Common use of The Bank Merger Clause in Contracts

The Bank Merger. Immediately after the Effective Time, BayCom intends to merge Uniti Bank, a California-chartered commercial bank and wholly owned subsidiary of Uniti, with and into United Business Bank, a California-chartered commercial bank and wholly owned subsidiary of BayCom (the “Bank Merger”) in accordance with the provisions of applicable state and federal banking laws and regulations, and United Business Bank shall be the resulting institution or surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable state and federal banking laws and regulations and the Boards of Directors of the Parties shall approve, and shall cause the boards of directors of Uniti Bank and United Business Bank, respectively, to approve, a separate combination agreement/plan of merger (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit E , and cause the Bank Plan of Merger to be executed and delivered as soon as practicable following the date of execution of this Agreement. In addition, Uniti shall cause Uniti Bank, and BayCom shall cause United Business Bank, to execute and file in accordance with applicable state and federal banking laws and regulations such articles of merger or combination, corporate resolutions, and/or other documents and certificates as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”).

The Bank Merger. Immediately after the Effective Time, BayCom intends to merge Uniti PEB Bank, a California-chartered commercial bank and wholly owned subsidiary of UnitiPEB, with and into United Business Bank, a California-chartered commercial bank and wholly owned subsidiary of BayCom (the “Bank Merger”) in accordance with the provisions of applicable state and federal banking laws and regulations, and United Business Bank shall be the resulting institution or surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable state and federal banking laws and regulations and the Boards of Directors of the Parties shall approve, and shall cause the boards of directors of Uniti PEB Bank and United Business Bank, respectively, to approve, a separate combination agreement/plan of merger (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit E F, and cause the Bank Plan of Merger to be executed and delivered as soon as practicable following the date of execution of this Agreement. In addition, Uniti PEB shall cause Uniti PEB Bank, and BayCom shall cause United Business Bank, to execute and file in accordance with applicable state and federal banking laws and regulations such articles of merger or combination, corporate resolutions, and/or other documents and certificates as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”).

The Bank Merger. Immediately after the Effective Time, BayCom Heritage intends to merge Uniti Puget Sound Bank, a CaliforniaWashington-chartered commercial bank and wholly owned subsidiary of UnitiPuget Sound, with and into United Business Heritage Bank, a CaliforniaWashington-chartered commercial bank and wholly owned subsidiary of BayCom Heritage (the “"Bank Merger”") in accordance with the provisions of applicable state and federal banking laws and regulations, and United Business Heritage Bank shall be the resulting institution or surviving bank (the “"Surviving Bank”"). The Bank Merger shall have the effects as set forth under applicable state and federal banking laws and regulations and the Boards of Directors of the Parties shall approve, and shall cause the boards of directors of Uniti Puget Sound Bank and United Business Heritage Bank, respectively, to approve, a separate combination agreement/plan of merger (the “"Bank Plan of Merger”") in substantially the form attached hereto as Exhibit E C, and cause the Bank Plan of Merger to be executed and delivered as soon as practicable following the date of execution of this Agreement. In addition, Uniti Puget Sound shall cause Uniti Puget Sound Bank, and BayCom Heritage shall cause United Business Heritage Bank, to execute and file in accordance with applicable state and federal banking laws and regulations such articles of merger or combination, corporate resolutions, and/or other documents and certificates as are necessary to make the Bank Merger effective (the “"Bank Merger Certificates”").

The Bank Merger. Immediately after the Effective Time, BayCom Heritage intends to merge Uniti Premier Community Bank, a Californiaan Oregon-chartered commercial bank and wholly owned subsidiary of UnitiPremier Commercial, with and into United Business Heritage Bank, a CaliforniaWashington-chartered commercial bank and wholly owned subsidiary of BayCom Heritage (the “"Bank Merger”") in accordance with the provisions of applicable state and federal banking laws and regulations, and United Business Heritage Bank shall be the resulting institution or surviving bank (the “"Surviving Bank”"). The Bank Merger shall have the effects as set forth under applicable state and federal banking laws and regulations and the Boards of Directors of the Parties shall approve, and shall cause the boards of directors of Uniti Premier Community Bank and United Business Heritage Bank, respectively, to approve, a separate combination agreement/plan of merger (the “"Bank Plan of Merger”") in substantially the form attached hereto as Exhibit E C, and cause the Bank Plan of Merger to be executed and delivered as soon as practicable following the date of execution of this Agreement. In addition, Uniti Premier Commercial shall cause Uniti Premier Community Bank, and BayCom Heritage shall cause United Business Heritage Bank, to execute and file in accordance with applicable state and federal banking laws and regulations such articles of merger or combination, corporate resolutions, and/or other documents and certificates as are necessary to make the Bank Merger effective (the “"Bank Merger Certificates”").

The Bank Merger. Immediately after the Effective Time, BayCom intends to merge Uniti BankFirst State Bank of Colorado (“FSB”), a CaliforniaColorado-chartered commercial bank and wholly owned subsidiary of UnitiTIG, with and into United Business Bank, a California-chartered commercial bank and wholly owned subsidiary of BayCom (the “Bank Merger”) in accordance with the provisions of applicable state and federal banking laws and regulations, and United Business Bank shall be the resulting institution or surviving bank (the “Surviving Bank”). The Bank Merger shall have the effects as set forth under applicable state and federal banking laws and regulations and the Boards of Directors of the Parties shall approve, and shall cause the boards of directors of Uniti Bank FSB and United Business Bank, respectively, to approve, a separate combination agreement/plan of merger (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit E E, and cause the Bank Plan of Merger to be executed and delivered as soon as practicable following the date of execution of this Agreement. In addition, Uniti TIG shall cause Uniti BankFSB, and BayCom shall cause United Business Bank, to execute and file in accordance with applicable state and federal banking laws and regulations such articles of merger or combination, corporate resolutions, and/or other documents and certificates as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”).