Law Offices Silver, Freedman, Taff & Tiernan LLP A Limited Liability Partnership Including Professional CorporationsAgreement and Plan of Merger • March 22nd, 2019 • BayCom Corp • State commercial banks
We have acted as special tax counsel for BayCom Corp, a California corporation (“BayCom”), in connection with the preparation and filing on March 22, 2019, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-4 (as such may thereafter be amended or supplemented) (the “Registration Statement”). The Registration Statement relates to a plan of reorganization involving the merger of Uniti Financial Corporation, a California corporation (“Uniti”) with and into BayCom, with BayCom being the surviving corporation (the “Merger”) and the resulting exchange by Uniti shareholders of shares of Uniti Common Stock for shares of BayCom Common Stock and cash pursuant to the terms of the Agreement and Plan of Merger by and between BayCom and Uniti dated December 7, 2018 (the “Merger Agreement”), as further set forth in the proxy statement/prospectus contained in the Registration Statem
