reasonably acceptable to FSRL,

to act as agent for purposes of conducting the exchange procedures described in Article II.

“Exchange Fund”

has the meaning set forth in Section 2.08(a).

“Exchange Ratio”

has the meaning set forth in Section 2.01(d)(ii).

“Excluded Claim”

means (a) any Claim brought by any Indemnified Party against any other Indemnified Party or CBAN or its Subsidiaries (or their respective

successors) or (b) any Claim brought by CBAN or its Subsidiaries (or their respective successors) against any Indemnified Party.

“Expiration Date”

has the meaning set forth in Section 7.01(f).

“Fair Credit Reporting

Act” means the Fair Credit Reporting Act, as amended.

“Fair Housing

Act” means the Fair Housing Act, as amended.

“Fannie Mae”

means the Federal National Mortgage Association.

“Fannie Mae Guide”

means the Fannie Mae Single Family Seller/Servicing Guide.

“Freddie Mac”

means the Federal Home Loan Mortgage Corporation, or any successor thereto.

“Freddie Mac Guide”

means the Freddie Mac Single Family Seller/Servicing Guide.

“FDIA”

has the meaning set forth in Section 3.28.

“FDIC”

means the Federal Deposit Insurance Corporation.

“FFIEC”

means the Federal Financial Institutions Examination Council.

“Final Index Price”

shall mean the average of the Index Prices for the twenty (20) consecutive full Trading Days

ending on the Determination Date or, if the Determination Date is not a full Trading Day, the Trading Day immediately prior to the Determination

Date.

“Financial Statements”

has the meaning set forth in Section 3.07(a).

“First Reliance

Bank” has the meaning set forth in Section 1.03.

“FRB”

means the Board of Governors of the Federal Reserve System.

“FSRL”

has the meaning set forth in the preamble to this Agreement.

“FSRL 401(a) Plan”

has the meaning set forth in Section 3.16(c).

“FSRL Benefit

Plans” has the meaning set forth in Section 3.16(a).

“FSRL Cancelled

Shares” has the meaning set forth in Section 2.01(b).

“FSRL Common Stock”

means the common stock, $0.01 par value per share, of FSRL.

“FSRL Disclosure

Schedule” has the meaning set forth in Article III.

“FSRL Employees”

has the meaning set forth in Section 3.16(a).

“FSRL Expenses”

has the meaning set forth in Section 5.24.

“FSRL Financial

Advisor” has the meaning set forth in Section 3.15.

“FSRL Intellectual

Property” means the Intellectual Property used in or held for use in the conduct of the business of FSRL and its Subsidiaries.

“FSRL Investment

Securities” means the investment securities of FSRL and its Subsidiaries.

“FSRL Junior Subordinated

Debt” has the meaning set forth in Section 3.03(b).

“FSRL Loan”

has the meaning set forth in Section 3.23(c).

“FSRL Material

Contracts” has the meaning set forth in Section 3.13(a).

“FSRL Meeting”

has the meaning set forth in Section 5.04(a).

“FSRL Option”

shall have the meaning set forth in Section 2.03(d).

“FSRL Preferred

Stock” means the series D preferred stock, no par value, of FSRL.

“FSRL Recommendation”

has the meaning set forth in Section 5.04(b).

“FSRL Regulatory

Agreement” has the meaning set forth in Section 3.14.

“FSRL Representatives”

has the meaning set forth in Section 5.09(a).

“FSRL RSA”

has the meaning set forth in Section 2.03(c).

“FSRL RSU”

has the meaning set forth in Section 2.03(a).

“FSRL Stock”

means the capital stock of FSRL, including FSRL Common Stock and FSRL Preferred Stock.

“FSRL Stock Plan”

means the First Reliance Bancshares, Inc. 2021 Equity Incentive Plan, as amended and restated on February 26, 2026.

“FSRL Subsequent

Determination” has the meaning set forth in Section 5.09(e).

“FSRL Voting Agreement”

or “FSRL Voting Agreements” shall have the meaning set forth in the recitals to this Agreement.

“GAAP”

means generally accepted accounting principles in the United States of America, applied consistently with past practice, including with

respect to quantity and frequency.

“GBCC”

has the meaning set forth in Section 1.01.

“Governmental

Authority” means any U.S. or foreign federal, state or local governmental commission, board, body, bureau or other regulatory

authority or agency, including, without limitation, courts and other judicial bodies, bank regulators, insurance regulators, applicable

state securities authorities, the SEC, the IRS, state banking departments, Fannie Mae, Freddie Mac, the Federal Housing Administration,

the Small Business Association, the Veteran’s Administration and the United States Department of Agriculture or any self-regulatory

body or authority, including any instrumentality or entity designed to act for or on behalf of the foregoing.

“Hazardous Substance”

means any and all substances (whether solid, liquid or gas) defined, listed, or otherwise regulated as pollutants, hazardous wastes, hazardous

substances, hazardous materials, extremely hazardous wastes, flammable or explosive materials, radioactive materials or words of similar

meaning or regulatory effect under any present or future Environmental Law or that may have a negative impact on human health or the environment,

including, but not limited to, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls,

lead, radon, radioactive materials, flammables and explosives, mold, mycotoxins, microbial matter and airborne pathogens (naturally occurring

or otherwise). Hazardous Substance does not include substances of kinds and in amounts ordinarily and customarily used or stored for the

purposes of cleaning or other maintenance or operations.

“Holder”

means the holder of record of shares of FSRL Stock.

“Home Mortgage

Disclosure Act” means Home Mortgage Disclosure Act of 1975, as amended.

“Indemnified Party”

has the meaning set forth in Section 5.10(a).

“Index Price”

shall mean the closing price on such date of the NASDAQ Bank Index.

“Index Ratio”

has the meaning set forth in Section 7.01(i).

“Informational

Systems Conversion” has the meaning set forth in Section 5.13.

“Insurance Policies”

has the meaning set forth in Section 3.33(a).

“Intellectual

Property” means (a) trademarks, service marks, trade names, Internet domain names, designs, logos, slogans, and general

intangibles of like nature, together with all goodwill, registrations and applications related to the foregoing; (b) patents and industrial

designs (including any continuations, divisionals, continuations-in-part, renewals, reissues, and applications for any of the foregoing);

(c) copyrights (including any registrations and applications for any of the foregoing); (d) Software (excluding off-the-shelf Software);

and (e) technology, trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and

methodologies.

“IRS”

means the United States Internal Revenue Service.

“Knowledge”

means, with respect to FSRL, the actual knowledge, of the Persons set forth in FSRL Disclosure Schedule 8.01, after due inquiry

of their direct subordinates who would be likely to have knowledge of such matter, and with respect to CBAN, the actual knowledge of the

Persons set forth in CBAN Disclosure Schedule 8.01, after due inquiry of their direct subordinates who would be likely to have

knowledge of such matter.

“Law”

means any federal, state, local or foreign Law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration

award, agency requirement, license or permit of any Governmental Authority that is applicable to the referenced Person.

“Leases”

has the meaning set forth in Section 3.31(b).

“Letter of Transmittal”

has the meaning set forth in Section 2.07.

“Liens”

means any charge, mortgage, pledge, security interest, restriction, claim, lien or encumbrance, conditional and installment sale agreement,

charge, claim, option, rights of first refusal, encumbrances, or security interest of any kind or nature whatsoever (including any limitation

on voting, sale, transfer or other disposition or exercise of any other attribute of ownership).

“Loans”

has the meaning set forth in Section 3.23(a).

“Mailing Date”

has the meaning set forth in Section 2.02(a)(iii).

“Material Adverse

Effect” with respect to any party means (a) any change, development or effect that individually or in the aggregate is,

or is reasonably likely to be, material and adverse to the condition (financial or otherwise), results of operations, liquidity, assets

or deposit liabilities, properties, or business of such party and its Subsidiaries, taken as a whole, or (b) any change, development or

effect that individually or in the aggregate would, or would be reasonably likely to, materially impair the ability of such party to perform

its obligations under this Agreement or otherwise materially impairs, or is reasonably likely to materially impair, the ability of such

party to consummate the Merger and the transactions contemplated hereby; provided, however, that, in the case of clause

(a) only, a Material Adverse Effect shall not be deemed to include the impact of (i) changes after the date of this Agreement in

banking and similar Laws of general applicability or interpretations thereof by Governmental Authorities (except to the extent that such

change disproportionately adversely affects FSRL and its Subsidiaries or CBAN and its Subsidiaries, as the case may be, compared to other

companies of similar size operating in the same industry in which FSRL and CBAN operate, in which case only the disproportionate effect

will be taken into account), (ii) changes after the date of this Agreement in GAAP or regulatory accounting requirements applicable

to banks or bank holding companies generally (except to the extent that such change disproportionately adversely affects FSRL and its

Subsidiaries or CBAN and its Subsidiaries, as the case may be, compared to other companies of similar size operating in the same industry

in which FSRL and CBAN operate, in which case only the disproportionate effect will be taken into account), (iii) changes after the date

of this Agreement in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic

or market (including equity, credit and debt markets, as well as changes in interest rates) conditions in the United States or the State

of Georgia affecting the financial services industry generally (except to the extent that such change disproportionately adversely affects

FSRL and its Subsidiaries or CBAN and its Subsidiaries, as the case may be, compared to other companies of similar size operating in the

same industry in which FSRL and CBAN operate, in which case only the disproportionate effect will be taken into account), (iv) public

disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken

with the prior written consent of the other party, or as otherwise expressly permitted or contemplated by this Agreement; (v) any failure

by FSRL or CBAN to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any

period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from

the definition of Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect),

(vi) changes in the trading price or trading volume of CBAN Common Stock, and (vii) the impact of the public disclosure of this Agreement

and the transactions contemplated hereby on relationships with customers or employees (including the loss of personnel subsequent to the

date of this Agreement).

“Maximum D&O

Tail Premium” has the meaning set forth in Section 5.10(d).

“Merger”

has the meaning set forth in the recitals.

“Merger Consideration”

means the aggregate Per Share Merger Consideration payable to Holders of FSRL Stock hereunder.

“Minimum Stock Consideration

Amount” means an amount that is great than or equal to the lesser of the following:

(a)       an

amount equal to the product of the Starting CBAN Stock Price, the maximum number of shares of CBAN Common Stock to be issued as Merger

Consideration, and 0.80; or

(b)       an

amount equal to (i) the product of the Index Ratio, 0.80, the maximum number of shares of CBAN Common Stock to be issued as Merger Consideration,

and the Average Closing Price, divided by the CBAN Ratio.

“Mortgage”

means with respect to a Mortgage Loan, the mortgage, deed of trust or other instrument securing the related Mortgage Note.

“Mortgage Loans”

has the meaning set forth in Section 3.41.

“Mortgage Note”

means the note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage and any riders thereto.

“Mortgaged Property”

means the real property and fixtures encumbered by a Mortgage.

“Mortgagor”

means with respect to each Mortgage Loan, the obligor on a Mortgage Note, including any co-borrower, co-maker, co-signor or guarantor,

who is obligated under the terms of such Mortgage Note.

“National Labor

Relations Act” means the National Labor Relations Act, as amended.

“Non-Election

Shares” has the meaning set forth in Section 2.02(a)(iii).

“Notice of Superior

Proposal” has the meaning set forth in Section 5.09(e).

“Notice Period”

has the meaning set forth in Section 5.09(e).

“NYSE”

means the New York Stock Exchange.

“Observer”

has the meaning set forth in Section 5.22(b).

“OCC”

means the Office of the Comptroller of the Currency.

“Ordinary Course

of Business” means the ordinary, usual and customary course of business of FSRL and FSRL’s Subsidiaries consistent

with past practice, including with respect to frequency and amount.

“OREO”

has the meaning set forth in Section 3.23(b).

“OTCQX Market”

means Over-the-Counter Quotation Exchange.

“Party”

or “Parties” have the meaning set forth in the preamble.

“Per Share Cash

Consideration” has the meaning set forth in Section 2.01(d)(i).

“Per Share Merger

Consideration” means the Per Share Cash Consideration or the Per Share Stock Consideration, as applicable.

“Per Share Stock

Consideration” has the meaning set forth in Section 2.01(d)(ii).

“Person”

means any individual, bank, corporation, partnership, association, joint-stock company, business trust, limited liability company, unincorporated

organization or other organization or firm of any kind or nature.

“Phase I”

has the meaning set forth in Section 5.01(x).

“Plan of Merger”

has the meaning set forth in Section 1.04(a).

“Proxy Statement-Prospectus”

means the joint proxy statement and prospectus and other proxy solicitation materials of CBAN and FSRL relating to the CBAN Meeting and

the FSRL Meeting.

“Registration

Statement” means the Registration Statement on Form S-4 to be filed with the SEC by CBAN in connection with the CBAN Common

Stock Issuance (including the Proxy Statement-Prospectus constituting a part thereof).

“Regulations”

means the final and temporary regulations promulgated under the Code by the United States Department of the Treasury.

“Regulatory Approvals”

has the meaning set forth in Section 3.06(a).

“Representative”

has the meaning set forth in Section 2.02(a)(iii).

“Requesting Party”

has the meaning set forth in Section 1.05.

“Requisite CBAN

Shareholder Approval” means approval of the issuance of CBAN Common Stock as contemplated by this Agreement, by a vote (in

person or by proxy) of the majority of the votes cast by holders of CBAN Common Stock entitled to vote thereon at the CBAN Meeting.

“Requisite FSRL

Shareholder Approval” means approval of this Agreement and the transactions contemplated hereby by a vote (in person or

by proxy) of two thirds of the votes entitled to be cast by the holders of FSRL Common Stock and FSRL Preferred Stock (voting together

with the holders of FSRL Common Stock as a single voting group) entitled to vote thereon at the FSRL Meeting. Such approval must also

include the ESOP Vote as required by law.

“Rights”

means, with respect to any Person, warrants, options, rights, convertible securities and other arrangements or commitments which obligate

the Person to issue or dispose of any of its capital stock or other ownership interests.

“Rollover RSU” has

the meaning set forth in Section 2.03(a).

“Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SBA”

means the Small Business Administration.

“SCBCA”

means the South Carolina Business Corporation Act.

“SEC”

means the Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shortfall Number”

has the meaning set forth in Section 2.02(b)(ii).

“Software”

means computer programs, whether in source code or object code form (including any and all software implementation of algorithms, models

and methodologies), databases and compilations (including any and all data and collections of data), and all documentation (including

user manuals and training materials) related to the foregoing.

“SRO”

has the meaning set forth in Section 3.06(a).

“Starting CBAN

Stock Price” shall mean $21.08.

“Starting Index

Price” shall mean $5,193.85.

“Stock Conversion

Maximum” has the meaning set forth in Section 2.02(a)(ii).

“Stock Election”

has the meaning set forth in Section 2.02(a)(iii).

“Stock Election

Number” has the meaning set forth in Section 2.02(b)(i).

“Stock Election

Shares” has the meaning set forth in Section 2.02(a)(iii).

“Subsidiary”

means, with respect to any party, any corporation or other entity of which a majority of the capital stock or other ownership interest

having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time

directly or indirectly owned by such party. Any reference in this Agreement to a Subsidiary of FSRL means, unless the context otherwise

requires, any current or former Subsidiary of FSRL.

“Superior Proposal”

has the meaning set forth in Section 5.09(a).

“Surviving Bank”

has the meaning set forth in Section 1.03.

“Surviving Entity”

has the meaning set forth in the Recitals.

“Systems”

means all hardware, computers, software, websites, applications, databases, systems, networks and other information technology assets

and equipment.

“Takeover Statutes”

has the meaning set for in Section 5.29.

“Tax”

and “Taxes” shall mean all federal, state, local, and foreign taxes, charges, fees, levies, imposts, duties,

or other like assessments, including assessments for unclaimed property, as well as income, gross receipts, excise, employment, sales,

use, transfer, intangible, recording, license, payroll, franchise, severance, documentary, stamp, occupation, windfall profits, environmental,

federal highway use, commercial rent, customs duties, capital stock, paid-up capital, profits, withholding, Social Security, single business

and unemployment, disability, real property, personal property, registration, ad valorem, value added, alternative or add-on minimum,

estimated, or other tax or governmental fee of any kind whatsoever, or any amount in respect of unclaimed property or escheat, imposed

by or required to be paid or withheld by the United States or any state, local, or foreign government or subdivision or agency thereof,

whether disputed or not, including any related interest, penalties, and additions imposed thereon or with respect thereto, and including

any liability for Taxes of another Person pursuant to a contract, as a transferee or successor, under Treasury Regulation Section 1.1502-6

or analogous provision of state, local or foreign Law or otherwise.

“Tax Returns”

shall mean any report, return, declaration, claim for refund, information return or statement relating to Taxes, including any associated

schedules, forms, attachments or amendments and any related or supporting information, estimates, elections, or statements provided or

required to be provided to the appropriate Governmental Authority in connection with Taxes, including any return of an affiliated or combined

or unitary group that includes a Party or its Subsidiaries and including without limitation any estimated Tax return.

“Terminated Contracts”

has the meaning set forth in Section 5.15.

“Termination Date”

has the meaning set forth in Section 7.01(i).

“Termination Fee”

has the meaning set forth in Section 7.02(a).

“The date hereof”

or “the date of this Agreement” means the date first set forth above in the preamble to this Agreement.

“Trading Day”

means any day on which NYSE is open for trading; provided that a “Trading Day” only includes those days that have a scheduled

closing time of 4:00 p.m. (Eastern Time).

“Truth in Lending

Act” means the Truth in Lending Act of 1968, as amended.

“Unaudited Financial

Statements” has the meaning set forth in Section 3.07(a).

“USA PATRIOT Act”

means the USA PATRIOT Act of 2001, Public Law 107-56, and the regulations promulgated thereunder.

“Vesting Conditions” has

the meaning set forth in Section 2.03(b).

Article

MISCELLANEOUS

Section 9.01   Survival.

No representations, warranties,

agreements or covenants contained in this Agreement shall survive the Effective Time other than this Section 9.01 and any other

agreements or covenants contained herein that by their express terms are to be performed after the Effective Time, including, without

limitation, Section 5.10.

Section 9.02   Waiver;

Amendment.

Prior to the Effective Time

and to the extent permitted by applicable Law, any provision of this Agreement may be (a) waived by the Party benefited by the provision,

provided such waiver is in writing and signed by such Party, or (b) amended or modified at any time, by an agreement in writing among

the Parties executed in the same manner as this Agreement, except that after the CBAN Meeting or the FSRL Meeting no amendment shall be

made which by Law requires further approval by the shareholders of CBAN or FSRL, as applicable, without obtaining such approval. The waiver

by either Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of

such breach or as a waiver of any other or subsequent breach.

Section 9.03   Governing

Law; Jurisdiction; Waiver of Right to Trial by Jury.

(a)       This

Agreement shall be governed by, and interpreted and enforced in accordance with, the internal,

substantive laws of the State of Georgia, without regard for conflict of law

provisions.

(b)       Each

Party agrees that it will bring any action or proceeding

in respect of any claim arising out of or related to this

Agreement or the transactions contemplated hereby exclusively in any federal or

state court of competent jurisdiction located in the State of Georgia (the “Georgia

Courts”), and, solely in connection with claims arising under this Agreement or the

transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction

of the Georgia Courts, (ii) waives any objection to laying venue in any such action or

proceeding in the Georgia Courts, (iii) waives any objection that the Georgia

Courts are an inconvenient forum or do not have jurisdiction over any party

and (iv) agrees that service of process upon such party in any such action or

proceeding will be effective if notice is given in accordance with Section 9.05.

Party acknowledges and agrees that any controversy which may arise under this Agreement

is likely to involve complicated and difficult issues, and therefore each such Party hereby

irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect

of any litigation directly or indirectly arising out of or relating

to this Agreement, or the transactions contemplated by this

Agreement. Each Party certifies and acknowledges that (i)

no representative, agent or attorney of any other party has

represented, expressly or otherwise, that such other party would

not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each Party understands

and has considered the implications of this waiver, (iii) each Party makes this waiver voluntarily,

and (iv) each Party has been induced to enter into this Agreement

by, among other things, the mutual waivers and certifications in this Section 9.03.

Section 9.04   Expenses.

Except as otherwise provided

in Section 7.02, each Party will bear all expenses incurred by it in connection with this Agreement and the transactions contemplated

hereby, including fees and expenses of its own financial consultants, accountants and counsel. Nothing contained in this Agreement shall

limit either Party’s rights to recover any liabilities or damages arising out of the other Party’s willful breach of any provision

of this Agreement.

Section 9.05   Notices.

All notices, requests and

other communications hereunder to a Party, shall be in writing and shall be deemed properly given if delivered (a) personally, (b) by

registered or certified mail (return receipt requested), with adequate postage prepaid thereon, (c) by properly addressed electronic mail

delivery (with confirmation of delivery receipt), or (d) by reputable courier service to such Party at its address set forth below, or

at such other address or addresses as such Party may specify from time to time by notice in like manner to the Parties. All notices shall

be deemed effective upon delivery.

(a)       if

to CBAN, to:

Colony Bankcorp, Inc.

115 South Grant Street

Fitzgerald, Georgia 31750

Attn:   T. Heath Fountain,

Chief Executive Officer

E-mail:   heath.fountain@colonybank.com

with a copy (which shall not constitute notice

to CBAN) to:

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309

Attn:   Mark C. Kanaly

David S. Park

E-mail:   mark.kanaly@alston.com

david.park@alston.com

(b)       if

to FSRL, to:

First Reliance Bancshares, Inc.

2170 West Palmetto Street

Florence, South Carolina 29501

Attn:    F.R. Saunders,

Jr.

E-mail:   rsaunders@firstreliance.com

with a copy (which shall not constitute notice

to FSRL) to:

Ward and Smith, P.A.

127 Racine Drive

Post Office Box

7068

Wilmington, North

Carolina

Attn:   B.T. Atkinson

E-mail:   btatkinson@wardandsmith.com

Section 9.06   Entire

Understanding; No Third-Party Beneficiaries.

This Agreement represents

the entire understanding of the Parties and thereto with reference to the transactions contemplated hereby, and this Agreement supersedes

any and all other oral or written agreements heretofore made. Except for the Indemnified Parties’ rights under Section 5.10,

CBAN and FSRL hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit

of the other Party, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not,

confer upon any Person (including any person or employees who might be affected by Section 5.11), other than the Parties, any rights

or remedies hereunder, including, the right to rely upon the representations and warranties set forth herein. The representations and

warranties in this Agreement are the product of negotiations between the Parties and are for the sole benefit of the Parties. Consequently,

Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts

or circumstances as of the date of this Agreement or as of any other date.

Section 9.07   Severability.

In the event that any one

or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent

jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and the Parties

will use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements

the purposes and intents of this Agreement.

Section 9.08   Enforcement

of the Agreement.

The Parties agree that irreparable

damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms

or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent

breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state

having jurisdiction without having to show or prove economic damages and without the requirement of posting a bond, this being in addition

to any other remedy to which they are entitled at law or in equity.

Section 9.09   Interpretation.

(a)       When

a reference is made in this Agreement to sections, exhibits or

schedules, such reference shall be to a section of, or exhibit or

schedule to, this Agreement unless otherwise indicated. The table of contents and captions

and headings contained in this Agreement are included solely for convenience of reference; if there

is any conflict between a caption or heading and the text of this Agreement,

the text shall control. Whenever the words “include,” “includes”

or “including” are used in this Agreement,

they shall be deemed to be followed by the words “without limitation.”

(b)       The

Parties have participated jointly in the negotiation and drafting of this Agreement

and the other agreements and documents contemplated herein. In the event an ambiguity or

question of intent or interpretation arises under any provision of this Agreement

or any other agreement or document contemplated herein,

this Agreement and such other agreements or documents shall

be construed as if drafted jointly by the Parties, and no presumption or

burden of proof shall arise favoring or disfavoring any party

by virtue of authorizing any of the provisions of this Agreement or any other agreements

or documents contemplated herein.

FSRL Disclosure Schedule and the CBAN Disclosure Schedule,

as well as all other schedules and all exhibits to this Agreement, shall be deemed part of this

Agreement and included in any reference to this Agreement.

Any matter disclosed pursuant to any section of either the FSRL Disclosure Schedule or the CBAN Disclosure

Schedule shall be deemed disclosed for purposes of any other section of Article III or Article

IV, respectively, to the extent that applicability of the disclosure to such other section is reasonably apparent on the face, notwithstanding

the absence of a specific cross-reference, of such disclosure. No item is required to be set forth in either the FSRL Disclosure

Schedule or the CBAN Disclosure Schedule as an exception to a representation or warranty

if its absence would not result in the related representation or warranty being deemed untrue or

incorrect. The mere inclusion of an item in either Disclosure Schedule as an exception to

a representation or warranty shall not be deemed an admission by either party

that such item represents a material exception or fact,

event or circumstance or that such item is reasonably likely

to result in a Material Adverse Effect, or that any breach

or violation of applicable Laws or any contract exists or

has actually occurred. This Agreement shall not be interpreted or

construed to require any person to take any action, or fail

to take any action, if to do so would violate any applicable Law.

(d)       Any

reference contained in this Agreement to specific statutory or

regulatory provisions or to any specific Governmental Authority

shall include any successor statute or regulation,

or successor Governmental Authority, as the case may be.

Unless the context clearly indicates otherwise, the masculine, feminine, and neuter genders will be deemed to be interchangeable, and

the singular includes the plural and vice versa. As used herein,

(i) the term “made available” means any document or

other information that was (a) provided by one party or its representatives to the other

party or its representatives prior to the date hereof or (b)

included in the virtual data room of a party prior to the date

hereof, and (ii) the word “or” is not exclusive.

(e)       Unless

otherwise specified, the references to “Section” and “Article” in this Agreement

are to the Sections and Article of this Agreement. When used in this Agreement,

words such as “herein”, “hereinafter”,

“hereof”, “hereto”, and “hereunder”

refer to this Agreement as a whole, unless the context clearly requires otherwise.

Section 9.10   Assignment.

No Party may assign either

this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Party, and any

purported assignment in violation of this Section 9.10 shall be void. Subject to the preceding sentence, this Agreement shall be

binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 9.11   Confidential

Supervisory Information.

Information and documents

commonly known as “confidential supervisory information” that is prohibited from disclosure under 12 C.F.R. § 261.2(b),

12 C.F.R. § 309.6, or 12 C.F.R. § 4.32(b) shall not be disclosed by either Party and nothing in this Agreement shall require

such disclosure or be understood as constituting such disclosure.

Section 9.12   Counterparts.

This Agreement may be executed

and delivered by facsimile or by electronic data file and in one or more counterparts, all of which shall be considered one and the same

agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other

Party, it being understood that all Parties need not sign the same counterpart. Signatures delivered by facsimile or by electronic data

file shall have the same effect as originals.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be executed in counterparts by their duly authorized officers, all as of the day and year first above written.

COLONY BANKCORP, INC.

/s/ T. Heath Fountain

T. Heath Fountain

Chief Executive Officer

FIRST RELIANCE BANCSHARES, INC.

/s/ F.R. Saunders, Jr.

F.R. Saunders, Jr.

Chief Executive Officer

[Signature

Page to Agreement and Plan of Merger]

EXHIBIT A

FSRL VOTING AGREEMENT

THIS VOTING AGREEMENT

(this “Agreement”) is dated as of June [___], 2026, by and between the undersigned holder (“Shareholder”)

of capital stock of First Reliance Bancshares, Inc. a South Carolina corporation (“FSRL”), and Colony Bankcorp, Inc.,

a Georgia corporation (“CBAN”). All capitalized terms used but not defined herein shall have the meanings assigned

to them in the Merger Agreement (defined below).

RECITALS:

WHEREAS, concurrently

with the execution of this Agreement, CBAN and FSRL are entering into an Agreement and Plan of Merger (as such agreement may be subsequently

amended or modified, the “Merger Agreement”), pursuant to which (i) FSRL will merge with and into CBAN, with CBAN as

the surviving entity, and (ii) First Reliance Bank, a South Carolina state-chartered bank and a direct wholly-owned subsidiary of FSRL,

will merge with and into Colony Bank, a Georgia state-chartered bank and a direct wholly owned subsidiary of CBAN, with Colony Bank as

the surviving bank (collectively, the “Merger”), and in connection with the Merger, each issued and outstanding share

of FSRL Stock immediately prior to the Effective Time (apart from the Dissenting Shares and the FSRL Cancelled Shares) will be converted

into and exchanged for the right to receive the Merger Consideration and cash in lieu of fractional shares.

WHEREAS, Shareholder

“beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended)

and is entitled to dispose of (or direct the disposition of) and to vote (or direct the voting of) directly or indirectly the number of

shares of FSRL Stock indicated on the signature page of this Agreement under the heading “Total Number of Shares of FSRL Stock Subject

to this Agreement;” provided, that such shares do not include shares beneficially owned by Shareholder but subject to the

voting direction of a third party with regard to voting on the Merger (such shares, together with any additional shares of FSRL Stock

subsequently acquired by Shareholder during the term of this Agreement, including through the exercise of any stock option or other equity

award, warrant or similar instrument, being referred to collectively as the “Shares”); and

WHEREAS, it is a material

inducement to and condition of CBAN’s willingness to enter into the Merger Agreement that Shareholder execute and deliver this Agreement.

AGREEMENT:

NOW, THEREFORE, in

consideration of CBAN entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and in consideration

of the expenses incurred and to be incurred by CBAN in connection therewith, Shareholder and CBAN agree as follows:

Agreement to Vote Shares.

Shareholder irrevocably and unconditionally agrees that, while this Agreement is in effect, at any meeting of shareholders of FSRL, however

called, or at any adjournment thereof, or in any action proposed to be taken by written consent of the shareholders of FSRL, or in any

other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing

in advance by CBAN, Shareholder shall:

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appear at each such

meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and

vote (or cause to

be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct

the voting, (i) in favor of adoption and approval of the Merger Agreement and the consummation of the transactions contemplated thereby

(including any amendments or modifications of the terms thereof approved by the board of directors of FSRL and adopted in accordance with

the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to

approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty

or any other obligation or agreement of FSRL contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv)

against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected, to impede,

interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated

by the Merger Agreement or this Agreement.

Shareholder further agrees not to vote or execute

any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of FSRL, to approve or adopt

the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

No Inconsistent Agreements.

Shareholder hereby covenants and agrees that, except for this Agreement, Shareholder (i) shall not enter into, at any time while this

Agreement remains in effect, any voting agreement or voting trust or any other contract with respect to the Shares, (ii) shall not grant

at any time while this Agreement remains in effect, a proxy (other than as required to effect Shareholder’s voting obligations in

Section 1), consent or power of attorney in contravention of the obligations of Shareholder under this Agreement with respect to

the Shares, (iii) shall not commit any act, except for transfers permitted under Section 3, that could restrict or affect his or

her legal power, authority and right to vote any of the Shares then held of record or beneficially owned by Shareholder or otherwise reasonably

expected to prevent or disable Shareholder from performing any of his or her obligations under this Agreement, and (iv) shall not take

any action that would reasonably be expected to make any representation or warranty of Shareholder contained herein untrue or incorrect

or have the effect of impeding, preventing, delaying, interfering with, disabling or adversely affecting the performance by, Shareholder

of his or her obligations under this Agreement.

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No Transfers. Until

the earlier of (i) the termination of this Agreement pursuant to Section 7 and (ii) receipt of the Requisite FSRL Shareholder Approval,

Shareholder agrees not to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, enter into any swap or other

arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or enter into any contract

option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of,

any of the Shares, except the following transfers shall be permitted: (a) transfers by will or operation of Law, in which case this Agreement

shall bind the transferee, (b) transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing, prior to such transfer,

to be bound by the terms of this Agreement, (c) transfers in connection with estate and tax planning purposes, including transfers to

relatives, trusts and charitable organizations, subject to each transferee agreeing in writing, prior to such transfer, to be bound by

the terms of this Agreement, and (d) such transfers as CBAN may otherwise permit in its sole discretion. Any transfer or other disposition

in violation of the terms of this Section 3 shall be null and void. As promptly as practicable following the date hereof, Shareholder

shall notify FSRL’s transfer agent that there is a stop transfer order with respect to all of the Shares and that this Agreement

places limits on the voting of the Shares; provided, that any such stop transfer order and notice will immediately be withdrawn

and terminated by the Shareholder following the termination of this Agreement in accordance with Section 7.

Representations and Warranties

of Shareholder. Shareholder represents and warrants to and agrees with CBAN as follows:

Shareholder has

all requisite capacity and authority to enter into and perform his, her or its obligations under this Agreement.

This Agreement has

been duly executed and delivered by Shareholder, and assuming the due authorization, execution and delivery by CBAN, constitutes a valid

and legally binding obligation of Shareholder enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights

and to general equity principles.

The execution and

delivery of this Agreement by Shareholder does not, and the performance by Shareholder of his, her or its obligations hereunder and the

consummation by Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default under,

any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which Shareholder is a

party or by which Shareholder is bound, or any statute, rule or regulation to which Shareholder is subject or, in the event that Shareholder

is a corporation, partnership, trust or other entity, any charter, bylaw or other organizational document of Shareholder.

Shareholder is the

record and beneficial owner of, or is the trustee that is the record holder of, and whose beneficiaries are the beneficial owners of,

and has good title to all of the Shares, and the Shares are owned free and clear of any liens, security interests, charges or other encumbrances.

The Shares do not include shares over which Shareholder exercises control in a fiduciary capacity for any other person or entity that

is not an Affiliate of Shareholder, and no representation by Shareholder is made with respect thereto. Shareholder has the right to vote

the Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting

of the Shares, except as contemplated by this Agreement. Shareholder does not own, of record or beneficially, any shares of capital stock

of FSRL other than the Shares or any other securities convertible into or exercisable or exchangeable for such capital stock.

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There is no legal

action, suit, claim, investigation or proceeding pending against, or, to the knowledge of Shareholder, threatened against or affecting

Shareholder, that would reasonably be expected to impair the ability of Shareholder to perform his, her or its obligations under this

Agreement or to consummate the transactions contemplated hereby on a timely basis, or that questions the validity of this Agreement or

any action taken or to be taken by Shareholder in connection with this Agreement.

No Solicitation and Non-Disparagement.

From and after the date hereof until the termination of this Agreement pursuant to Section 7, Shareholder, in his, her or its capacity

as a shareholder of FSRL, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or representative of,

such Shareholder or any of his, her or its Affiliates to, directly or indirectly (and, to the extent applicable to Shareholder, such Shareholder

shall use commercially reasonable efforts to prohibit any of his, her or its representatives or Affiliates to), (i) initiate, solicit,

induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could

reasonably be expected to lead to, an Acquisition Proposal, (ii) except in his capacity as a director or officer of FSRL and under circumstances

for which such actions are permitted for FSRL under the Merger Agreement, participate in any discussions or negotiations regarding any

Acquisition Proposal or furnish, or otherwise afford access, to any person (other than CBAN) any information or data with respect to FSRL

or otherwise relating to an Acquisition Proposal, (iii) enter into any agreement, agreement in principle or letter of intent with respect

to an Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter

of intent relating to an Acquisition Proposal, (iv) solicit proxies with respect to an Acquisition Proposal (other than the Merger Agreement)

or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere

with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (v) initiate a shareholders’

vote or action by consent of FSRL’s shareholders with respect to an Acquisition Proposal or (vi) make, publish or communicate any

negative, defamatory or disparaging statements, remarks or comments concerning or alluding to FSRL, CBAN, First Reliance Bank, Colony

Bank or their products, customers, suppliers, licensees, licensors, franchisees or employees.

Specific Performance; Remedies;

Attorneys’ Fees. Shareholder acknowledges that it is a condition to the willingness of CBAN to enter into the Merger Agreement

that Shareholder execute and deliver this Agreement and that it will be impossible to measure in money the damage to CBAN if Shareholder

fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, CBAN will not have an adequate

remedy at Law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy is the appropriate remedy

for any such failure and will not oppose the granting of such relief on the basis that CBAN has an adequate remedy at Law. Shareholder

further agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection

with CBAN’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder, CBAN shall have

the right to inform any third party that CBAN reasonably believes to be, or to be contemplating, participating with Shareholder or receiving

from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of CBAN hereunder, and that

participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with CBAN set forth in

this Agreement may give rise to claims by CBAN against such third party.

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Term of Agreement; Termination.

The term of this Agreement shall commence on the date hereof. This Agreement may be terminated at any time prior to consummation of the

transactions contemplated by the Merger Agreement by the mutual written agreement of the parties hereto, and shall be automatically terminated

upon the earlier to occur of (i) the Effective Time, (ii) the amendment of the Merger Agreement in any manner that materially and adversely

affects any of Shareholder’s rights set forth therein (including, for the avoidance of doubt, any reduction to the Merger Consideration),

(iii) termination of the Merger Agreement or (iv) three (3) years from the date hereof. Upon such termination, no party shall have any

further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party from liability

for any breach of this Agreement prior to such termination.

Entire Agreement. This

Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated hereby, and this Agreement

supersedes any and all other oral or written agreements heretofore made.

Modification and Waiver.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing

signed by each party. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any

condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of dissimilar provisions or conditions

at the same or any prior subsequent time.

Severability. In the

event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect,

by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this

Agreement and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which,

insofar as practical, implements the purposes and intents of this Agreement.

Capacity as Shareholder.

This Agreement shall apply to Shareholder solely in his, her or its capacity as a shareholder of FSRL and it shall not apply in any manner

to Shareholder in his, her or its capacity as a director of FSRL, if applicable. Nothing contained in this Agreement shall be deemed to

apply to, or limit in any manner, the obligations of Shareholder to comply with his, her or its fiduciary duties as a director of FSRL,

if applicable.

Governing Law. This

Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Georgia,

without regard for conflict of law provisions.

Jurisdiction. Any civil

action, counterclaim, proceeding or litigation arising out of or relating to this Agreement shall be brought in the courts of record of

the State of Georgia in Ben Hill County or the United States District Court, Middle District of Georgia. Each party consents to the jurisdiction

of such Georgia court in any such civil action, counterclaim, proceeding or litigation and waives any objection to the laying of venue

of any such civil action, counterclaim, proceeding or litigation in such Georgia court. Service of any court paper may be effected on

such party by mail, as provided in this letter, or in such other manner as may be provided under applicable Laws.

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WAIVER OF JURY TRIAL.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN

RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS

AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY

OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS

AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.

Waiver of Appraisal Rights;

Further Assurances. To the extent permitted by applicable Law, Shareholder hereby waives any rights of appraisal or rights to dissent

from the Merger or demand fair value for his, her or its Shares in connection with the Merger, in each case, that Shareholder may have

under applicable Law. From time to time prior to the termination of this Agreement, at CBAN’s request and without further consideration,

Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable

to effect the actions and consummate the transactions contemplated by this Agreement. Shareholder further agrees not to commence or participate

in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise,

against CBAN, Colony Bank, FSRL, First Reliance Bank or any of their respective successors relating to the negotiation, execution or delivery

of this Agreement or the Merger Agreement or the consummation of the Merger.

Disclosure. Shareholder

hereby authorizes FSRL and CBAN to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission

and in the Proxy Statement-Prospectus such Shareholder’s identity and ownership of the Shares and the nature of Shareholder’s

obligations under this Agreement; provided, however, that CBAN shall provide Shareholder written drafts of any such disclosure

and consider in good faith Shareholder’s comments thereto.

Ownership. Nothing

in this Agreement shall be construed to give CBAN any rights to exercise or direct the exercise of voting power as owner of the Shares

or to vest in CBAN any direct or indirect ownership or incidents of ownership of or with respect to any of the Shares. All rights, ownership

and economic benefits of and relating to the Shares shall remain vested in and belong to the Shareholder, notwithstanding the provisions

of this Agreement, and CBAN shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the

policies or operations of FSRL or to exercise any power or authority to direct the Shareholder in voting any of the Shares, except as

otherwise expressly provided herein.

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Assignment. Except

as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by

any party hereto (whether by operation of Law, including by merger or consolidation, or otherwise) without the prior written consent of

the other party. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable

by the parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this Section 18

shall be null and void ab initio.

Third-Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto or their respective

successors any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Integration. Any singular

term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,”

“includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without

limitation,” unless the context otherwise requires. Unless the context otherwise requires, any reference herein to any Law

shall refer to such Law as amended, modified or reenacted from time to time and any rules or regulations promulgated thereunder.

Counterparts. This

Agreement may be executed and delivered by facsimile or by electronic data file and in one or more counterparts, all of which shall be

considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties

and delivered to the other party, it being understood that all parties need not sign the same counterpart. Signatures delivered by facsimile

or by electronic data file shall have the same effect as originals.

[Signature Page Follows]

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IN WITNESS WHEREOF,

the parties hereto have executed and delivered this Agreement as of the date first written above.

COLONY BANKCORP, INC.

By:

_____________________________________

T. Heath Fountain

Chief Executive Officer

SHAREHOLDER

_________________________________________

Printed Name: _____________________________

Number of Shares of FSRL Stock Subject to this

Agreement:___________________________

[Signature Page – FSRL Voting Agreement]

EXHIBIT B

CBAN VOTING AGREEMENT

THIS VOTING AGREEMENT

(this “Agreement”) is dated as of June 24, 2026, by and between the undersigned holder (“Shareholder”)

of common stock of Colony Bankcorp, Inc., a Georgia corporation (“CBAN”), and First Reliance Bancshares, Inc., a South

Carolina corporation (“FSRL”). All capitalized terms used but not defined herein shall have the meanings assigned to

them in the Merger Agreement (defined below).

RECITALS:

WHEREAS, concurrently

with the execution of this Agreement, CBAN and FSRL are entering into an Agreement and Plan of Merger (as such agreement may be subsequently

amended or modified, the “Merger Agreement”), pursuant to which (i) FSRL will merge with and into CBAN, with CBAN as

the surviving entity, and (ii) First Reliance Bank, a South Carolina state-chartered bank and a direct wholly-owned subsidiary of FSRL,

will merge with and into Colony Bank, a Georgia state-chartered bank and a direct wholly owned subsidiary of CBAN, with Colony Bank as

the surviving bank (collectively, the “Merger”), and in connection with the Merger, each issued and outstanding share

of FSRL Stock immediately prior to the Effective Time (apart from the Dissenting Shares and the FSRL Cancelled Shares) will be converted

into and exchanged for the right to receive the Merger Consideration and cash in lieu of fractional shares.

WHEREAS, Shareholder

“beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended)

and is entitled to dispose of (or direct the disposition of) and to vote (or direct the voting of) directly or indirectly the number of

shares of CBAN Common Stock indicated on the signature page of this Agreement under the heading “Number of Shares of CBAN Common

Stock Subject to this Agreement;” provided, that such shares do not include shares beneficially owned by Shareholder but

subject to the voting direction of a third party with regard to voting on the Merger (such shares, together with any additional shares

of CBAN Common Stock subsequently acquired by Shareholder during the term of this Agreement, including through the exercise of any stock

option or other equity award, warrant or similar instrument, being referred to collectively as the “Shares”); and

WHEREAS, it is a material

inducement to and a condition of FSRL’s willingness to enter into the Merger Agreement that Shareholder execute and deliver this

Agreement.

AGREEMENT:

NOW, THEREFORE, in

consideration of FSRL entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and in consideration

of the expenses incurred and to be incurred by FSRL in connection therewith, Shareholder and FSRL agree as follows:

Section 1.   Agreement

to Vote Shares. Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of CBAN, however called,

for the purpose of voting on the transactions contemplated by the Merger Agreement, or at any adjournment thereof, or in any other circumstances

in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by FSRL,

Shareholder shall:

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(a)       appear

at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating

a quorum; and

(b)       vote

(or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote

or direct the voting, (i) in favor of the transactions contemplated by the Merger Agreement (including any amendments or modifications

of the terms thereof approved by the board of directors of CBAN and adopted in accordance with the terms thereof); (ii) in favor of any

proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; and (iii) against

any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement

of CBAN contained in the Merger Agreement or of Shareholder contained in this Agreement.

Shareholder further agrees not to vote or execute

any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of CBAN, to approve the transactions

contemplated by the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Section 2.   No Transfers.

Until the earlier of (i) the termination of this Agreement pursuant to Section 5 and (ii) receipt of the approval of shareholders

of CBAN of the transactions contemplated by the Merger Agreement, Shareholder agrees not to, directly or indirectly, sell, transfer, pledge,

assign or otherwise dispose of, or enter into any contract option, commitment or other arrangement or understanding with respect to the

sale, transfer, pledge, assignment or other disposition of, any of the Shares, except the following transfers shall be permitted: (a)

transfers by will or operation of Law, in which case this Agreement shall bind the transferee, (b) transfers pursuant to any pledge agreement,

subject to the pledgee agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement, (c) transfers in connection

with estate and tax planning purposes, including transfers to relatives, trusts and charitable organizations, subject to each transferee

agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement, and (d) such transfers as FSRL may otherwise

permit in its sole discretion. Any transfer or other disposition in violation of the terms of this Section 2 shall be null and

void.

Section 3.   Representations

and Warranties of Shareholder. Shareholder represents and warrants to and agrees with CBAN as follows:

(a)       Shareholder

has all requisite capacity and authority to enter into and perform his, her or its obligations under this Agreement.

(b)       This

Agreement has been duly executed and delivered by Shareholder, and assuming the due authorization, execution and delivery by FSRL, constitutes

a valid and legally binding obligation of Shareholder enforceable against Shareholder in accordance with its terms, subject to bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’

rights and to general equity principles.

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execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of his, her or its obligations hereunder

and the consummation by Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default

under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which Shareholder

is a party or by which Shareholder is bound, or any statute, rule or regulation to which Shareholder is subject or, in the event that

Shareholder is a corporation, partnership, trust or other entity, any charter, bylaw or other organizational document of Shareholder.

(d)       Shareholder

is the record and beneficial owner of, or is the trustee that is the record holder of, and whose beneficiaries are the beneficial owners

of, and has good title to all of the Shares, and the Shares are owned free and clear of any liens, security interests, charges or other

encumbrances. The Shares do not include shares over which Shareholder exercises control in a fiduciary capacity for any other person or

entity that is not an Affiliate of Shareholder, and no representation by Shareholder is made with respect thereto. Shareholder has the

right to vote the Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect

to the voting of the Shares, except as contemplated by this Agreement. Shareholder does not own, of record or beneficially, any shares

of capital stock of CBAN Common Stock other than the Shares or any other securities convertible into or exercisable or exchangeable for

such capital stock, other than any restricted stock issued by CBAN.

Section 4.   Specific

Performance; Remedies; Attorneys’ Fees. Shareholder acknowledges that it is a condition to the willingness of FSRL to enter

into the Merger Agreement that Shareholder execute and deliver this Agreement and that it will be impossible to measure in money the damage

to FSRL if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, FSRL

will not have an adequate remedy at Law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy

is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that FSRL has an adequate

remedy at Law. Shareholder further agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting

of a bond in connection with FSRL’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder,

FSRL shall have the right to inform any third party that FSRL reasonably believes to be, or to be contemplating, participating with Shareholder

or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of FSRL hereunder,

and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with FSRL set

forth in this Agreement may give rise to claims by FSRL against such third party.

Section 5.   Term of Agreement;

Termination. The term of this Agreement shall commence on the date hereof. This Agreement may be terminated at any time prior to consummation

of the transactions contemplated by the Merger Agreement by the mutual written agreement of the parties hereto, and shall be automatically

terminated upon the earlier to occur of (i) the Effective Time, (ii) the amendment of the Merger Agreement in any manner that materially

and adversely affects any of Shareholder’s rights set forth therein (including, for the avoidance of doubt, any change to the Merger

Consideration), (iii) termination of the Merger Agreement or (iv) three (3) years from the date hereof. Upon such termination, no party

shall have any further obligations or liabilities hereunder; provided, however, that such termination shall not relieve any party

from liability for any breach of this Agreement prior to such termination.

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Section 6.   Entire Agreement.

This Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated hereby, and this

Agreement supersedes any and all other oral or written agreements heretofore made.

Section 7.   Modification

and Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is

agreed to in writing signed by each party. No waiver by either party hereto at any time of any breach by the other party hereto of, or

compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of dissimilar

provisions or conditions at the same or any prior subsequent time.

Section 8.   Severability.

In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect,

by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this

Agreement and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which,

insofar as practical, implements the purposes and intents of this Agreement.

Section 9.   Capacity

as Shareholder. This Agreement shall apply to Shareholder solely in his, her or its capacity as a shareholder of CBAN and it shall

not apply in any manner to Shareholder in his, her or its capacity as a director of CBAN, if applicable. Nothing contained in this Agreement

shall be deemed to apply to, or limit in any manner, the obligations of Shareholder to comply with his, her or its fiduciary duties as

a director of CBAN, if applicable.

Section 10.   Governing

Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State

of Georgia, without regard for conflict of law provisions.

Section 11.   Jurisdiction.

Any civil action, counterclaim, proceeding or litigation arising out of or relating to this Agreement shall be brought in the courts of

record of the State of Georgia in Ben Hill County or the United States District Court, Middle District of Georgia. Each party consents

to the jurisdiction of such Georgia court in any such civil action, counterclaim, proceeding or litigation and waives any objection to

the laying of venue of any such civil action, counterclaim, proceeding or litigation in such Georgia court. Service of any court paper

may be effected on such party by mail, as provided in this letter, or in such other manner as may be provided under applicable Laws.

Section 12.   WAIVER OF

JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED

AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL

BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED

BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,

EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY

UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN

INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.

B-4

Section 13.   Ownership.

Nothing in this Agreement shall be construed to give FSRL any rights to exercise or direct the exercise of voting power as owner of the

Shares or to vest in CBAN any direct or indirect ownership or incidents of ownership of or with respect to any of the Shares. All rights,

ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Shareholder, notwithstanding the

provisions of this Agreement, and CBAN shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer

any of the policies or operations of CBAN or to exercise any power or authority to direct the Shareholder in voting any of the Shares,

except as otherwise expressly provided herein.

Section 14.   Assignment.

Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned

by any party hereto (whether by operation of Law, including by merger or consolidation, or otherwise) without the prior written consent

of the other party. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable

by the parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this Section 14

shall be null and void ab initio.

Section 15.   Third-Party

Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto

or their respective successors any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 16.   Integration.

Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words

“include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by

the words “without limitation,” unless the context otherwise requires. Unless the context otherwise requires, any reference

herein to any Law shall refer to such Law as amended, modified or reenacted from time to time and any rules or regulations promulgated

thereunder.

Section 17.   Counterparts.

This Agreement may be executed and delivered by facsimile or by electronic data file and in one or more counterparts, all of which shall

be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties

and delivered to the other party, it being understood that all parties need not sign the same counterpart. Signatures delivered by facsimile

or by electronic data file shall have the same effect as originals.

[Signature Page Follows]

B-5

IN WITNESS WHEREOF, the

parties hereto have executed and delivered this Agreement as of the date first written above.

FIRST RELIANCE BANCSHARES, INC.

By:

______________________________________

Rick Saunders

Chief Executive officer

SHAREHOLDER

__________________________________________

Printed Name: ______________________________

Number of Shares of CBAN Common Stock Subject

to this Agreement:__________________________

[Signature Page – CBAN Voting Agreement]

EXHIBIT C

BANK PLAN OF MERGER AND MERGER AGREEMENT

This PLAN OF MERGER AND MERGER

AGREEMENT (this “Agreement”) is made and entered into as of June [●], 2026, by and between First Reliance Bank,

a South Carolina state-chartered bank with its main office located at 1901 Main Street, Suite 195, Columbia, SC 29201, and Colony Bank,

a Georgia state-chartered banking institution with its main office located at 302 South Main Street, Fitzgerald, Georgia 31750, to provide

for the merger of First Reliance Bank with and into Colony Bank (the “Bank Merger”). First Reliance Bank and Colony

Bank are referred to herein as the “Merging Banks”.

WHEREAS, Colony Bankcorp,

Inc. (“CBAN”), which owns all of the outstanding shares of Colony Bank, and First Reliance Bancshares, Inc. (“FSRL”),

which owns all of the outstanding shares of First Reliance Bank, have entered into an Agreement and Plan of Merger (the “Merger

Agreement”) which, among other things, contemplates the merger of FSRL with and into CBAN, all subject to the terms and conditions

of such Merger Agreement (the “Merger”);

WHEREAS, the Merger

Agreement contemplates the merger First Reliance Bank with and into Colony Bank, with Colony Bank as the surviving bank (the “Surviving

Bank”), conditioned upon and immediately following consummation of the Merger;

WHEREAS, the respective

boards of directors of FSRL, First Reliance Bank, CBAN and Colony Bank have approved the Bank Merger, upon the terms and subject to the

conditions set forth in this Agreement, and have determined that the Bank Merger and the other transactions contemplated by this Agreement

are in the best interests of their respective shareholders; and

WHEREAS, the Bank Merger

has been approved by a majority of the board of directors of Colony Bank, by CBAN, as the sole shareholder of Colony Bank, by a majority

of the board of directors of First Reliance Bank, and by FSRL, as the sole shareholder of First Reliance Bank, in each case in accordance

with the provisions of 12 U.S.C. § 215, O.C.G.A. § 7-1-531 and Chapter 25 of the South Carolina Banking and Branching Efficiency

Act.

NOW, THEREFORE, in

consideration of the premises and of the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency

of which are acknowledged, the Merging Banks, intending to be legally bound, hereby make, adopt and approve this Agreement, and hereby

prescribe the terms and conditions of the Bank Merger and the mode of effecting the Bank Merger as follows:

TERMS OF BANK MERGER

The Bank Merger.

As a result of the

Bank Merger, (i) each share of common stock of First Reliance Bank, par value $0.01 per share, issued and outstanding immediately prior

to the Effective Time (as defined below) shall cease to be outstanding and shall be cancelled and (ii) each share of capital stock of

Colony Bank, par value $10.00 per share, issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding

and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding immediately after the Effective Time.

For purposes of this Agreement, the Bank Merger shall become effective on the date and time the Articles of Merger (“Articles

of Merger”) reflecting the Bank Merger shall become effective with the Secretary of State of the State of Georgia (the “Effective

Time”). Any shareholder of First Reliance Bank voting against the Bank Merger shall have dissenters’ rights of appraisal

in accordance with applicable law.

C-1

At the Effective

Time, the Surviving Bank shall be considered the same business and corporate entity as each of the Merging Banks and thereupon and thereafter

all the property, rights, privileges, powers and franchises of each of the Merging Banks shall vest in the Surviving Bank and the Surviving

Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Merging Banks

and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property,

rights, privileges, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred

or entered into by the Surviving Bank. In addition, any reference to either of the Merging Banks in any contract, will or document, whether

executed or taking effect before or after the Effective Time, shall be considered a reference to the Surviving Bank if not inconsistent

with the other provisions of the contract, will or document; and any pending action or other judicial proceeding to which either of the

Merging Banks is a party shall not be deemed to have abated or to have been discontinued by reason of the Bank Merger, but may be prosecuted

to final judgment, order or decree in the same manner as if the Bank Merger had not been made or the Surviving Bank may be substituted

as a party to such action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered

for or against either of the Merging Banks if the Bank Merger had not occurred.

Subject to the terms

and conditions of this Agreement and the Merger Agreement, each of the Merging Banks agrees to use commercially reasonable efforts in

good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under

applicable law to permit consummation of the Bank Merger and the other transactions contemplated by this Agreement, and to reasonably

cooperate with the other Merging Bank to that end.

Name of Surviving Bank

and Principal Office. The name of the Surviving Bank shall be “Colony Bank.” The principal office of Colony Bank

shall continue to be 302 South Main Street, Fitzgerald, Georgia 31750 after the Effective Time. The branch offices of Colony Bank and

First Reliance Bank will be operated as branch offices of the Surviving Bank immediately following the Effective Time.

Articles of Incorporation.

On and after the Effective Time, the Articles of Incorporation of Colony Bank shall be the Articles of Incorporation of the Surviving

Bank until amended in accordance with applicable law.

C-2

Bylaws. On and

after the Effective Time, the Bylaws of Colony Bank shall be the Bylaws of the Surviving Bank until amended in accordance with applicable

law.

Directors and Officers.

On and after the Effective Time, until changed in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank, (i)

the directors of the Surviving Bank shall be the directors of Colony Bank immediately prior to the Effective Time, together with such

individuals as may be appointed to the Board of Directors of the Surviving Bank in accordance with the Merger Agreement and named in the

Articles of Merger related to the Bank Merger, and (ii) the officers of the Surviving Bank shall be the officers of Colony Bank immediately

prior to the Effective Time, together with such individuals as shall be named by the Board of Directors of the Surviving Bank following

the Effective Time. The directors and officers of the Surviving Bank shall hold office in accordance with the Articles of Incorporation

and Bylaws of the Surviving Bank.

Capital of Surviving Bank.

The amount of capital stock of the Surviving Bank authorized immediately following the Effective Time shall continue to be 150,000 shares

of common stock, par value $10.000 per share, of which 90,000 shares of common stock are issued and outstanding as of the date hereof.

Income Tax Treatment.

Each party to this Agreement agrees to treat the Bank Merger for all income tax purposes as a reorganization qualifying under Section

368(a) of the Internal Revenue Code of 1986, as amended and hereby adopt this Agreement as a result of execution thereof as a plan of

reorganization within the meaning of Treasury Regulations Section 1.368-2(g). None of the parties shall file a tax return or take any

position with any taxing authority that is inconsistent with the tax treatment described in the preceding sentence.

MISCELLANEOUS

Conditions Precedent.

The respective obligations of each party pursuant to this Agreement shall be subject to (i) the closing of the transactions contemplated

by the Merger Agreement; (ii) the approval of the Federal Deposit Insurance Corporation (the “FDIC”), (iii) the approval

of the Georgia Department of Banking and Finance (the “GDBF”); and (iv) the approval by the shareholders of each of

the Merging Banks. Additionally, no order, injunction or decree issued by any court or governmental authority of competent jurisdiction

or other legal restraint or prohibition preventing the consummation of the Bank Merger shall be in effect, and no law, statute, rule,

regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced that prohibits or makes illegal the

consummation of the Bank Merger.

Governing Law. This

Agreement shall be governed by and construed in accordance with the laws of the United States and the laws of the State of Georgia, without

regard to any applicable principles of conflicts of laws that would result in the application of the law of another jurisdiction.

Counterparts. This

Agreement may be executed (by facsimile or otherwise) by any one or more of the parties in any number of counterparts, each of which shall

be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

C-3

Amendments.

To the extent permitted by the FDIC, the GDBF and the Office of the Comptroller of the Currency, this Agreement may be amended by a subsequent

writing signed by the parties hereto upon the approval of the board of directors of each of the parties hereto.

Successors.

This Agreement shall be binding on the successors of First Reliance Bank and Colony Bank.

Further Assignments.

If at any time CBAN or the Colony Bank shall consider or be advised that any further assignments, conveyances or assurances are necessary

or desirable to vest, perfect or confirm in Colony Bank full title to any property or rights of First Reliance Bank or otherwise carry

out the provisions hereof, the proper officers and directors of First Reliance Bank, as of immediately prior to the Effective Time, and

thereafter the officers of Colony Bank acting on behalf of First Reliance Bank, shall execute and deliver, or shall cause to be executed

and delivered, any and all proper assignments, conveyances and assurances and do all things necessary or desirable to carry out the provisions

hereof.

[Signature page follows]

C-4

IN WITNESS WHEREOF, First

Reliance Bank and Colony Bank have caused this Plan of Bank Merger and Merger Agreement to be executed by their duly authorized officers

as of the date first set forth above.

COLONY BANK

ATTEST:

By:

Name:

Title:

FIRST RELIANCE BANK

ATTEST:

By:

Name:

Title:

[Signature Page – Bank Plan of Merger

and Merger Agreement]

EXHIBIT D

DIRECTOR NON-COMPETITION AND NON-DISCLOSURE

AGREEMENT

This Director Non-Competition

and Non-Disclosure Agreement (the “Agreement”), is dated as of June [___], 2026, by and between the undersigned director

of First Reliance Bancshares, Inc. (“Director”), and Colony Bankcorp, Inc., a Georgia corporation (“CBAN”).

All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (defined below).

RECITALS:

WHEREAS, concurrently

with the execution of this Agreement, CBAN and First Reliance Bancshares, Inc., a South Carolina corporation (“FSRL”),

are entering into an Agreement and Plan of Merger (as such agreement may be subsequently amended or modified, the “Merger Agreement”),

pursuant to which (i) FSRL will merge with and into CBAN, with CBAN as the surviving entity, and (ii) First Reliance Bank, a South Carolina

state-chartered bank and a direct wholly-owned subsidiary of FSRL, will merge with and into Colony Bank, a Georgia state-chartered bank

and a direct wholly-owned subsidiary of CBAN, with Colony Bank as the surviving bank (collectively, the “Merger”);

WHEREAS, Director is

a shareholder of FSRL and, as a result of the Merger and pursuant to the transactions contemplated by the Merger Agreement, Director is

expected to receive significant consideration in exchange for the shares of FSRL Stock held by Director;

WHEREAS, as of and

prior to the date hereof, Director serves and has served as a member of the Board of Directors of FSRL or First Reliance Bank, and, therefore,

Director has knowledge of the Confidential Information and Trade Secrets (each as hereinafter defined);

WHEREAS, as a result

of the Merger, CBAN will succeed to all of the Confidential Information and Trade Secrets, for which CBAN as of the Effective Time will

have paid valuable consideration and desires reasonable protection; and

WHEREAS, it is a material

prerequisite to the consummation of the Merger that each director of FSRL and First Reliance Bank, including Director, enter into this

Agreement.

AGREEMENT:

NOW, THEREFORE, in

consideration of these premises and the mutual covenants and undertakings herein contained, CBAN and Director, each intending to be legally

bound, covenant and agree as follows:

Restrictive Covenants.

Director acknowledges

that (i) CBAN has separately bargained for the restrictive covenants in this Agreement; and (ii) the types and periods of restrictions

imposed by the covenants in this Agreement are fair and reasonable to Director and such restrictions will not prevent Director from earning

a livelihood.

D-1

Having acknowledged

the foregoing, solely in the event that the Merger is consummated, Director covenants and agrees with CBAN as follows:

From and after the

date hereof, Director shall maintain in strict confidence and shall not, directly or indirectly, disclose, use or permit the use of any

Confidential Information or Trade Secrets for so long as such information remains Confidential Information or a Trade Secret, as applicable,

for any purpose, except for any disclosure that is required by applicable Law. In the event that Director is required by Law to disclose

any Confidential Information, Director will: (A) if and to the extent permitted by such Law, provide CBAN with prompt notice of such requirement

prior to the disclosure so that CBAN may waive the requirements of this Agreement or seek an appropriate protective order at CBAN’s

sole expense; however, Director will cooperate fully with CBAN in seeking such protective measures and (B) use commercially reasonable

efforts to obtain assurances that any Confidential Information disclosed will be accorded confidential treatment. If, in the absence of

a waiver or protective order, Director is nonetheless, in the opinion of his or her counsel, required to disclose Confidential Information,

disclosure may be made only as to that portion of the Confidential Information that counsel advises Director is required to be disclosed,

and Director shall use his or her reasonable best efforts to ensure that such disclosed Confidential Information is accorded confidential

treatment.

Except as expressly

provided on Schedule I to this Agreement, for a period beginning on the date hereof and ending two (2) years after the Effective Time

(the “Restricted Period”), Director will not (except on behalf of or with the prior written consent of CBAN), on Director’s

own behalf or in the service or on behalf of others, solicit or attempt to solicit any customer of CBAN, Colony Bank, FSRL or First Reliance

Bank (each a “Protected Party”), including actively sought prospective customers of First Reliance Bank as of the Effective

Time, for the purpose of providing products or services that are Competitive (as hereinafter defined) with those offered or provided by

any Protected Party. This restriction shall apply regardless of whether the customer relationship was established prior to or after the

Effective Time.

Except as expressly

provided on Schedule I to this Agreement, during the Restricted Period, Director will not (except on behalf of or with the prior written

consent of CBAN), either directly or indirectly, on Director’s own behalf or in the service or on behalf of others, act as a director,

manager, officer or employee of any business which offers products or services that are Competitive and which has an office located within

the Restricted Territory (as hereinafter defined).

During the Restricted

Period, Director will not, on Director’s own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit

or recruit, directly or by assisting others, any employee of any Protected Party, whether or not such employee is a full-time employee

or a temporary employee of such Protected Party, whether or not such employment is pursuant to a written agreement and whether or not

such employment is for a determined period or is at will, to cease working for such Protected Party; provided that the foregoing will

not prevent the placement of any general solicitation for employment not specifically directed towards employees of any Protected Party

or hiring any such person as a result thereof.

D-2

For purposes of

this Section 1, the following terms shall be defined as set forth below:

“Competitive,”

with respect to particular products or services, means products or services that are the same as or similar to the products or services

of any Protected Party.

“Confidential

Information” means data and information:

relating to the

business of FSRL and its Subsidiaries, including First Reliance Bank, regardless of whether the data or information constitutes a Trade

Secret;

disclosed to Director

or of which Director became aware as a consequence of Director’s relationship with FSRL and/or First Reliance Bank;

having value to

FSRL and/or First Reliance Bank and, as a result of the consummation of the transactions contemplated by the Merger Agreement, CBAN and/or

Colony Bank; and

not generally known

to competitors of FSRL or CBAN (including competitors to First Reliance Bank or Colony Bank).

Confidential Information shall include

Trade Secrets, methods of operation, names of customers, price lists, financial information and projections, personnel data and similar

information; provided, however, that the terms “Confidential Information” and “Trade Secrets” shall not mean data

or information that (x) has been disclosed to the public, except where such public disclosure has been made by Director without authorization

from FSRL or CBAN, (y) has been independently developed and disclosed by others, or (z) has otherwise entered the public domain through

lawful means.

“Restricted

Territory” means each county in South Carolina where First Reliance Bank operates a banking office at the Effective Time and

each county contiguous to each of such counties.

“Trade Secret”

means information, without regard to form, including technical or nontechnical data, a formula, a pattern, a compilation, a program, a

device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers

or suppliers, that is not commonly known by or available to the public and which information:

D-3

derives economic

value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who

can obtain economic value from its disclosure or use; and

is the subject of

efforts that are reasonable under the circumstances to maintain its secrecy.

Director acknowledges

that irreparable loss and injury would result to CBAN upon the breach of any of the covenants contained in this Section 1 and that damages

arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at

law or in equity, CBAN may petition and obtain from a court of law or equity, without the necessity of proving actual damages and without

posting any bond or other security, both temporary and permanent injunctive relief to prevent a breach by Director of any covenant contained

in this Section 1, and shall be entitled to an equitable accounting of all earnings, profits and other benefits arising out of any such

breach. In the event that the provisions of this Section 1 should ever be determined to exceed the time, geographic or other limitations

permitted by applicable Law, then such provisions shall be modified so as to be enforceable to the maximum extent permitted by Law. If

such provision(s) cannot be modified to be enforceable, the provision(s) shall be severed from this Agreement to the extent unenforceable.

The remaining provisions and any partially enforceable provisions shall remain in full force and effect.

Term and Termination.

This Agreement may be terminated at any time by the written consent of the parties hereto, and this Agreement shall be automatically terminated

upon the earlier of (a) termination of the Merger Agreement prior to the consummation of the Merger or; (ii) two (2) years following the

Effective Time. For the avoidance of doubt, the provisions of Section 1 shall only become operative upon the consummation of the Merger

but, in such event, shall survive the consummation of the Merger until the earlier of (a) two (2) years after the Effective Time or (b)

upon a Change in Control of CBAN. Upon termination of this Agreement, no party shall have any further obligations or liabilities hereunder,

except that termination of this Agreement will not relieve a breaching party from liability for any breach of any provision of this Agreement

occurring prior to the termination of this Agreement.

Notices. All notices,

requests and other communications hereunder to a party shall be in writing and shall be deemed properly given if delivered (a) personally,

(b) by registered or certified mail (return receipt requested), with adequate postage prepaid thereon, (c) by properly addressed electronic

mail delivery (with confirmation of delivery receipt) or (d) by reputable courier service to such party at its address set forth below,

or at such other address or addresses as such party may specify from time to time by notice in like manner to the parties hereto. All

notices shall be deemed effective upon delivery.

If to CBAN:

Colony Bankcorp, Inc.

115 South Grant Street

Fitzgerald, GA 31750

Attn:   T. Heath Fountain, Chief Executive Officer

E-mail:   heath.fountain@colonybank.com

D-4

If to Director:

The address of Director’s principal

residence as it appears in FSRL’s records as of the date hereof, as subsequently modified by Director’s provision of notice

regarding the same to CBAN.

Governing Law; Jurisdiction.

This Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Georgia,

without regard for conflict of law provisions. Any civil action, counterclaim, proceeding or litigation arising out of or relating to

this Agreement shall be brought in the courts of record of the State of Georgia in Ben Hill County or the United States District Court,

Middle District of Georgia. Each party consents to the jurisdiction of such Georgia court in any such civil action, counterclaim, proceeding

or litigation and waives any objection to the laying of venue of any such civil action, counterclaim, proceeding or litigation in such

Georgia court. Service of any court paper may be effected on such party by mail, as provided in this letter, or in such other manner as

may be provided under applicable Laws.

Modification and Waiver.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing

signed by Director and CBAN. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with,

any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of dissimilar provisions or

conditions at the same or any prior subsequent time.

Severability. In the

event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect,

by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this

Agreement and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which,

insofar as practical, implements the purposes and intents of this Agreement.

Counterparts. This

Agreement may be executed and delivered by facsimile or by electronic data file and in one or more counterparts, all of which shall be

considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties

and delivered to the other party, it being understood that all parties need not sign the same counterpart. Signatures delivered by facsimile

or by electronic data file shall have the same effect as originals.

Entire Agreement. This

Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated hereby, and this Agreement

supersedes any and all other oral or written agreements heretofore made.

D-5

Construction; Interpretation.

Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa,

and the masculine gender shall include the feminine and neuter genders and vice versa. Whenever the words “include,” “includes”

or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope,

extent or intent of this Agreement or any of its provisions.

[SIGNATURE PAGE FOLLOWS]

D-6

IN WITNESS WHEREOF,

the parties hereto have executed and delivered this Agreement as of the date first written above.

COLONY BANKCORP, INC.

By:

____________________________________

T. Heath Fountain

Chief Executive Officer

DIRECTOR

________________________________________

Printed Name: ____________________________

Signature Page – Director Non-Competition

and Non-Disclosure Agreement

Schedule I

For avoidance of doubt, the

parties acknowledge and agree that the restrictions set forth in Sections 1(b)(ii) and (iii) shall not apply to any of the following activities

of Director:

1. The provision of legal services by Director to any Person.

2. The provision of private equity/venture capital financing

by Director to any Person.

3. The provision of accounting services by Director to any Person.

4. The ownership of 5% or less of any class of securities of

any Person.

5. Obtaining banking-related services or products for entities

owned or controlled by the Director.

EXHIBIT E

CLAIMS LETTER

June [24], 2026

Colony Bankcorp, Inc.

115 South Grant Street

Fitzgerald, GA 31750

Ladies and Gentlemen:

This letter is delivered pursuant

to the Agreement and Plan of Merger, dated as of June [24], 2026 (the “Merger Agreement”), by and between Colony Bankcorp,

Inc., a Georgia corporation (“CBAN”), and First Reliance Bancshares, Inc., a South Carolina corporation (“FSRL”).

Concerning any claims which

the undersigned may have against FSRL or any of its subsidiaries, including First Reliance Bank (each, a “FSRL Entity”),

in his or her capacity as an officer, director or employee of any FSRL Entity, and in consideration of the promises and the mutual covenants

contained herein and in the Merger Agreement and the mutual benefits to be derived hereunder and thereunder, and other good and valuable

consideration, the receipt and sufficiency of which are acknowledged, the undersigned, intending to be legally bound, hereby agrees as

follows:

Definitions. Unless

otherwise defined in this letter, capitalized terms used in this letter have the meanings given to them in the Merger Agreement.

Release of Certain Claims.

The undersigned

hereby releases and forever discharges, effective upon the consummation of the Merger pursuant to the Merger Agreement, each FSRL Entity,

and each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each

of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims,

demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character

or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director

or employee of any FSRL Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against

any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities,

transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually a “Released

Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued

but have not yet been paid in the ordinary course of business consistent with past practice, including without limitation any accrued

but unpaid salary, wages, bonuses (whether annual, signing, retention, or transaction-related), deferred compensation, retirement benefits,

401(k) or other retirement plan contributions or matching, pension benefits, health or welfare benefits, paid time off, or expense reimbursements

which have been disclosed in writing to CBAN on or prior to the date of the Merger Agreement, or other contract rights relating to severance,

employment, stock options and restricted stock grants which have been disclosed in writing to CBAN on or prior to the date of the Merger

Agreement, and (ii) the items listed in Section 2(b) below.

E-1

For avoidance of

doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:

any Claims that the

undersigned may have in any capacity other than as an officer, director or employee of any FSRL Entity, including, but not limited to,

(A) Claims as a borrower under written loan commitments and agreements between the undersigned and First Reliance Bank, (B) Claims as

a depositor under any deposit account with First Reliance Bank, (C) Claims as the holder of any Certificate of Deposit issued by First

Reliance Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee

of any FSRL Entity, (E) Claims in his or her capacity as a shareholder of FSRL and (F) Claims as a holder of any check issued by any other

depositor of First Reliance Bank;

the Claims excluded

in Section 2(a)(i) above;

any Claims that the

undersigned may have under the Merger Agreement; or

any right to indemnification

that the undersigned may have under the articles of incorporation or bylaws of any FSRL Entity, under Georgia or South Carolina law or

the Merger Agreement.

Forbearance. The undersigned

shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit, action, claim or proceeding before or in any

court, regulatory, governmental, arbitral or other authority to collect or enforce any Released Claims which are released and discharged

hereby.

Miscellaneous.

This letter shall

be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Georgia, without regard

for conflict of law provisions.

This letter contains

the entire agreement between the parties with respect to the Released Claims released hereby, and the release of Claims contained in this

letter supersedes all prior agreements, arrangements or understandings (written or otherwise) with respect to such Released Claims, and

no representation or warranty, oral or written, express or implied, has been made by or relied upon by any party hereto, except as expressly

contained herein or in the Merger Agreement.

This letter shall

be binding upon and inure to the benefit of the undersigned and the Released Parties and their respective heirs, legal representatives,

successors and assigns.

E-2

This letter may

not be modified, amended or rescinded except by the written agreement of the undersigned and the Released Parties, it being the express

understanding of the undersigned and the Released Parties that no term hereof may be waived by the action, inaction or course of delaying

by or between the undersigned or the Released Parties, except in strict accordance with this paragraph, and further that the waiver of

any breach of the terms of this letter shall not constitute or be construed as the waiver of any other breach of the terms hereof.

The undersigned

represents, warrants and covenants that the undersigned is fully aware of the undersigned’s rights to discuss any and all aspects

of this matter with any attorney chosen by him or her, and that the undersigned has carefully read and fully understands all the provisions

of this letter, and that the undersigned is voluntarily entering into this letter.

This letter shall

become effective upon the consummation of the Merger, and its operation to extinguish all of the Released Claims released hereby is not

dependent on or affected by the performance or non-performance of any future act by the undersigned or the Released Parties. If the Merger

Agreement is terminated for any reason, this letter shall be of no force or effect.

If any civil action,

arbitration or other legal proceeding is brought for the enforcement of this letter, or because of an alleged dispute, breach, default

or misrepresentation in connection with any provision of this letter, the successful or prevailing party or parties shall be entitled

to recover reasonable attorneys’ fees, court costs, sales and use taxes and all reasonable expenses even if not taxable as court

costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment

proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’

fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other reasonable

charges billed by the attorney to the prevailing party (including any fees and costs associated with collecting such amounts).

Each party acknowledges

and agrees that any controversy which may arise under this letter is likely to involve complicated and difficult issues, and therefore

each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation

directly or indirectly arising out of or relating to this letter, or the transactions contemplated by this letter. Each party certifies

and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other

party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the

implications of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into this letter

by, among other things, the mutual waivers and certifications in this Section.

E-3

Any civil action,

counterclaim, proceeding or litigation arising out of or relating to this letter shall be brought in the courts of record of the State

of Georgia in Ben Hill County or the United States District Court, Middle District of Georgia. Each party consents to the jurisdiction

of such Georgia court in any such civil action, counterclaim, proceeding or litigation and waives any objection to the laying of venue

of any such civil action, counterclaim, proceeding or litigation in such Georgia court. Service of any court paper may be effected on

such party by mail, as provided in this letter, or in such other manner as may be provided under applicable laws, rules of procedure or

local rules.

[SIGNATURE PAGES FOLLOW]

E-4

Sincerely,

_______________________________

Signature of Director

_______________________________

Printed Name of Director

[Signature Page – Claims Letter]

On behalf of Colony Bankcorp,

Inc., I hereby acknowledge receipt of this letter as of this [24th] day of [June] 2026.

COLONY BANKCORP, INC.

By:

___________________________

T. Heath Fountain

Chief Executive Officer

[Signature Page – Claims Letter]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618469d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

COLONY BANKCORP,

INC. AND FIRST RELIANCE BANCSHARES, INC. SIGN DEFINITIVE MERGER AGREEMENT TO CREATE TRANSFORMATIONAL SOUTHEAST BANKING

PARTNERSHIP

FITZGERALD, GA. and FLORENCE, SC (June 24, 2026)

- Colony Bankcorp, Inc. (NYSE: CBAN) (“Colony” or the “Company”), the holding company for Colony Bank, and First

Reliance Bancshares, Inc. (OTCQX: FSRL) (“First Reliance”), the holding company for First Reliance Bank, today jointly announced

the signing of a definitive merger agreement in which Colony has agreed to acquire 100% of the stock of First Reliance in a combined stock-and-cash

transaction valued at approximately $163 million (the “Merger”). This strategic combination will create a transformational

partnership, significantly expanding the combined institution’s footprint across premier, high-growth markets in Alabama, Florida,

Georgia and South Carolina.

“This partnership represents a truly transformational

milestone for both Colony and First Reliance,” said Heath Fountain, Colony’s Chief Executive Officer. “By uniting our

teams, we are creating a premier Southeast banking franchise that is uniquely positioned to capture market share in some of the most dynamic

economies in the country. First Reliance shares our passion for community banking, and together, we will have the scale, talent, and resources

to better serve our customers and communities.”

Rick Saunders, Founder and Chief Executive Officer

of First Reliance, commented, “We are thrilled to partner with Colony in a move that accelerates our strategic growth plans. This

partnership allows us to preserve our cherished culture while gaining the operational scale required to compete at the highest level.

Our customers will enjoy access to broader banking capabilities and enhanced technology, while our employees will benefit from being part

of a larger, dynamic organization with expanded career opportunities.”

Key leadership appointments following the Merger

include Rick Saunders, who will join Colony as Executive Vice Chairman, board member, and member of the executive team. Justin Strickland,

currently President of First Reliance, will become Colony’s President for South Carolina and Robert Haile, First Reliance’s

Chief Financial Officer, will serve as Chief Investment Officer and Treasurer. Additionally, Brook Moore, First Reliance’s Chief

Credit Officer will become Colony’s Credit Officer for South Carolina and Chuck Stuart, current President of the First Reliance

Mortgage Division, will join as Co-President of Colony Mortgage.

Strengthening the governance of the combined company,

First Reliance director Rick Redden will join the Colony Board of Directors, while First Reliance Chairman Dr. Dale Lusk will maintain

an active advisory role with formal board observation rights.

Following the closing of the merger, First Reliance

locations in South Carolina will continue operating under the First Reliance brand. Customers of both organizations will continue to receive

the same industry-leading service both institutions are recognized for delivering.

Under the terms of the agreement, each First Reliance

shareholder will have the right to elect to receive either $19.75 in cash or 0.94 of a share of Colony’s common stock in exchange

for each share of First Reliance common stock, subject to customary proration and allocation procedures such that approximately 20% of

First Reliance common stock will be converted to cash consideration and the remaining 80% will be converted to Colony common stock. The

combined organization will have approximately $5 billion in total assets, $4.0 billion in total deposits, and $3.2 billion in loans, making

it one of the leading community banks in the Southeast. The transaction is expected to be immediately accretive to Colony’s earnings

per share, excluding one- time merger-related expenses, and will enhance Colony’s key performance ratios.

The boards of directors of both Colony and First

Reliance have unanimously approved the transaction, which is expected to close in fourth quarter 2026, subject to regulatory approvals,

shareholder approval, and other customary closing conditions.

A conference call with analysts will

be held at 9:00 AM Eastern Time on Thursday, June 25, 2026. The conference call can be accessed by dialing 1-800-715-9871 and using the

Conference ID: 3962081. A replay of the call will be available until Thursday, July 2, 2026, by dialing 1-800-770-2030 and entering the

passcode 3962081#. An investor presentation will be available under the Investor Relations section of the Company’s website, www.colony.bank.

Advisors

Keefe, Bruyette & Woods A Stifel Company

served as financial advisor and Alston & Bird, LLP served as legal counsel to Colony. Hovde Group, LLC served as financial advisor

to First Reliance and Ward and Smith, P.A. served as its legal advisor.

About Colony Bankcorp, Inc.

Colony Bankcorp,

Inc. is the bank holding company for Colony Bank. Founded in Fitzgerald, Georgia in 1975, Colony operates locations throughout Georgia

as well as in Birmingham, Alabama; Tallahassee, Florida; and the Florida Panhandle. Colony Bank offers a range of banking solutions for

personal and business customers. In addition to traditional banking services, Colony provides specialized solutions that include mortgage

lending, government guaranteed lending, consumer insurance, wealth management, credit cards and merchant services. Colony’s common

stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CBAN.” For more information, please

visit www.colony.bank. You can also follow the Company on social media.

About First Reliance Bancshares, Inc.

Founded in 1999

to provide a better banking experience and improve the lives of our clients, associates, and communities, First Reliance Bancshares, Inc.

(OTCQX: FSRL) is headquartered in Florence, South Carolina, with $1.1 billion in assets. First Reliance provides a comprehensive range

of consumer and business banking services, prioritizing superior customer service as the cornerstone of First Reliance.

For more information on First Reliance Bank, visit www.firstreliance.com.

Forward-Looking Statements

This news release contains “forward-looking

statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use

words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,”

“should,” “plan,” “estimate,” “predict,” “continue” and “potential”

or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of

the Merger, the expected returns and other benefits of the Merger, to shareholders, expected improvement in operating efficiency resulting

from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact

on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on the Company's capital ratios. Forward-looking

statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters

addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties

that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by

such statements.

Factors that

could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue

synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with

customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other

circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of First

Reliance’s business into the Company, (5) the failure to obtain the necessary approvals by the shareholders of First Reliance

or the Company, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability of the parties to

obtain required governmental approvals of the Merger on expected terms or in a timely manner, or at all, (8) reputational risk and

the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (9) the

failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the Merger, (10)

the risk that the integration of First Reliance’s operations into the operations of the Company will be materially delayed or

will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than

anticipated, including as a result of unexpected factors or events, (12) the dilution caused by the Company's issuance of additional

shares of its common stock in the Merger transaction, (13) the successful integration of the recently completed acquisition of TC

Bancshares, Inc., and (14) general competitive, economic, political and market conditions.

These factors are not necessarily all of the factors

that could cause the Company’s, First Reliance’s or the combined company’s actual results, performance, or achievements

to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or

unpredictable factors, also could harm the Company’s, First Reliance’s, or the combined company’s results.

The Company and First Reliance urge you to consider

all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by the Company and

/ or First Reliance. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors,

the actual results relating to the subject matter of any forward- looking statement may differ materially from the anticipated results

expressed or implied in that forward-looking statement. Any forward-looking statement made in this news release or made by the Company

or First Reliance in any report, filing, document or information incorporated by reference in this news release, speaks only as of the

date on which it is made. The Company and First Reliance undertake no obligation to update any such forward-looking statement, whether

as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include

a statement of the assumptions or bases underlying the forward-looking statement. The Company and First Reliance believe that these assumptions

or bases have been chosen in good faith and that they are reasonable. However, the Company and First Reliance caution you that assumptions

as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions

and actual occurrences and results can be material. Therefore, the Company and First Reliance caution you not to place undue reliance

on the forward-looking statements contained in this news release or incorporated by reference herein.

If the Company or First Reliance update one or

more forward-looking statements, no inference should be drawn that the Company or First Reliance will make additional updates with respect

to those or other forward-looking statements, unless required by law. Further information regarding the Company and factors which could

affect the forward-looking statements contained herein can be found in the cautionary language included under the headings “Management's

Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company's Annual

Reports on Form 10-K for the year ended December 31, 2025, and other documents subsequently filed by the Company with the Securities and

Exchange Commission (the “SEC”).

Additional Information About the Merger and Where to Find It

This news

release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or

approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed Merger,

the Company will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of First Reliance

and the Company and a prospectus of the Company, as well as other relevant documents concerning the proposed transaction. WE URGE

INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S- 4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN

THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED

MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FIRST RELIANCE AND THE PROPOSED MERGER. The joint proxy

statement/prospectus will be sent to the shareholders of First Reliance seeking the required shareholder approval. Investors and

security holders will be able to obtain free copies of the registration statement on Form S-4 and the related joint proxy

statement/prospectus, when filed, as well as other documents filed with the SEC by the Company through the web site maintained by

the SEC at www.sec.gov. Documents filed with the SEC by the Company will also be available free of charge by directing a written

request to Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald, Georgia 31750, Attn: Derek Shelnutt and on the Company’s

website, www.colony.bank, under Investor Relations. The Company’s telephone number is (229) 426- 6000.

Participants in the Transaction

The Company, First Reliance and certain of their

respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of First

Reliance and the Company in connection with the proposed transaction. Certain information regarding the interests of these participants

and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus

regarding the proposed transaction when it becomes available. Additional information about the Company and its directors and officers

may be found in the definitive proxy statement of the Company relating to its 2026 Annual Meeting of Shareholders filed with the SEC on

April 16, 2026. The definitive proxy statement can be obtained free of charge from the sources described above.

For additional Colony Bankcorp Inc. information, contact:

Derek Shelnutt

EVP & Chief Financial Officer

229-426-6000 ext. 6119

For additional First Reliance Bancshares Inc. information, contact:

Robert Haile

Chief Financial Officer, SEVP

(843) 674-3251

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2618469d1_ex99-2.htm · Sequence: 4

Exhibit 99.2

Creating a Strategic Partnership for Scalable Growth June 2026

2 CAUTIONARY STATEMENTS Forward-Looking Statements This presentation contains “forward-looking statements” as defined in the

Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,”

“believe,” “expect,” “anticipate,” “intend,” “will,” “should,”

“plan,” “estimate,” “predict,” “continue” and “potential” or the negative

of these terms or other comparable terminology, including statements related to the expected timing of the closing of the merger (the

“Merger”) between Colony Bankcorp, Inc. (“CBAN” or “Colony”) and First Reliance Bancshares, Inc. (“FSRL”),

the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the

Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and

timing of the recovery of the impact on tangible book value, and the effect of the Merger on CBAN’s capital ratios. Forward-looking

statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters

addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties

that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by

such statements. Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost

savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from

the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other

circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of FSRL’s

business into CBAN, (5) the failure to obtain the necessary approvals by the shareholders of FSRL or CBAN, (6) the amount of the costs,

fees, expenses and charges related to the Merger, (7) the ability of the parties to obtain required governmental approvals of the Merger

on expected terms or in a timely manner, or at all, (8) reputational risk and the reaction of each of the companies’ customers,

suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the merger agreement to be

satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of FSRL’s operations into the operations

of CBAN will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more

expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by CBAN’s

issuance of additional shares of its common stock in the Merger transaction, and (13) the successful integration of the recently completed

acquisition of TC Bancshares, Inc., (14) general competitive, economic, political and market conditions. These factors are not necessarily

all of the factors that could cause CBAN’s, FSRL’s or the combined company’s actual results, performance, or achievements

to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or

unpredictable factors, also could harm CBAN’s, FSRL’s, or the combined company’s results. CBAN and FSRL urge you to

consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by CBAN

and / or FSRL. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the

actual results relating to the subject matter of any forward- looking statement may differ materially from the anticipated results expressed

or implied in that forward-looking statement. Any forward-looking statement made in this presentation or made by CBAN or FSRL in any report,

filing, document or information incorporated by reference in this presentation, speaks only as of the date on which it is made. CBAN and

FSRL undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments

or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying

the forward-looking statement. CBAN and FSRL believe that these assumptions or bases have been chosen in good faith and that they are

reasonable. However, CBAN and FSRL caution you that assumptions as to future occurrences or results almost always vary from actual future

occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, CBAN and

FSRL caution you not to place undue reliance on the forward-looking statements contained in this presentation or incorporated by reference

herein. If CBAN or FSRL update one or more forward-looking statements, no inference should be drawn that CBAN or FSRL will make additional

updates with respect to those or other forward-looking statements, unless required by law. Further information regarding CBAN and factors

which could affect the forward-looking statements contained herein can be found in the cautionary language included under the headings

“Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in

CBAN’s Annual Reports on Form 10-K for the year ended December 31, 2025, and other documents subsequently filed by CBAN with the

Securities and Exchange Commission (the “SEC”).

3 CAUTIONARY STATEMENTS Additional Information About the Merger and Where to Find It This presentation does not constitute an offer to

sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of

securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such jurisdiction. In connection with the proposed Merger, CBAN will file with the SEC a registration statement

on Form S-4 that will include a joint proxy statement of FSRL and CBAN and a prospectus of CBAN, as well as other relevant documents concerning

the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS

INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE

PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CBAN, FSRL AND THE PROPOSED MERGER. The joint proxy statement/prospectus

will be sent to the shareholders of FSRL seeking the required shareholder approval. Investors and security holders will be able to obtain

free copies of the registration statement on Form S-4 and the related joint proxy statement/prospectus, when filed, as well as other documents

filed with the SEC by CBAN through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by CBAN will also be

available free of charge by directing a written request to Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald, Georgia 31750, Attn:

Derek Shelnutt and on CBAN’s website, www.colony.bank, under Investor Relations. CBAN’s telephone number is (229) 426-6000.

Participants in the Transaction CBAN, FSRL and certain of their respective directors and executive officers may be deemed to be participants

in the solicitation of proxies from the shareholders of FSRL and CBAN in connection with the proposed transaction. Certain information

regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise,

will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information

about CBAN and its directors and officers may be found in the definitive proxy statement of CBAN relating to its 2026 Annual Meeting of

Shareholders filed with the SEC on April 16, 2026. The definitive proxy statement can be obtained free of charge from the sources described

above.

4 TRANSACTION RATIONALE PRO FORMA IMPACT ~20% 2027 EPS Accretion ~12% TBVPS Dilution <3.5 Years TBVPS Earnback ~11% CET1 Ratio at Closing

FINANCIALLY ATTRACTIVE ~20% earnings accretion with fully realized cost savings Manageable tangible book value dilution, earned back in

under 3.5 years Strong pro forma capital position Enhanced profitability vs. peers POSITIONED FOR THE FUTURE Proven M&A integration

track record (3 completed deals in the last 7 years) Scale to compete – creates the largest bank sub $10B headquartered in SC or

GA Compelling for shareholders, employees, customers and communities ~$5.0bn+ Pro forma assets across 4 states (1) Assumes 100% realization

of cost savings (1) STRATEGIC FIT Expands franchise into highly attractive South Carolina Markets o Meaningful presence in South Carolina’s

4 largest markets Combines two granular balance sheets with deep ties to local, familiar markets Delivers complementary, seasoned business

lines to both customer bases Improves funding and operating profile with a quality deposit franchise Highly aligned cultures and market

strategies

5 FIRST RELIANCE BANCSHARES, INC. FINANCIAL HIGHLIGHTS $1.1bn Assets $929mm Deposits $808mm Net Loans 1.18% Core ROAA 3.77% NIM 13.7%

Core ROATCE Source: S&P Global Market Intelligence Data as of or for the three months ended 3/31/26; Deposit and demographics data

as of 6/30/25 (1) Community banks defined as banks with less than $10bn in assets 94% Core Deposits 86% Loans / Deposits 26.6% NIB Deposits

/ Deposits FSRL Branch (10) <0% Growth 0% - 5% Growth 5% - 10% Growth >10% Growth SOUTH CAROLINA Columbia Greenville Charleston

Myrtle Beach Florence 5 BRANCH FOOTPRINT 2026 – 2031 PROJECTED Deposits by MSA POPULATION GROWTH BY COUNTY MSA Branches Deposits

($ Millions) % of Franchise Community Bank Rank Market Share Florence 2 $390 41.0% 3 9.11% Columbia 3 268 28.1 5 1.00 Charleston 2 179

18.8 8 0.77 Greenville 2 93 9.8 11 0.36 Myrtle Beach 1 22 2.3 7 0.18 • Headquartered in Florence, SC o 10 Branches • Founded

in 1999 – cycle tested • Experienced management o CEO: Rick Saunders o CFO: Robert Haile o President: Justin Strickland •

Operates in 5 of the top 7 MSAs in South Carolina by population • Core bank and seasoned mortgage platform

6 15.5% 14.3% 13.3% 11.9% 11.0% 11.3% Myrtle Beach MSA Greenville MSA Charleston MSA Columbia MSA Florence MSA U.S. DYNAMIC MARKETS CHARLESTON

MARKET DEPOSITS ~$23bn | POPULATION 893,430 • Strong tourism, retail, and industrial base • Top 10 busiest U.S. port per BTS

• Top 50 MSA in U.S. for projected population growth in next 5 years COLUMBIA MARKET DEPOSITS ~$27bn | POPULATION 882,398 •

State capital and home to University of South Carolina and Fort Jackson • Stable economy provides low historical unemployment levels

per BLS Proj. HHI Change (2026-2031) Proj. Population Change (2026-2031) 11.6% 7.5% 6.6% 4.8% 0.9% 2.6% Myrtle Beach MSA Charleston MSA

Greenville MSA Columbia MSA Florence MSA U.S. Legacy FSRL Legacy CBAN Pro Forma 2x population growth vs. national avg. last three years

4x population growth vs. national avg. next three years 40% higher GDP growth vs. national avg. last three years SOUTH CAROLINA MARKET

HIGHLIGHTS MARKET DEPOSITS ~$12bn | POPULATION 434,265 MYRTLE BEACH • Top 3 MSA in U.S. for projected population growth next 5 years

• Top 30 MSA in U.S. for projected HHI growth in next 5 years FLORENCE MARKET DEPOSITS ~$4bn | POPULATION 200,334 • FSRL headquarters

• Regional commercial hub of northeast SC • Strategically located at the I-95/I-20 crossroads GREENVILLE MARKET DEPOSITS ~$26bn

| POPULATION 1,018,490 • Top SC MSA by population • Top U.S. city for business per Business Insider • Deep university talent

pipeline (Clemson, Furman, USC) 91% of counties growing in population, ranking 4th among other states(1) Source: S&P Global Market

Intelligence; Deposit and demographic data as of 6/30/25 Note: FSRL and CBAN demographic data deposit weighted by county (1) Per U.S.

Census Bureau

7 BETTER TOGETHER Source: S&P Global Market Intelligence; Data as of or for the three months ended 3/31/26; Bank level data used if

holding company data unavailable Note: Peers include 285 nationwide public banks with total assets between $1bn and $10bn; excludes merger

targets and mutual holding companies; excludes peers without estimates Note: Core deposits defined as total deposits less time deposits

greater than $250,000 (1) U.S. National averages (2) Pro Forma profitability shown for 2027E; Assumes 100% realization of cost savings

(3) Excludes purchase accounting adjustments (4) Pro forma capital shown at transaction close PRO FORMA PEER MEDIAN MARKETS & DEMOGRAPHICS

Projected Population Growth 1.3% 3.9% 1.9% 2.6% Projected Household Income Growth 9.6% 12.0% 10.2% 11.3% PROFITABILITY Core ROAA 1.04%

1.18% 1.35% 1.15% Net Interest Margin 3.48% 3.77% 3.69% 3.62% Non Interest Income / Avg Assets 1.16% 1.28% 1.18% 0.59% Non Interest Income

/ Operating Revenue 26.8% 26.9% 26.8% 14.6% Efficiency Ratio 63.9% 64.8% 56.0% 60.6% DEPOSITS Cost of Deposits 1.69% 1.70% 1.71% 1.79%

Non-Interest Bearing Deposits / Total Deposits 16% 27% 19% 22% Core Deposits 92% 94% 93% 93% ASSET QUALITY NPAs / Assets 0.47% 0.14% 0.36%

0.48% Net Charge Offs / Avg Loans 0.28% 0.00% 0.21% 0.04% CAPITAL Total Risk Based Capital Ratio 15.0% 14.2% 13.6% 14.6% CRE Concentration

Ratio 261% 196% 267% 227% (1) (1) (3) (3) (2) (2) (2) (4) (4)

8 C&D 11% 1-4 Family 25% Multifamily 4% Owner- Occupied CRE 19% Non Owner- Occupied CRE 29% C&I 8% Consumer & Other 6% C&D

13% 1-4 Family 20% Multifamily 4% Owner- Occupied CRE 18% Non Owner- Occupied CRE 30% C&I 8% Consumer & Other 7% C&D 5% 1-4

Family 37% Multifamily 1% Owner- Occupied CRE 21% Non Owner- Occupied CRE 26% C&I 9% Consumer & Other 1% PRO FORMA LOAN &

DEPOSIT COMPOSITION Source: S&P Global Market Intelligence; Data as of or for the three months ended 3/31/26 Note: Jumbo time deposits

defined as time deposits greater than $250,000 Note: FSRL loan portfolio data per bank level regulatory filings; All other financials

per holding company reports (1) Pro forma loan yield and cost of deposits inclusive of purchase accounting adjustments Pro Forma $2.4bn

MRQ Loan Yield: 6.28% $0.8bn MRQ Loan Yield: 5.77% $3.2bn MRQ Loan Yield(1): 6.36% Demand Deposits 17% NOW Accounts 30% Money Market &

Savings 26% Retail Time Deposits 19% Jumbo Time Deposits 8% $3.1bn MRQ Cost of Deposits: 1.69% Demand Deposits 27% NOW Accounts Money

10% Market & Savings 46% Retail Time Deposits 11% Jumbo Time Deposits 6% $0.9bn MRQ Cost of Deposits: 1.70% Demand Deposits 22% NOW

Accounts Money 23% Market & Savings 31% Retail Time Deposits 17% Jumbo Time Deposits 7% $4.0bn MRQ Cost of Deposits(1): 1.71% Deposit

Composition Loan Composition

9 DIFFERENTIATED LOW-COST DEPOSIT BASES Source: S&P Global Market Intelligence; Data as of or for the three months ended each respective

quarter Note: Data from Q4 ’19 to Q1 ‘26 Note: Peers include 285 nationwide public banks with total assets between $1bn and

$10bn; excludes merger targets and mutual holding companies; excludes peers without estimates 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00%

2020 2021 2022 2023 2024 2025 2026 CBAN FSRL PEER MEDIAN 1.79% 1.70% 1.69% COST OF DEPOSITS BY QUARTER SINCE 12/31/19

10 COMPLEMENTARY BUSINESS MODELS COMBINED Commercial Banking Retail Banking Insurance Mortgage Banking Wealth Management Small Business

Specialty Lending Marine/RV Lending PRODUCT OFFERINGS Source: Internal company reports and public disclosures Note: Yellow checkmark indicates

outsourced product offering Credit Cards Merchant Services

11 TRANSACTION SUMMARY Source: S&P Global Market Intelligence; FactSet Financial data as of 3/31/26; Market data as of 6/22/26 (1)

Based on CBAN’s stock price of $20.71 on June 22, 2026. Assumes 7,896,292 shares outstanding, plus 321,465 RSUs and 51,132 preferred

shares converted; assumes 100,000 options are cashed out at a weighted-average strike price of $7.27 (subject to the per share cash consideration

price of $19.75) (2) Core deposit premium equal to diluted deal value less target’s tangible common equity as a percentage of core

deposits; Core deposits defined as total deposits less deposits greater than $100,000 Structure & Consideration Transaction Value

and Multiples (1) Approvals and Timing Board Representation and Management • First Reliance Bancshares, Inc. to merge with and into

Colony Bankcorp, Inc. at closing • Consideration mix: 80% stock | 20% cash • 0.94 CBAN shares per FSRL share or $19.75 per share

in cash • Implied ownership: 77% CBAN / 23% FSRL • Implied Aggregate Transaction Value: $163mm • Indicative price per share:

$19.52 per FSRL share • Price / Tangible Book Value per Share: 162% • Price / 2027E Earnings: 11.7x • Price / 2027E Earnings

+ Cost Saves: 6.8x • Core Deposit Premium (2): 8.5% • Rick Saunders, FSRL CEO, to serve as Executive Vice Chairman of CBAN •

Rick Redden, FSRL Director, will join the CBAN Board of Directors • Dr. Dale Lusk, FSRL Chairman, will maintain an active advisory

role with formal board observation rights • Robert Haile, FSRL Chief Financial Officer, will serve as Chief Investment Officer and

Treasurer • Justin Strickland, FSRL President, will serve as President for South Carolina • Brook Moore, FSRL Chief Credit Officer

will serve as Credit Officer for South Carolina • Chuck Stuart, President of FSRL Mortgage, will serve as Co-President of Colony

Mortgage • No material overlap providing continuity of roles for key employees and producers • Anticipated closing in Q4 2026

• Voting agreements in place with directors and executive officers • Subject to customary regulatory approval and shareholder

approval of CBAN and FSRL

12 KEY FINANCIAL ASSUMPTIONS Earnings Projections •• CBAN: Street consensus earnings for 2026E and 2027E FSRL: Street consensus

earnings for 2026E and 2027E Cost Savings and Synergies • Cost savings of approximately 35% of FSRL’s projected 2028 non-interest

expense of $37.6mm o Phased in 60% in 2027 and 100% thereafter • Revenue synergies identified but not modeled Credit Assumptions

• Total gross credit mark of $9.0mm pre-tax, or 1.05% of FSRL’s loan portfolio o Utilizes early adoption of FASB’s new

standard for purchased assets, eliminating non-PCD credit mark and related “double count” Other Purchase Accounting Adjustments

• Loan rate related write-down of $21.9mm accreted into earnings over time • Assumes AOCI of ($5.1mm) is accreted into earnings

over time • Subordinated debt write-down of $0.7mm amortized into earnings over time • Trust preferred write-down of $1.0mm

amortized into earnings over time • Fixed asset write-up of $9.0mm amortized into earnings over time • Mortgage Service Rights

write-up of $1.4mm amortized into earnings over time • Time deposit write-down of $0.5mm amortized into earnings over time •

Core deposit intangible assumed to be 2.5% of FSRL’s core deposits, amortized over 10-years (sum- of-the-years-digits) Other Assumptions

• Pre-tax merger expenses of $16.0mm; fully recognized in TBV at close • Marginal tax rate: 21%

13 1.15% 1.35% (1) 17.6% (1) 13.0% PRO FORMA FINANCIAL IMPACT Note: Pro forma peers include select major exchange traded banks headquartered

in AL, AR, FL, KY, GA, MS, NC, SC, TN, and VA with total assets between $3.0 and $10.0 billion as of the most recent quarter reported;

Excludes merger targets and banks without consensus analyst estimates (1) Assumes 100% realization of cost savings 2027E ROAA VS. SOUTHEAST

BANKS $3-10B IN TOTAL ASSETS 2027E ROATCE VS. SOUTHEAST BANKS $3-10B IN TOTAL ASSETS 2027E EFFICIENCY RATIO VS. SOUTHEAST BANKS $3-10B

IN TOTAL ASSETS 56.0% (1) 62.6% Standalone Pro Forma FINANCIAL IMPACT AT CLOSE 2027 EPS Accretion ~20% TBV Dilution ~12% Earnback <3.5yrs

CET1 Ratio ~11% TRBC Ratio ~14% CRE Conc. ~270% Leverage Ratio ~9% C&D Conc. ~70% (1)

14 COMPREHENSIVE DUE DILIGENCE • Comprehensive, management-driven diligence process with support from external legal, audit, and

advisory professionals • Performed detailed credit and operational analysis that supports long term integration and identifies meaningful

synergy opportunities • 1,000+ files reviewed through two rounds of due diligence DILIGENCE FOCUS AREAS SCOPE OF LOAN REVIEW Completed

a comprehensive credit review conducted by management and third-party advisor, including: • Detailed review of loan portfolio, credit

philosophy, and underwriting practices • 53.3% of loan portfolio was reviewed • 65.1% of non-mortgage loans reviewed •

72.6% of loans reviewed internally; 27.4% reviewed by a third party • 79.3% of permanent CRE and multifamily loans reviewed •

77.0% of all CRE reviewed • Reviewed all non-mortgage loans over $725,000 REVENUE GENERATING Lending Activities Investment Portfolio

Deposit Information Mortgage Banking Other Borrowings Branch & Facilities OPERATIONAL & RISK Corporate Organization Financial

Accounting Legal & Regulatory Operations & Technology Data Processing & Contracts Litigation HR & Benefits Tax Insurance

Source: Internal due diligence files and third-party loan review reports

15 Georgia 71% Florida 5% South Carolina 24% OUR COMBINED COMPANY Source: S&P Global Market Intelligence Note: Deposit data as of

6/30/25 ALABAMA FLORIDA GEORGIA SOUTH CAROLINA Birmingham Atlanta Athens Macon Albany Thomasville Tallahassee Jacksonville Santa Rosa

Beach Savannah Augusta Columbia Greenville Charleston Myrtle Beach CBAN Offices (53) FSRL Branch (10) Florence DEPOSITS BY STATE PRO FORMA

HIGHLIGHTS Total Assets ~$5bn Gross Loans ~$3bn Total Deposits ~$4bn Loans / Deposits ~80% Expanded complementary business lines to each

customer base Diversified geographic footprint in growth markets Enhanced scale enables investments to better manage risk and serve customers

Shared vision, cultural foundation, and commitment to customers and employees Well positioned for the future Valdosta Columbus

16 EPS ACCRETION RECONCILIATION Source: S&P Global Market Intelligence and FactSet (1) Other adjustments include opportunity cost

of cash, mortgage servicing rights amortization, and fixed asset mark amortization Dollars in millions, excluding per share data 2027E

CBAN Financial Earnings (Mean Consensus Estimates GAAP) $44 FSRL Financial Earnings (Mean Consensus Estimates GAAP) 14 Combined Earnings

$58 Cost Savings (Fully Phased-In) $10 Accretion of Interest Rate Marks 5 Core Deposit Amortization (3) Other Adjustments (1) (2) Pro

Forma Earnings $68 Standalone Avg. Diluted Shares Outstanding (Millions) 21 Standalone EPS $2.12 Pro Forma Avg. Diluted Shares Outstanding

(Millions) 27 Pro Forma EPS $2.52 EPS Accretion ($) $0.40 EPS Accretion (%) ~20%

17 TBV DILUTION RECONCILIATION Millions $ Millions of Shares $ Per Share CBAN Tangible Book Value at Close (12/31/26) $ 335 21 $15.85

Equity Consideration to FSRL 129 6 Core Deposit Intangible (19) Goodwill Created (56) Transaction Cost Attributable to CBAN (6) Pro Forma

Tangible Book Value $ 383 27 $13.98 CBAN Tangible Book Value Per Share Dilution ($) ($1.88) CBAN Tangible Book Value Per Share Dilution

(%) (12%) TBVPS Earnback (Years) < 3.5 $ Millions Aggregate Transaction Value $163 FSRL Common Equity at Close (12/31/26) 105 (Less)

Transaction Cost Attributable to FSRL (6) (Less) FSRL Intangibles (1) Adjusted FSRL Tangible Common Equity $98 Net Credit Mark 1 Rate

Marks (9) Core Deposit Intangible 19 Net Deferred Tax Assets / (Liability) Created (2) Net Adjustments $9 Goodwill Created $56

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2618469d1_ex99-3.htm · Sequence: 5

Exhibit 99.3

Dear First Reliance Bank Team,

On June 24th, we shared the exciting news that First Reliance Bank

is expected to join Colony Bank through a planned strategic partnership. On behalf of our entire team, welcome. This is a significant

step for both of our organizations, and we couldn’t be more excited to begin this next chapter together.

From our earliest conversations, it was clear that First Reliance Bank

and Colony Bank share a lot in common, especially in how we care about our people, serve our customers and support our communities. First

Reliance has built a strong reputation and legacy for fostering a strong culture and team environment, putting customers first, being

a trusted community partner, and continuously looking for ways to grow and improve. That’s something we deeply respect, and it’s

a big reason this partnership felt like such a natural fit from the beginning.

Both of our organizations were founded with the goal of Making Lives

Better. That belief has shaped the relationships we've built, the communities we've served, and the way we've cared for our customers

and team members over the years.

At Colony Bank, our purpose has long been to enable progress. As we

discussed the future of our organizations, it was clear that our purpose and First Reliance Bank's founding vision were closely aligned.

That common foundation is why we're excited to bring our organizations together under a shared purpose: To Enable Progress for Better

Lives.

That purpose also reflects something we both believe deeply: There's

More to Banking Than Money. It's about creating opportunities for people to grow and succeed, helping customers achieve their goals, supporting

local businesses and nonprofits, and strengthening communities.

As we look ahead, we're excited about the opportunities this partnership

creates for each of you, our customers, and the communities we serve. We're also committed to bringing our cultures together in a way

that honors the legacy of both organizations.

As with any partnership of this nature, the transaction remains subject

to regulatory approval and customary closing conditions. We anticipate the completion of our partnership in the fourth quarter of 2026,

and the system conversion to happen in the second quarter of 2027. The First Reliance name you trust isn’t going anywhere. You will

continue to see the First Reliance name proudly displayed, seamlessly paired alongside the Colony Bank brand.

Over the coming weeks and months, we'll communicate clearly and provide

the information and support you need along the way. This guide is intended to help answer some of those early questions and give you a

better understanding of what to expect moving forward.

We're grateful for the opportunity to partner with you, and we're excited

to welcome you to Colony Bank.

With great enthusiasm,

T. Heath Fountain

Rick Saunders

CEO, Colony Bank

Founder and CEO, First Reliance Bank

QUESTIONS YOU MAY HAVE

Q: Who is Colony Bank?

A: Colony Bank is a community bank

headquartered in Fitzgerald, Georgia, with locations across Georgia, as well as in Birmingham, Alabama, and across North Florida, including

Tallahassee, Jacksonville, and the Florida Panhandle. Since 1975, we’ve been committed to building strong relationships, supporting

the communities we serve, and delivering solutions that exceed our customers’ expectations.

Our purpose is to enable progress for our

customers, team members, communities, and shareholders. We believe in creating a culture where people are coachable, take ownership, and

lead with a selfless mindset.

Q: How is this partnership going to strengthen our

two teams?

A: This partnership came together

for all the right reasons. From the beginning, it was clear that First Reliance Bank and Colony Bank share similar values and a common

approach to serving customers, supporting communities, and leading our teams. Both organizations believe in taking care of people, supporting

local communities, and creating a strong culture for team members.

We know that sometimes progress is best

made with a partner who understands you and shares your commitments. By bringing our companies together, we are building a sustainable,

profitable bank that can support the continued growth of our customers and communities.

This whole partnership reflects that there’s

more to banking than money. By being Coachable, Selfless, and taking Ownership, we build the Trust and deliver the Results that put Customers

First. Our commitment to being Prompt, Simple, and Collaborative is how we ensure a Responsive, Accurate, and Courteous experience every

day. Together, we Enable Progress for Better Lives.

Q: What does this mean for me as a team member?

A: For now, it’s business as

usual. Both banks will continue to operate independently until the partnership is approved and finalized. Once that happens, we’ll

begin a careful and thoughtful integration process, with plenty of communication along the way. As we move through the transition, our

goal is to keep you informed and supported to ensure this is a smooth process for you and the First Reliance Bank customer base.

Q: Will my pay or benefits change?

A: There are no immediate changes.

Both HR teams are working together to review benefits and compensation with team member well-being at the center of the review process.

However, we’re excited to share that this partnership will introduce several enhanced benefits and wealth-building opportunities

for the First Reliance team, including a competitive 401(k) match, an Employee Stock Purchase Plan with a 15% discount, a $50 contribution

into the High Deductible Plan per paycheck, and lower medical insurance costs for dependents. As final decisions are made, we’ll

communicate clearly and ensure you have plenty of time to understand the updates moving forward.

Q: Will there be job changes or layoffs?

A: We expect most team members to

continue in their current roles. In any partnership of this nature, there may be some overlapping responsibilities that require adjustments,

but we’ll approach those with care and communicate clearly. We’re also growing, which means there will be new opportunities

to explore as our combined organization continues to evolve. We’re committed to supporting team members every step of the way.

Q: What should I say to customers who ask about

the partnership?

A: Let them know they’ll still

see the same familiar faces and receive the same great service, with even more to look forward to such as more locations, a wider range

of products and services for businesses and individuals, an expanded network of ATMs, and more. We’ve also created a list of customer

FAQs to help you guide some of these conversations. If you’re unsure how to answer a question, it’s okay to let the customer

know we’re working through the transition and more information will be coming soon.

Q: When will First Reliance Bank become a part of

Colony Bank?

A: Pending regulatory approval and

closing conditions, we expect the partnership to be finalized in the fourth quarter of 2026. Once complete, First Reliance Bank will legally

become part of Colony Bank. System conversion is planned for the second quarter of 2027. At that time, we expect to co-brand both First

Reliance and Colony Bank to our customers. Until then, it’s business as usual. You’ll continue to serve customers and operate

under your current systems and brand. We’ll provide regular updates throughout the process to help you prepare for each step.

Q: What does “co-branding” mean and

why are we doing it?

A: Co-branding further demonstrates

the commitment to our partnership in the communities we serve across South Carolina. Over the coming months, we will feature both logos

side by side on First Reliance materials to show our alignment and help customers get used to seeing Colony Bank. There are no immediate

changes to branch signage, locations, or day-to-day operations at this time. It simply serves as a visible reflection of our shared purpose

as we build our future together.

Q: How are customers being notified about the partnership?

A: Customers will receive official

communications through letters, emails, our website, and other digital channels. These messages will be timed carefully to provide helpful

information as it becomes relevant. We’ll keep them fully updated and supported throughout the process.

Q: How will this impact customers? What differences

will they see?

A: Nothing will change immediately.

As we approach the system conversion, we’ll share updates with customers about any changes to accounts, statements, or services.

For now, they should continue banking just as they always have with the team they trust.

Q: How should I answer the phone?

A: Keep answering

the phone the same way you always have. There are no changes to your day-to-day operations or your branch branding at this time.

Q: Do I need to update my email signature right

now?

A: No, there’s

no need to update your email signature at this time. Please continue using your current signature and branding. We’ll provide guidance

and materials when it’s time to make updates. For now, it’s business as usual.

Q: Who should I contact if I have HR-related questions

about the process?

A: For now, continue reaching out

to your current HR contact or manager. As the transition progresses, you’ll be introduced to Colony Bank’s HR team, including

our Chief People Officer, Lance Whitley. We’ll make sure you know where to go for support throughout the process.

Q: What happens to my sick, vacation, and other

benefits I currently enjoy through First Reliance Bank?

A: Colony Bank and First Reliance

Bank’s Human Resources teams are currently assessing all benefits and will share with you all transition details and how they may

impact your current benefits, if any, during the on-boarding meetings that will occur over the next few months. As decisions are made,

any changes will be communicated to you.

Q: Will our culture change?

A: During initial conversations between

Heath Fountain, Colony Bank’s CEO, and Rick Saunders, First Reliance Bank’s Founder and CEO, one of the first and most important

conversations discussed was about culture. We knew that for this to work, it had to feel right, not just on paper, but in how we operate

day to day.

Both First Reliance Bank and Colony Bank

share a deep commitment to relationships, service, and community. This partnership reflects our belief that there’s more to banking

than money. As we come together, we are committed to enabling progress to make lives better — for our customers, team members, communities,

and shareholders.

Q: Will we be moving to Colony Bank's systems and

how will training work?

A: As part of the partnership, we

will eventually transition to one system and technology platform. While system conversion is currently anticipated to take place in 2027,

there are no immediate changes to the systems you use today.

As we move closer to conversion, you'll

receive detailed training, resources, and support to help you prepare. Colony Bank has a dedicated Learning & Development team that

will lead and coordinate training efforts, ensuring you have the knowledge, tools, and hands-on experience needed to feel comfortable

and confident before any changes take place.

Q: What should I do if someone from the media calls

to ask questions about the announcement?

A: Please direct all news media and investor

relations concerns to the following. For media inquiries out of South Carolina, please direct those to Rick Saunders:

- Derek Shelnutt, Investor Relations, Colony Bank: 229-426-6000, ext. 6119

- Brantley Collins, Media Inquiries, Colony Bank: 229-426-6000, ext. 6154

- Christi Rubio, Media Inquiries, Colony Bank: 229-426-6000, ext. 6160

- Laurie Senn, Media Inquiries, Colony Bank: 229-426-6000, ext 6009

- Rick Saunders, South Carolina Media Inquiries, First Reliance Bank: 843-319-2324 | rsaunders@firstreliance.com

QUESTIONS CUSTOMERS MAY HAVE

Q: What does this announcement mean for me as a

customer?

A: The most important thing to know

is that your banking relationship isn't changing today. You'll continue working with the same people you know and trust, visiting the

same locations, and banking the way you always have. Over time, this partnership will allow us to bring you additional resources, expanded

capabilities, and new banking solutions while continuing to provide the personal service you've come to expect.

Q: When will First Reliance Bank become Colony Bank?

A: For now, it's business as usual.

You'll continue banking with the same team, at the same locations, and using the same accounts and services you do today. Pending regulatory

approval, we anticipate the legal partnership being completed in the fourth quarter of 2026 with the system integration in the second

quarter of 2027. As we move closer to 2027, we'll begin sharing information about upcoming changes and enhancements, including new tools,

services, and banking experiences available through Colony Bank. We'll communicate well in advance and provide the support and resources

you need every step of the way.

Q: Why is First Reliance Bank joining Colony Bank?

A: This partnership brings together

two community banks that share many of the same values. Both First Reliance Bank and Colony Bank believe in local relationships, personal

service, and doing what’s best for the customers and communities we serve. We both believe that there’s more to banking than

money; it's about enabling progress to make lives better. By joining together, we'll have more resources and capabilities to help our

customers while staying true to the community banking approach that defines both organizations. You’ll continue to work with the

same friendly team you know and trust.

Q: What are the benefits of this partnership for

customers?

A: Over time, customers will gain

access to additional banking solutions, expanded lending capabilities, enhanced digital banking tools, more locations, and a broader network

of financial professionals. Most importantly, you'll continue receiving the relationship-focused service that has always been the foundation

of both organizations.

Q: Can I still go to my regular branch and work

with my usual banker?

A: Yes. The team that knows you,

your family, and your business will continue to be an important part of your banking experience. Preserving those trusted relationships

is a key reason this partnership came together, and we're committed to maintaining the personal service and local connections you've come

to rely on.

Q: How and when will information be communicated

to First Reliance customers?

A: We understand how important clear

communication is during a transition like this, especially when it relates to your banking. You can count on hearing from us often, and

well in advance of any changes. We'll share updates through mail, email, and on the Colony Bank and First Reliance Bank websites, so you

know what’s happening and when. Additionally, you'll receive a detailed Customer Welcome Guide closer to the conversion date, which

will clearly outline any changes and answer your questions. Our goal is to make this transition easy and worry-free for you.

Q: Who should I call for questions about my account?

A: Please continue contacting your

local First Reliance branch or banker just as you always have. The team you know and trust remains your best resource, and we're here

to help answer any questions you may have throughout the partnership process.

Q: Can I use locations or services at Colony Bank

at this time?

A: Not yet. Until the partnership

is complete, both banks will continue operating independently. For now, please continue using your current branches, accounts, online

banking, debit cards, and customer service contacts. We'll let you know when additional locations and services become available to you.

Q: Will I need to do anything with my accounts?

A: No action is needed from you at

this time. Continue banking as you normally would. If any updates are needed in the future, we'll communicate well in advance and provide

clear, step-by-step guidance to make the process as easy as possible.

Q: Will my account number or debit card change?

A: Not at this time. You can continue

using your account number, debit card, and banking services as you do today. If any updates are needed in the future, we'll provide plenty

of notice, explain exactly what to expect, and make the transition as simple as possible. For now, there's nothing you need to do.

Q: Will my business accounts change?

A: No. Your business accounts, banker,

and day-to-day banking experience will remain the same for now. Over time, you'll gain access to additional business banking resources

and specialized solutions. You'll continue receiving the personalized service you expect, backed by additional resources to support your

business.

Q: Will my automatic payments or direct deposits

be affected?

A: Not at this time. Everything will

continue to process as usual. If anything changes in the future, we’ll walk you through how to update your information, if needed.

Q: Will my loan be affected?

A: No. Your loan terms and payment

schedule will stay the same. You’ll continue making payments just like you always have.

Q: Will fees or rates change as a result of the

merger?

A: Not immediately. If any updates

are made to account features, rates, or fees as part of the transition, we’ll notify you ahead of time and provide a clear breakdown

of any changes.

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Cover

Jun. 24, 2026

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001-42397

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COLONY BANKCORP, INC.

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58-1492391

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115 South Grant Street

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Fitzgerald

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229

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