Law Offices Silver, Freedman, Taff & Tiernan LLP A Limited Liability Partnership Including Professional CorporationsAgreement and Plan of Merger • July 25th, 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 July [•], 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 TIG Bancorp, a Colorado corporation (“TIG”) with and into BayCom, with BayCom being the surviving corporation (the “Merger”) and the resulting exchange by TIG shareholders of shares of TIG 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 TIG dated June 28, 2019 (the “Merger Agreement”), as further set forth in the proxy statement/prospectus contained in the Registration Statement (the “Prospectus”). Capit
